DEF 14A of Millerknoll, Inc., Sep 1, 2023

DEF 14A of Millerknoll, Inc.

Filed Sep 1, 2023 · FY20230000066382-23-000065

Open on EDGAR

  1. Director Compensation

    Director Compensation The Director Compensation for Fiscal 2023 table presented below provides information on the compensation of each director for fiscal 2023. The standard annual compensation of each director is $230,000. The Audit Committee Chair receives an additional $20,000, and the Chairs of the Compensation Committee and the Governance and Corporate Responsibility Committee each receive an additional $15,000. The Chairperson of the Board of Directors receives additional annual compensation of $120,000 and is eligible to participate in the Company’s health insurance plan. Ms. Owen, the Company’s President and CEO, does not receive any additional compensation for serving on the Board of Directors. In 2023, the annual compensation and any chairperson fees or additional fees (collectively, the “Annual Fee”) was payable by one or more of the following forms, as selected by each director: (1) in cash, (2) in Company shares valued as of January 15, (3) in stock options valued as of January 15 under the Black-Scholes model, (4) in deferred cash as a credit under the Amended and Restated MillerKnoll, Inc. Director Deferred Compensation Plan (the “Director Deferred Compensation Plan”) described below, or (5) as a contribution to the MillerKnoll Educational Scholarship Fund. Stock Compensation At least 50% of each director’s Annual Fee must be elected in one or more of the permissible forms of equity, which includes direct issuance of shares, deferred stock units issued under the Deferred Compensation Plan described below, or stock options to purchase shares of our stock. Subject to certain exceptions, options are not exercisable prior to the first anniversary of the award date and expire 10 years after the date of the grant. The option price is payable upon exercise in cash or, subject to certain limitations, in shares of our stock already owned by the optionee or in a combination of shares and cash. Deferred Compensation The Director Deferred Compensation Plan allows non-employee directors of the Company to defer a portion of his or her annual director fees in either a deferred cash account or in deferred restricted stock units (“deferred stock units”). In the deferred cash account, each account is credited with a number of units equal to a number of shares of the investment selected by the director in certain investment options which do not include Company stock. The initial value of the deferral is equal to the dollar amount of the deferral, divided by the per share fair market value of the selected investment at the time of the deferral. The units are credited with any dividends paid on the investment. The Company maintains a Rabbi Trust to fund its obligations under this plan. If elected, deferred stock units are credited to the director in a separate deferred stock account with each unit representing one equivalent share of the Company’s common stock to be issued after the deferral period. The deferred stock units are valued at the market price of the Company’s common stock on the date of grant, and the value of the units credited are expensed on the date of grant. Each time a dividend is paid on the Company’s common stock, the director is credited with additional deferred stock units in proportion to the amount of the dividend. At the time(s) specified by the director for receipt of this deferred compensation, these deferred amounts will be paid to the director in shares of the Company’s common stock. The units do not entitle the directors to the rights of holders of common stock, such as voting rights, until shares are issued. Stock Ownership Guidelines Director stock ownership guidelines have been in effect since 1997. These guidelines, like those applicable to management, are intended to reinforce the importance of linking shareholder and director interests. It is the policy of the Board that all directors, consistent with their responsibilities to our shareholders, hold an equity interest in the Company. Toward this end, the Board requires that each director have an equity interest after one year on the Board, and the Board encourages each director within five years after joining the Board to have shares of common stock or options for common stock of the Company with a value of at least five times the amount of the annual cash retainer paid to each director. Other Directors are reimbursed for travel and other necessary business expenses incurred in the performance of their services for the Company, and they are covered under our business travel insurance policies and the Director and Officer Liability Insurance Policy. Perquisites Some directors’ spouses or partners accompany them to Board meetings. The Company pays for their expenses, as well as some amenities for the directors and their spouses or partners, including some meals and social events. The total of these perquisites is less than $10,000 per director per year. Directors are approved to purchase company products under employee discount pricing. Except where noted in the table footnotes below, the value of this perquisite was less than $10,000 for all directors. Director Compensation for Fiscal 2023

  2. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | David A. Brandon | 122,500 | 122,500 | 17,042 | 262,042 | | Douglas D. French | 115,000 | 115,000 | 0 | 230,000 | | John R. Hoke III | 122,500 | 122,500 | 0 | 245,000 | | Lisa A. Kro | 125,000 | 125,000 | 0 | 250,000 | | Heidi J. Manheimer | 115,000 | 115,000 | 0 | 230,000 | | Candace S. Matthews | 115,000 | 115,000 | 0 | 230,000 | | Michael C. Smith | 75,900 | 154,100 | 0 | 230,000 | | Michael R. Smith | 69,000 | 161,000 | 0 | 230,000 | | Michael A. Volkema | 175,000 | 175,000 | 0 | 350,000 |

  3. Director Compensation

    (1)Amounts shown include those amounts that may be deferred under the MillerKnoll, Inc. Director Deferred Compensation Plan, described above. These amounts may also reflect fees payable to the director that the director has elected to contribute to the MillerKnoll Educational Scholarship Fund (“Fund”), which awards college scholarships to children of employees. During fiscal 2023, seven of the directors contributed a portion of their annual fees to the Fund. (2)Amounts represent the aggregate grant date fair value of stock awards computed in accordance with FASB ASC Topic 718. The assumptions used in calculating these amounts are set forth in the Company’s Consolidated Financial Statements for the fiscal year ended June 3, 2023, included in our Annual Report on Form 10-K. (3)Represent value received on product purchases under the employee discount program. As of June 3, 2023, no member of the Board of Directors had outstanding stock options. BOARD COMMITTEES Our Board has three standing committees as discussed below. Committee responsibilities are detailed in written charters, current copies of which are available on our website at www.millerknoll.com/investor-relations/corporate-governance/board-committees.

  4. Information about the Nominees and Directors

    Information about the Nominees and Directors Certain information with respect to the nominees for election at the Annual Meeting, as well as for each of the other directors (other than Mr. Brandon), is included on the following pages, including their names, ages, a brief description of their recent business experience (including present occupations and employment), certain directorships that each person held during the last five years, and the year in which each person became a director of the Company. We have also included additional information about each director describing some of the specific experiences, qualifications, attributes, or skills that each one possesses which the Board believes has prepared them to be effective directors.

  5. Information about the Nominees and Directors

    | Nominees for Election as Directors for Terms to Expire in 2026 | | | | Candace S. Matthews, Age 64, Director since 2020 | | | | | Principal Occupation(s) During Past Five Years: Chief Reputation Officer, Amway, 2019 – May 2021 Regional President Americas, Amway, 2014 – 2020 | Other Public Directorships: Société Bic S.A. AptarGroup, Inc. | | | Ms. Matthews is the former Chief Reputation Officer of Amway Corporation, a leading health and wellness company and the world’s largest direct selling channel. Her tenure at Amway includes serving as Regional President Americas from 2014 to 2020 and Chief Marketing Officer from 2007 to 2014. Ms. Matthews has over 20 years of leadership experience across a variety of highly competitive consumer-product industries, including L’Oréal S.A., the Coca-Cola Company, CIBA Vision Corporation, Bausch + Lomb, Procter & Gamble, and General Mills. She currently sits on the Board of Directors of Société Bic S.A., having been appointed in 2017 where she currently sits on the Audit Committee and is the Chair of the Nominations, Governance and Corporate Social Responsibility Committee, and was appointed to the Board of Directors of AptarGroup, Inc. in June 2021, where she is now Chair of the Board as of May 2023 and sits on the Corporate Governance Committee. Ms. Matthews’ extensive experience in corporate social responsibility, consumer marketing, and brand management brings significant expertise as we continue to accelerate our focus on strategic growth and culture-building objectives. | | | Andi R. Owen, Age 58, Director since 2018 | | | | | Principal Occupation(s) During Past Five Years: President and CEO, MillerKnoll, Inc., since 2018 | Other Public Directorships: Taylor Morrison Home Corp | | | Ms. Owen serves as the Company’s President and Chief Executive Officer, a role she has held since August 2018. Prior to joining the Company, she served a 25-year career at Gap Inc., where she most recently acted as Global President of Banana Republic, from 2014 to 2017, leading 11,000 employees in over 600 stores across 27 countries. Ms. Owen is the only member of Company management on the Board of Directors. She has a diversified skill set that aligns with the strategic direction of MillerKnoll, Inc. today, ranging from digital and omni-channel transformation to design, development, and supply chain management, making her an important contributor to the Board. | | | Michael R. Smith, Age 59, Director since 2021 | | | | | Principal Occupation(s) During Past Five Years: Executive Vice President and Chief Financial Officer, McCormick & Company, Inc., since 2016 | Other Public Directorships: None | | | Mr. Smith is Executive Vice President and Chief Financial Officer for McCormick & Company, Inc., a publicly-held food company. Over his 30-year career with McCormick he has served in a variety of financial leadership roles including Senior Vice President Capital Markets and Chief Financial Officer for North America, Chief Financial Officer for EMEA, Vice President Treasury and Investor Relations, and Vice President Finance and Administration for U.S. Consumer Products. Mr. Smith is a certified public accountant and prior to joining McCormick, he began his career at Coopers & Lybrand. Mr. Smith’s financial leadership in areas including strategic planning, cost management, shared services, and acquisitions provide a critical perspective to management and the Board of Directors. | |

  6. Information about the Nominees and Directors

    The Governance and Corporate Responsibility Committee has not received any nominations from any of our shareholders in connection with our 2023 Annual Meeting.

  7. Information about the Nominees and Directors

    | Directors Whose Terms Expire in 2024 | | | | Douglas D. French, Age 69, Director since 2002 | | | | | Principal Occupation(s) During Past Five Years: Managing Director, Santé Health Ventures, since 2007 | Other Public Directorships: None | | | Mr. French has served as the founding partner of Santé Health Ventures, an early-stage healthcare venture fund, since 2007. Prior to joining Santé Health Ventures, he served as the President and Chief Executive Officer of Ascension Health, the largest not-for-profit health system in the US. Mr. French has also served as CEO for St. Mary's Medical Center and St. Vincent Health System, both of Midwest Indiana. He has more than three decades of health management experience, including serving as a director for numerous public and private companies. Mr. French’s governance experience, as well as his leadership roles and expertise in the health management industry, provides a valuable resource to management and the Board of Directors. | | | John R. Hoke III, Age 58, Director since 2005 | | | | | Principal Occupation(s) During Past Five Years: Chief Design Officer, Nike, Inc. since 2017 Vice President, Nike Global Design, 2010 – 2017 | Other Public Directorships: None | | | Since joining Nike, Inc., a marketer of athletic footwear, apparel, equipment, accessories, and services, in 1993, Mr. Hoke has led the communication of Nike’s culture of creativity internally and externally. He is currently the Chief Design Officer of Nike, Inc., having previously served as Vice President of Global Design from 2010 to 2017, inspiring and overseeing an international team of designers. Mr. Hoke has also served as a director to several not-for-profit organizations relating to art and design. Mr. Hoke’s design expertise, both domestically and internationally, including his leadership role in a major global enterprise, brings an additional, insightful perspective to our Board of Directors. | | | Heidi J. Manheimer, Age 60, Director since 2014 | | | | | Principal Occupation(s) During Past Five Years: Executive Chairman, Surratt Cosmetics LLC since 2017 | Other Public Directorships: None | | | Ms. Manheimer is the Executive Chairperson of Surratt Cosmetics LLC, a customizable beauty products and cosmetics company. Ms. Manheimer was an independent consultant from 2015 to 2017, served as the Chief Executive Officer of Shiseido Cosmetics America, a global leader in skincare and cosmetics, from 2006 to 2015, as President of US Operations from 2002 to 2006, and as Executive Vice President and General Manager from 2000 to 2002. Prior to that, she spent seven years at Barney’s New York and seven years at Bloomingdale’s in the beauty care divisions, rising to senior leadership positions within each company. Ms. Manheimer currently sits on the Board of Directors of Burton Snowboards, having been appointed in 2006. For many years, she has served on nonprofit and trade association boards, and she was elected Chairwoman of the Cosmetic Executive Women Foundation in 2014. Ms. Manheimer’s extensive experience as a senior executive in the retail industry, experience with both eCommerce and international business practices, and service as a board member for both for-profit and nonprofit businesses provide a valuable resource to management and the Board of Directors. | |

  8. Information about the Nominees and Directors

    | Directors Whose Terms Expire in 2025 | | | | Lisa A. Kro, Age 58, Director since 2012 | | | | | Principal Occupation(s) During Past Five Years: Chief Financial and Administrative Officer, Ryan Companies since 2019 Co-Founder, Managing Director, Mill City Capital L.P., 2010 – 2018 | Other Public Directorships: First Solar, Inc. | | | Ms. Kro is the Chief Financial and Administrative Officer at Ryan Companies, a national real estate services company. From 2010 to 2018 she co-founded and was Managing Director at the private equity firm Mill City Capital. From 2004 to 2010, Ms. Kro was the Chief Financial Officer and a Managing Director of Goldner Hawn Johnson & Morrison, also a private equity firm. Prior to joining Goldner Hawn, she was a partner at KPMG LLP, an international public accounting firm. Ms. Kro’s service in auditing, as well as her experience in the finance and capital environments, enable her to contribute to a number of financial and strategic areas of the Company. Her experience on other boards, including serving as the financial expert on the Audit Committee of another publicly traded company, First Solar, Inc., contributes to the oversight of the Company’s financial accounting controls and reporting. | | | Michael C. Smith, Age 53, Director since 2019 | | | | | Principal Occupation(s) During Past Five Years: Co-founder and General Partner, Footwork since 2021 President and Chief Operating Officer, Stitch Fix, Inc., 2019 – 2021 Chief Operating Officer, Stitch Fix, Inc., 2017 – 2018 | Other Public Directorships: Ulta Beauty, Inc. | | | Mr. Smith is the Co-Founder and General Partner of Footwork Venture Capital, an early-stage venture capital firm. He previously served as President, Chief Operating Officer (COO), and interim Chief Financial Officer of Stitch Fix, an online personal styling platform with more than 2.9 million clients. Prior to Stitch Fix, he was COO at Walmart.com, overseeing all operations for a $5 billion division, including one of the most successful multichannel offerings in the industry. Mr. Smith has been an innovative leader in the digital and fast-paced online consumer sectors for more than 15 years, with leadership positions in eCommerce, operations, customer experience, and finance. He joined Stitch Fix in 2012 and was instrumental in helping to scale the business from a small start-up to the innovative public company it is today. Mr. Smith’s expertise and passion for building smart, efficient, and customer-centric online experiences helps us improve our customer experience initiatives and the growth of our global businesses. | | | Michael A. Volkema, Age 67, Director since 1995 | | | | | Principal Occupation(s) During Past Five Years: Chairman of the Board, MillerKnoll, Inc., since 2000 | Other Public Directorships: Wolverine Worldwide, Inc. From December 2005 – May 2021 | | | Mr. Volkema has been Chairman of the Board of Directors of MillerKnoll, Inc. since 2000, serving as non-executive Chairman since 2004. He also served as CEO and President of the Company from 1995 to 2004. Mr. Volkema has more than 30 years of experience as a senior executive in the home and office furnishings industry. This experience includes corporate leadership, branded marketing, international operations, and public company finance and accounting through audit committee service. Mr. Volkema is a key contributor to the Board based upon his knowledge of the Company’s history and culture, operational experience, board governance knowledge, service on boards of other publicly held companies, and industry experience. | |

  9. Information about the Nominees and Directors

    PROPOSAL 2 - RATIFICATION OF AUDIT COMMITTEE’S SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Our Audit Committee has appointed KPMG LLP as our independent registered public accounting firm for the fiscal year ending June 1, 2024. Representatives of KPMG LLP will participate in the Annual Meeting of Shareholders and will be available to respond to appropriate questions. Shareholders may submit questions online at www.virtualshareholdermeeting.com/MLKN2023. The KPMG LLP representatives will have the opportunity to make a statement if they so desire. Although the submission of this matter for approval by shareholders is not legally required, our Board of Directors believes that such submission follows sound corporate business practice and is in the best interests of our shareholders. If our shareholders do not approve the selection of KPMG LLP, the selection of this firm as our independent registered public accounting firm will be reconsidered by the Audit Committee. This ratification of the appointment of KPMG requires the affirmative vote of a majority of the votes cast on this proposal. Unless otherwise instructed by you, brokers, banks, and other street name holders will have the discretionary authority to vote your shares on this matter.

  10. Information about the Nominees and Directors

    | The Board of Directors recommends a vote FOR this proposal to ratify the appointment of KPMG LLP as our Company’s independent registered public accounting firm for fiscal 2024. |

  11. Directors

    Directors

  12. Directors

    | Name | Amount and Nature of Beneficial Ownership(1) | Percent of Class | | David A. Brandon | 25,771 | * | | Douglas D. French | 21,340 | * | | John R. Hoke III | 42,967 | * | | Lisa A. Kro | 38,856 | * | | Heidi J. Manheimer | 28,843 | * | | Candace S. Matthews | 13,220 | * | | Andi R. Owen | See Table Below | | | Michael C. Smith | 19,584 | * | | Michael R. Smith | 13,389 | * | | Michael A. Volkema | 220,313 | * |

  13. Directors

    * Less than 1% of the outstanding common stock. (1)Includes the following number of deferred stock units: 8,962 units for Mr. Brandon; 8,413 units for Mr. French; 12,104 units for Mr. Michael R. Smith; and 12,804 units for Mr. Volkema.

  14. Compensation Philosophy and Executive Compensation Program Overview

    | Element | Description | Metrics / Vehicles for Fiscal 2023 | | Base Salary | Fixed element of cash compensation determined by the external market data, positions at a similar level within the Company, and incumbent experience, performance, and scope of responsibilities | — | | Annual Incentives | Variable element of cash compensation. NEOs, consistent with other salaried employees, have the opportunity to earn an annual incentive payout pursuant to the Annual Executive Incentive Cash Bonus Plan (AIP) based upon performance against predetermined goals during the fiscal year | Operating Earnings, As Adjusted(1) | | Long-Term Incentives (LTI) | Equity-based component of compensation that is denominated in performance stock units (PSUs), stock options, and restricted stock units (RSUs). Long-term incentives encourage long-term strategic thinking and decision-making while also promoting ownership in the Company and alignment with shareholders’ interests. | PSUs (50% weighting) •45% Revenue •45% AOI •10% Corporate scorecard Stock options (25% weighting) RSUs (25% weighting) | | Benefits | We maintain retirement plans along with health insurance plans which are available to full-time and most part-time employees. | — | | Other Executive Plans and Perquisites | NEOs and other eligible employees may participate in our deferred compensation plan and our executive long-term disability plan and are allowed to obtain a comprehensive physical at our cost. Additionally, Ms. Owen is provided 35 hours of personal aircraft usage, and during fiscal 2023, was provided certain personal security services. | — |

  15. Role of Market Data and Compensation Peer Group

    Role of Market Data and Compensation Peer Group Role of Market Data The Compensation Committee, with assistance from its independent compensation consultant Pay Governance LLC, annually reviews competitive market data to assist with evaluating our executive compensation program and individual NEO compensation levels. Pay Governance utilized compensation peer group data (the following section Compensation Peer Group provides additional information), along with compensation data from the following survey sources, when analyzing the market competitiveness of our executive pay levels: Willis Towers Watson Executive Compensation Database and Aon Radford Network Executive Compensation Database (we refer to the compensation peer group data and the survey data collectively as “market data”). The market data are size-adjusted to reflect companies or operations with revenues similar to the related MillerKnoll scope of operations. Pay Governance compared pay elements on an individual basis and in total salary, target total cash, and target total direct compensation of each executive officer to the market data for a comparable benchmark position. Compensation Peer Group The Committee reviews the composition of the compensation peer group on an annual basis and approves adjustments to ensure the group remains appropriate. The criteria used to develop the compensation peer group is a combination of quantitative and qualitative factors:

  16. Role of Market Data and Compensation Peer Group

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

  17. Role of Market Data and Compensation Peer Group

    The compensation peer group used for fiscal 2023 as approved by the Committee, which is the same group used in fiscal 2022, is set forth below:

  18. Role of Market Data and Compensation Peer Group

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

  19. Fiscal 2023 Compensation Program

    (1) Reflects annualized salary. Annual Incentive Plan The AIP is our annual cash incentive program that covers all non-sales incented employees. For fiscal year 2023, operating earnings, as adjusted (“Operating Earnings, As Adjusted”) served as the sole performance metric in the AIP.

  20. Fiscal 2023 Compensation Program

    | (Dollars in millions) | Operating Earnings, As Adjusted Goals ($) | | | Payout as a % of Target | | | Actual | | | Period | Threshold | Target | Maximum | Threshold | Target | Maximum | Operating Earnings, As Adjusted ($)(1) | Payout(2) | | Fiscal 2023 | 262.8 | 375.4 | 431.7 | 25% | 100% | 200% | 245.3(2) | 0% |

  21. Fiscal 2023 Compensation Program

    | | Target 2023 AIP | | Payout as a % of Target | | Actual 2023 AIP Payout ($) | | Name | % of Salary | Value ($) | | | | | Andi R. Owen | 125% | 1,375,000 | | —% | 0 | | Jeffrey M. Stutz | 70% | 406,000 | | —% | 0 | | Christopher M. Baldwin | 70% | 406,000 | | —% | 0 | | John P. Michael | 70% | 406,000 | | —% | 0 | | Debbie F. Propst | 70% | 406,000 | | —% | 0 |

  22. Fiscal 2023 Compensation Program

    | | Weighting for Fiscal 2023 | | | Award Types | CEO | Other NEOs | | PSUs | 42% | 50% | | Stock Options | 17% | 25% | | Premium Stock Options | 21% | —% | | RSUs | 20% | 25% |

  23. Fiscal 2023 Compensation Program

    | | Target 2023 LTI | | PSUs (#) | Stock Options (#)(1) | RSUs (#) | | Name | % of Salary | Value ($) | | | | | Andi R. Owen | — | — | 80,000 | 300,000 | 40,000 | | Jeffrey M. Stutz | 175% | 1,015,000 | 17,844 | 27,248 | 9,264 | | Christopher M. Baldwin | 175% | 1,015,000 | 17,844 | 27,248 | 9,264 | | John P. Michael | 175% | 1,015,000 | 17,844 | 27,248 | 9,264 | | Debbie F. Propst | 175% | 1,015,000 | 17,844 | 27,248 | 9,264 |

  24. Fiscal 2023 Compensation Program

    (1)Kimball International, Inc. was removed due to being acquired by HNI Corporation before the end of the Company's fiscal year. RSUs represent the right to receive shares of MillerKnoll common stock with each unit representing the equivalent of one share of common stock as of the date of grant. These awards vest ratably 25%, 25%, and 50% over a three-year period on August 1st of each year, following the first anniversary of the grant date. RSUs, including accrued dividends in the form of additional RSUs on those units, convert into shares upon vesting. Stock options provide the opportunity to recognize value only if the share price appreciates above the strike price set on the date of grant. Our stock options vest ratably over three years in substantially equal annual tranches, creating a multi-year alignment between option recipients and shareholders and motivating participants to implement and achieve financial and operational goals that will lead to a growth in share price over a long period of time. Fiscal 2023 Premium-Priced Option Award In July 2022, the Committee granted Ms. Owen 200,000 premium-priced options as part of her fiscal 2023 annual equity award. The exercise price included a 44% premium on the closing price on the date of grant. The award vests ratably over three years. For additional information, see the Grants of Plan-Based Awards table. PSUs Earned for Fiscal 2021 to Fiscal 2023 Performance Cycle TSR performance for the PSUs granted in fiscal 2021 and earned for the fiscal 2021 to fiscal 2023 performance cycle ranked at the 13th percentile of the TSR peer group, resulting in a 75% multiplier applied to the target award opportunity. For additional details, see the Grants of Plan-Based Awards table.

  25. Compensation Program Changes for Fiscal 2024

    | Program | Change | Rationale | | AIP | •Replaced Operating Earnings, As Adjusted, with EBITDA, As Adjusted(1) | •The Committee and management believe EBITDA(1) more closely aligns with the financial performance goals the Company has set for fiscal 2024. | | LTIP | •Changed mix of form of awards to:(2) •50% premium-priced stock options •25% RSUs •25% PSUs(3) •For PSU awards granted in fiscal 2024: •Performance metric weighted 100% EBITDA, As Adjusted(1) •TSR modifier requires performance at the 55th percentile of the TSR peer group to receive a target payout | •The Committee and management determined to increase the emphasis on long-term financial performance. •MillerKnoll will continue to emphasize the importance of, and our commitment to, Environmental, Social, and Governance (ESG) and Diversity, Equity, Inclusion, and Belonging (DEIB) initiatives as part of our mission and operations. •Premium-priced stock options were added to the grant mix to create additional emphasis on growing our share price. |

  26. Compensation Program Changes for Fiscal 2024

    (1)EBITDA, As Adjusted is the Company’s net income or loss before interest, taxes, depreciation, and amortization, excluding earnings attributable to noncontrolling interests and plus or minus any adjustments approved by the Committee. (2)Mix of awards allocated to CEO: 50% PSUs; 25% RSUs; and 25% premium stock options. (3)The FY24 PSU award is subject to shareholder approval of Proposal 5 - Approve the MillerKnoll, Inc. 2023 Long-Term Incentive Plan.

  27. Severance Policy and Change in Control Agreements

    Severance Policy and Change in Control Agreements Severance Policy The NEOs are generally “at will” employees. This means that they can be discharged at any time and for no reason. We have established a severance policy that applies if an executive, including our NEOs, is terminated for reasons other than malfeasance or voluntary separation. For each NEO, severance would be equal to 18 months of base salary subject to the employee not competing with us during that period. The Committee’s determination as to the amount of severance payments for these NEOs is the result of benchmarking our practices to the market data. In addition, we maintain the health insurance on such employee during the salary continuation period. In exchange for such payments, the employee provides the Company with a mutual release of all claims and agrees not to work for a competitor or solicit our employees during the salary continuation period. Change in Control Agreements Each NEO is party to a Management Continuity Agreement, referred to as a Change in Control (CIC) Agreement, with us that provides for severance benefits in the event of both a change in control and the NEO’s termination of employment (“double-trigger”). The Committee believes the use of CIC agreements is appropriate as they help ensure both a continuity of management during a possible CIC transaction and help ensure that management remains focused on completing a transaction that is likely to maximize shareholder value. Potential payments under the change in control agreements are included in the tally sheets that the Committee reviews annually. The narrative and table footnotes in the Potential Payments Upon Termination, Death, Disability, Retirement, or Change in Control section describe the change in control payments in greater detail.

  28. Summary Compensation Table

    Summary Compensation Table The summary compensation table below shows the compensation for the NEOs for the fiscal years ended June 3, 2023 (2023), May 28, 2022 (2022), and May 29, 2021 (2021). Additional details regarding the Company’s executive compensation program are found in the CD&A.

  29. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1)(2) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | Andi R. Owen | 2023 | 1,100,000 | — | 2,203,328 | 2,091,000 | — | 441,239 | 5,835,567 | | President and CEO | 2022 | 1,084,231 | — | 1,405,550 | 866,971 | 1,292,452 | 335,634 | 4,984,838 | | | 2021 | 976,923 | — | 1,857,025 | 2,309,253 | 1,123,462 | 121,690 | 6,388,353 | | Jeffrey M. Stutz | 2023 | 577,615 | — | 519,100 | 256,949 | — | 72,129 | 1,425,793 | | CFO | 2022 | 553,062 | — | 384,142 | 239,338 | 369,000 | 54,132 | 1,599,674 | | | 2021 | 504,092 | — | 435,575 | 599,641 | 327,660 | 34,900 | 1,901,868 | | Christopher M. Baldwin(3) | 2023 | 577,661 | 700,000 | 456,101 | 256,949 | — | 107,170 | 2,097,881 | | Group President, MillerKnoll | 2022 | 561,000 | 1,200,000 | 123,688 | 75,522 | 199,371 | — | 2,159,581 | | John P. Michael(4) | 2023 | 571,654 | — | 510,653 | 256,949 | — | 66,184 | 1,405,440 | | President, Americas Contract | 2022 | 492,654 | — | 350,006 | 217,970 | 330,650 | 39,575 | 1,430,855 | | Debbie F. Propst | 2023 | 577,615 | — | 519,100 | 256,949 | 435,000 | 70,118 | 1,858,782 | | President, Global Retail | 2022 | 550,538 | — | 384,142 | 239,338 | 367,764 | 24,342 | 1,566,124 | | | 2021 | 488,462 | — | 422,060 | 418,654 | 317,500 | 63,008 | 1,709,684 |

  30. Summary Compensation Table

    (1)Amounts presented are the aggregate grant date fair value of the awards with an accounting grant date established in each of the respective years as computed in accordance with FASB ASC Topic 718. Assumptions used to calculate these amounts are set forth in Note 10 of the Company’s Consolidated Financial Statements for the fiscal year ended June 3, 2023, included in our Annual Report on Form 10-K. (2)Components of the amounts presented in the Stock Awards column are comprised of both RSUs and PSUs as itemized in table below. Consistent with the requirements of FASB ASC Topic 718, the value of the PSUs displayed in the table below are at their target and highest levels of performance for the third tranche of the awards granted on July 13, 2021, and the first tranche of the awards granted on July 12, 2022, for which the accounting grant date value was originally established on July 12, 2022. For additional details, see the Grants of Plan-Based Awards table. The remaining tranches of these awards will be linked to performance goals for subsequent fiscal years and will be reported in the Summary Compensation Table for those fiscal years in which the accounting grant date values are established.

  31. Summary Compensation Table

    | | Components of Stock Awards | | Additional Information | | | Value of RSUs ($) | Value of PSUs at Target Attainment ($) | Value of PSUs at Maximum Attainment ($) | | Andi R. Owen | 1,110,000 | 1,093,328 | 2,186,656 | | Jeffrey M. Stutz | 257,076 | 262,024 | 524,048 | | Christopher M. Baldwin | 257,076 | 199,025 | 398,050 | | John P. Michael | 257,076 | 253,577 | 507,154 | | Debbie F. Propst | 257,076 | 262,024 | 524,048 |

  32. Summary Compensation Table

    (3)Mr. Baldwin’s employment with the Company commenced on July 19, 2021, and he became a NEO in fiscal 2022. The remaining balance of his Cash Retention Award was or will be paid in installments of $700,000 each, on August 19, 2022 (fiscal 2023), and August 22, 2023 (fiscal 2024), respectively. (4)Mr. Michael’s employment with the Company commenced on June 5, 2017, and he became a NEO in fiscal 2022. (5)Ms. Propst's fiscal 2023 bonus represents a special AIP cash bonus award intended to serve as a retention incentive given the critical nature of her leadership of the Global Retail business and subject to performance over fiscal 2023. The bonus earned by Ms. Propst based on fiscal 2023 performance was paid in July 2023. A portion of the bonus was deferred under the MillerKnoll Executive Equalization Retirement Plan; the amount of that deferral will be shown in next year’s Nonqualified Deferred Compensation table. (6)The amounts for fiscal 2023 for all other compensation are described in the table below.

  33. Summary Compensation Table

    | | Company Contributions to 401(k) Plan and Deferred Compensation Plan ($)(a) | Personal Use of Company Property ($)(b) | Personal Security ($)(c) | Comprehensive Executive Physical Health Exam ($) | Other Taxable Income ($) | Total Other Compensation ($) | | Andi R. Owen | 185,965 | 189,582 | 61,892 | 3,800 | — | 441,239 | | Jeffrey M. Stutz | 68,329 | — | — | 3,800 | — | 72,129 | | Christopher M. Baldwin | 107,170 | — | — | — | — | 107,170 | | John P. Michael | 66,184 | — | — | — | — | 66,184 | | Debbie F. Propst | 70,118 | — | — | — | — | 70,118 |

  34. Summary Compensation Table

    (a)Amounts represent the Company’s contributions to the Retirement Plan and the MillerKnoll, Inc. Executive Equalization Retirement Plan. (b)Ms. Owen’s amount represents personal use of the fractional aircraft interest owned by the Company. This dollar amount was the incremental cost to the Company of Ms. Owen’s personal use, which is the actual invoiced cost of the trips, including any miscellaneous costs invoiced by the fractional provider. (c)Reflects personal security the Company required and paid for on behalf of Ms. Owen.

  35. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The Grants of Plan-Based Awards table below contains information on both non-equity and equity incentive plan-based awards granted by the Company to the NEOs during fiscal 2023 under the LTIP and the possible payouts to the NEOs under the AIP for fiscal 2023. These amounts are not realized income. For additional details of grants under the LTIP, as well as the performance criteria under the AIP, refer to the Fiscal 2023 Compensation Program section in the CD&A.

  36. Grants of Plan-Based Awards

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | All Other Option Awards: Number of Securities Underlying Options (#)(5) | Exercise or Base Price of Option Awards ($/Sh)(6) | Grant Date Fair Value of Stock and Option Awards ($)(7) | | Name | Award Type(1) | Grant Date | Threshold (#) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Andi R. | CB | | 343,750 | 1,375,000 | 2,750,000 | | | | | | | | | Owen | PSU | 07/12/22(8) | | | | — | 38,725 | 77,450 | | | | 1,093,328 | | | RSU | 07/12/22 | | | | | | | 40,000 | | | 1,110,000 | | | Option | 07/12/22 | | | | | | | | 100,000 | 27.75 | 943,000 | | | Option | 07/12/22 | | | | | | | | 200,000 | 40.00 | 1,148,000 | | Jeffrey M. | CB | | 101,500 | 406,000 | 812,000 | | | | | | | | | Stutz | PSU | 07/12/22(8) | | | | — | 9,291 | 18,582 | | | | 262,024 | | | RSU | 07/12/22 | | | | | | | 9,264 | | | 257,076 | | | Option | 07/12/22 | | | | | | | | 27,248 | 27.75 | 256,949 | | Christopher | CB | | 101,500 | 406,000 | 812,000 | | | | | | | | | M. Baldwin | PSU | 07/12/22(8) | | | | — | 7,024 | 14,048 | | | | 199,025 | | | RSU | 07/12/22 | | | | | | | 9,264 | | | 257,076 | | | Option | 07/12/22 | | | | | | | | 27,248 | 27.75 | 256,949 | | John P. | CB | | 101,500 | 406,000 | 812,000 | | | | | | | | | Michael | PSU | 07/12/22(8) | | | | — | 8,987 | 17,974 | | | | 253,577 | | | RSU | 07/12/22 | | | | | | | 9,264 | | | 257,076 | | | Option | 07/12/22 | | | | | | | | 27,248 | 27.75 | 256,949 | | Debbie F. | CB | | 101,500 | 406,000 | 812,000 | | | | | | | | | Propst | CB | (9) | | 435,000 | | | | | | | | | | | CB | (10) | | 435,000 | | | | | | | | | | | PSU | 07/12/22(8) | | | | — | 9,291 | 18,582 | | | | 262,024 | | | RSU | 07/12/22 | | | | | | | 9,264 | | | 257,076 | | | Option | 07/12/22 | | | | | | | | 27,248 | 27.75 | 256,949 |

  37. Grants of Plan-Based Awards

    (1)“CB” refers to the AIP cash bonus awards made pursuant to the Executive Incentive Cash Bonus Plan; “PSU,” “RSU,” and “Option” refer to performance-based restricted stock units, time-based restricted stock units, and stock options, respectively, issued under the LTIP. (2)Under the AIP, executives can earn incentive compensation based on the achievement of certain company performance goals. The actual Cash Bonus amount paid with respect to any year may range from zero to two times the target based upon the relative achievement of the performance goal. For fiscal 2023, the goal was based upon the achievement of Operating Earnings, As Adjusted. (3)Represent the range of possible shares to be issued under PSU awards granted in fiscal 2023. Overall attainment is capped at 200% of target and can be as low as zero, subject to a modifying metric of relative TSR. For additional information, see the Fiscal 2023 Compensation Program - Long-Term Incentives section. (4)The RSUs represent the right to receive shares of the Company’s common stock; these awards vest ratably 25%, 25%, and 50% over a three-year period on August 1st of each year, following the first anniversary of the grant date. (5)Each option has a term of ten years and vests in substantially 3 equal annual installments commencing on the first anniversary of the grant date. (6)Stock options are awarded at an option price not less than the market value of the Company’s common stock on the date of grant. (7)Aggregate grant date values are computed in accordance with FASB ASC Topic 718. For PSUs, the grant date fair value was determined based upon the vesting at 100% of the target units awarded. (8)The amounts presented reflect the third one-year performance period of the PSUs with AOI, Revenue, and non-financial performance goals granted on July 13, 2021, for which the accounting grant date fair value was originally established on July 12, 2022, plus the first one-year performance period of the PSUs with AOI, Revenue and non-financial performance goals granted on July 12, 2022, for which the accounting grant date fair value was established on July 12, 2022. The PSUs earned from these awards are expected to vest on August 1, 2024, and August 1, 2025, respectively. (9)Represents a special AIP cash bonus award intended to serve as a retention incentive given the critical nature of Ms. Propst’s leadership of the Global Retail business. The bonus earned by Ms. Propst's based on fiscal 2023 performance was paid in July 2023 and is included in her 2023 compensation reported in the Summary Compensation Table. (10)Represents a special AIP cash bonus award intended to serve as a retention incentive given the critical nature of Ms. Propst’s leadership in the Global Retail business and subject to fiscal 2024 performance and payable in July 2024.

  38. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table shows the outstanding option and stock awards held by our NEOs as of June 3, 2023. It includes both exercisable and unexercisable options, and shares and units that have not vested.

  39. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#)(1) Exercisable | Number of Securities Underlying Unexercised Options (#)(1) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Andi R. Owen | 08/22/18 | 77,447 | — | 38.15 | 08/22/28 | | | | | | | 07/14/20 | 82,824 | 41,423 | 21.38 | 07/14/30 | 19,106 | 272,069 | | | | | 07/14/20 | 183,935 | 91,995 | 23.52 | 07/14/30 | | | | | | | 01/14/21(5) | | | | | | | 22,172 | 315,729 | | | 07/13/21(6) | 20,123 | 40,251 | 45.75 | 07/13/31 | 15,132 | 215,480 | 6,162 | 87,747 | | | 01/05/22(6) | | | | | | | 7,394 | 105,291 | | | 07/12/22 | — | 100,000 | 27.75 | 07/12/32 | 41,634 | 592,868 | 38,725 | 551,444 | | | 07/12/22(7) | — | 200,000 | 40.00 | 07/12/32 | | | | | | Jeffrey M. Stutz | 07/19/16 | 37,441 | — | 31.86 | 07/19/26 | | | | | | | 07/18/17 | 22,953 | — | 33.75 | 07/18/27 | | | | | | | 07/16/18 | 17,512 | — | 38.30 | 07/16/28 | | | | | | | 07/14/20 | 19,427 | 9,715 | 21.38 | 07/14/30 | 4,481 | 63,809 | | | | | 07/14/20 | 50,022 | 25,018 | 23.52 | 07/14/30 | | | | | | | 01/14/21(5) | | | | | | | 5,201 | 74,062 | | | 07/13/21(6) | 5,556 | 11,111 | 45.75 | 07/13/31 | 4,176 | 59,466 | 1,700 | 24,208 | | | 01/05/22(6) | | | | | | | 2,040 | 29,050 | | | 07/12/22(7) | — | 27,248 | 27.75 | 07/12/32 | 9,643 | 137,316 | 9,291 | 132,304 | | Christopher M. | 07/19/21(8) | | | | | 11,459 | 163,176 | | | | Baldwin | 07/19/21(8) | | | | | 11,459 | 163,176 | | | | | 07/20/21(6) | 1,815 | 3,630 | 44.20 | 07/20/31 | 1,364 | 19,423 | 567 | 8,074 | | | 01/05/22 | | | | | | | 680 | 9,683 | | | 07/12/22(7) | — | 27,248 | 27.75 | 07/12/32 | 9,643 | 137,316 | 7,024 | 100,022 | | John P. Michael | 07/14/20 | 1,850 | 924 | 21.38 | 07/14/30 | 1,280 | 18,227 | | | | | 07/14/20 | 6,666 | 3,334 | 23.52 | 07/14/30 | | | | | | | 01/14/21(5) | | | | | 793 | 11,292 | 4,031 | 57,401 | | | 07/13/21(6) | 5,060 | 10,119 | 45.75 | 07/13/31 | 3,804 | 54,169 | 1,550 | 22,072 | | | 01/05/22(6) | | | | | | | 1,860 | 26,486 | | | 07/12/22(7) | — | 27,248 | 27.75 | 07/12/32 | 9,643 | 137,316 | 8,987 | 127,975 | | Debbie F. Propst | 07/14/20 | 18,824 | 9,414 | 21.38 | 07/14/30 | 4,342 | 61,830 | | | | | 07/14/20 | 29,211 | 14,609 | 23.52 | 07/14/30 | | | | | | | 01/14/21(5) | | | | | | | 5,039 | 71,755 | | | 07/13/21(6) | 5,556 | 11,111 | 45.75 | 07/13/31 | 4,176 | 59,466 | 1,700 | 24,208 | | | 01/05/22(6) | | | | | | | 2,040 | 29,050 | | | 07/12/22(7) | — | 27,248 | 27.75 | 07/12/32 | 9,643 | 137,316 | 9,291 | 132,304 |

  40. Outstanding Equity Awards at Fiscal Year-End

    (1)Options vest ratably in substantially three equal annual installments commencing on the first anniversary of the grant date. (2)RSU awards vest ratably 25%, 25%, and 50% over a three-year period on August 1st of each year, following the first anniversary of the grant date; amounts shown reflect additional units credited due to dividend reinvestment. (3)Assumes a stock price of $14.24 per share, which was the closing price of a share of the Company’s common stock on the last trading day of fiscal 2023. (4)PSUs vest depending upon the attainment level of certain predetermined performance goals. (5)PSUs granted in January 2021 cliff vest on August 1, 2023, and are reported at a 75% achievement level at June 3, 2023, the end of the measurement period. (6)For PSUs granted in July 2021, the units reflected are only for tranches for which performance goals have been established on the accounting grant dates indicated; each performance goal’s PSUs are calculated individually at the next highest level of attainment and then reported in aggregate. (7)For PSUs granted in July 2021 and July 2022, the units reflected are only for tranches for which performance goals have been established on the accounting grant dates indicated; each performance goal’s PSUs are calculated individually at the next highest level of attainment and then reported in aggregate. (8)Mr. Baldwin’s outstanding RSU grant of 11,459 units and Restricted Stock Award (RSA) grant of 11,459 shares were granted on February 16, 2021, prior to the acquisition of Knoll, Inc. on July 19, 2021. Each of these awards was rolled over as part of the merger consideration and cliff vest after three years from the original grant date with accrued dividends paid out in cash.

  41. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The table below provides information on the number and value of options exercised in fiscal 2023 and the vesting of restricted stock on an aggregate basis:

  42. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1)(2) ($) | | Andi R. Owen | — | — | 30,209 | 871,731 | | Jeffrey M. Stutz | — | — | 7,287 | 210,640 | | Christopher M. Baldwin | — | — | 8,914 | 227,908 | | John P. Michael | — | — | 3,375 | 96,511 | | Debbie F. Propst | — | — | 7,320 | 211,313 |

  43. Option Exercises and Stock Vested

    (1)Value based on the closing market price of the Company’s common stock on the vesting date. (2)Value realized includes dividend reinvestment shares vested with underlying RSU shares. Mr. Baldwin's value realized includes dividend equivalents paid out as cash upon the vesting of RSA and RSUs granted prior to the Knoll acquisition on July 19, 2021.

  44. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The MillerKnoll, Inc. Executive Equalization Retirement Plan allows all United States employees who have compensation above the statutory ceiling to defer income in the same proportion as if the statutory ceiling did not exist. We make contributions to the Plan such that Company contributions mirror the amounts we would have contributed to the Company’s tax-qualified 401(k) plan had the employee’s compensation not been above the statutory ceiling. Distributions from the Plan are paid out in cash based on the deferral election specified by the participant. We do not guarantee a rate of return under the Plan. Instead, participants make investment elections for their deferrals and company contributions. Investment options are the same as those available under our 401(k) plan. The Nonqualified Deferred Compensation table below provides certain information relating to our compensation plan that provides for the deferral of compensation on a basis that is not tax-qualified:

  45. Nonqualified Deferred Compensation

    | Name | Aggregate Balance at May 28, 2022 ($) | Executive Officer Contributions in Fiscal 2023 ($)(1) | Registrant Contributions in Fiscal 2023 ($)(2) | Aggregate Earnings in Fiscal 2023 ($)(3) | Aggregate Withdrawals/ Distributions in Fiscal 2023 ($) | Aggregate Balance at June 3, 2023 ($) | | Andi R. Owen | 685,047 | 97,390 | — | 14,925 | — | 797,362 | | Jeffrey M. Stutz | 750,480 | 88,522 | — | 11,645 | — | 850,647 | | Christopher M. Baldwin | 27,801 | 59,081 | — | 4,499 | — | 91,381 | | John P. Michael | 211,993 | 98,147 | — | 10,267 | — | 320,407 | | Debbie F. Propst | 26,263 | 29,008 | — | 3,296 | — | 58,567 |

  46. Nonqualified Deferred Compensation

    (1)Amounts in this column represent the deferrals of base salary earned in fiscal 2023 included in the Summary Compensation Table under Salary, plus deferral of amounts earned in fiscal 2022 and paid in fiscal 2023 under the AIP included in the fiscal 2022 Summary Compensation Table under Non-Equity Incentive Plan Compensation. (2)Amounts in this column represent the Company’s contribution and are included in the “All Other Compensation” column of the Summary Compensation Table. (3)Amounts reflect increases (decreases) in value of the employee’s account during the year, based upon deemed investment of deferred amounts.

  47. Potential Payments Upon Termination, Death, Disability, Retirement, or Change in Control

    Potential Payments Upon Termination, Death, Disability, Retirement, or Change in Control The following table quantifies the estimated payments that would be made to each NEO in the event of his or her termination by the Company without cause, in the event of his or her termination under circumstances that would trigger payments under change in control agreements, and upon the his or her death, disability, or retirement, in each case assuming that the change in control, termination and/or other event occurred on June 3, 2023.

  48. Potential Payments Upon Termination, Death, Disability, Retirement, or Change in Control

    | Name | Benefit | Death ($) | Disability ($) | Retirement ($)(1) | Without Cause ($) | Change in Control ($) | | Andi R. Owen | Cash Severance(2) | — | — | — | 1,650,000 | 7,425,000 | | | Unvested Restricted Stock Units(3) | 1,068,676 | 1,068,676 | — | 547,306 | 1,068,676 | | | Unvested Performance Stock Units(4) | 696,756 | 300,507 | — | 696,756 | 1,211,984 | | | Unvested Stock Options(5) | — | — | — | — | — | | | Health and Welfare(6)(7) | — | — | — | 58,826 | 58,826 | | | Total | 1,765,432 | 1,369,183 | — | 2,952,888 | 9,764,486 | | Jeffrey M. Stutz | Cash Severance(2) | — | — | — | 870,000 | 1,972,000 | | | Unvested Restricted Stock Units(3) | 257,757 | 257,757 | — | 133,283 | 257,757 | | | Unvested Performance Stock Units(4) | 160,890 | 70,486 | — | 160,890 | 289,475 | | | Unvested Stock Options(5) | — | — | — | — | — | | | Health and Welfare(6)(7) | — | — | — | 32,402 | 32,402 | | | Total | 418,647 | 328,243 | — | 1,196,575 | 2,551,634 | | Christopher M. Baldwin | Cash Severance(2) | — | — | — | 870,000 | 1,972,000 | | | Unvested Restricted Stock Units(3) | 481,389 | 481,389 | — | 248,910 | 481,389 | | | Unvested Performance Stock Units(4) | 71,813 | — | — | 71,813 | 161,591 | | | Unvested Stock Options(5) | — | — | — | — | — | | | Health and Welfare(6)(7) | — | — | — | 52,688 | 52,688 | | | Total | 553,202 | 481,389 | — | 1,243,411 | 2,667,668 | | John P. Michael | Cash Severance(2) | — | — | — | 870,000 | 1,972,000 | | | Unvested Restricted Stock Units(3) | 218,599 | 218,599 | 209,669 | 96,187 | 218,599 | | | Unvested Performance Stock Units(4) | 148,558 | 54,638 | 243,174 | 148,558 | 265,620 | | | Unvested Stock Options(5) | — | — | — | — | — | | | Health and Welfare(6)(7) | — | — | — | 60,149 | 60,149 | | | Total | 367,157 | 273,237 | 452,843 | 1,174,894 | 2,516,368 | | Debbie F. Propst | Cash Severance(2) | — | — | — | 870,000 | 1,972,000 | | | Unvested Restricted Stock Units(3) | 255,796 | 255,796 | — | 131,431 | 255,796 | | | Unvested Performance Stock Units(4) | 167,023 | 68,301 | — | 167,023 | 287,179 | | | Unvested Stock Options(5) | — | — | — | — | — | | | Health and Welfare(6)(7) | — | — | — | 56,261 | 56,261 | | | Total | 422,819 | 324,097 | — | 1,224,715 | 2,571,236 |

  49. Potential Payments Upon Termination, Death, Disability, Retirement, or Change in Control

    (1)Mr. Michael is the only NEO who is retirement eligible. (2)“Without Cause” amount equals 18 months of base salary. See narrative following this table for “CIC” amount. (3)Accelerated vesting and no proration for time worked for “Death,” “Disability,” “Retirement,” (awards are prorated if retirement occurs within the first 12 months of grant date) and “CIC.” Accelerated vesting and proration for time worked for “Without Cause.” (4)For “Death,” accelerated vesting and proration based on time worked. For “Disability,” accelerated vesting and proration based on time worked only for awards granted in fiscal 2021. For “Retirement,” accelerated vesting and proration based on time worked only for awards granted in fiscal 2021 and accelerated vesting and no proration for awards granted prior to fiscal 2021. For “Without Cause,” accelerated vesting and proration based on time worked only for awards granted in fiscal 2021. For “CIC,” accelerated vesting and no proration for time worked. All scenarios use actual performance and are based on the following as of our fiscal year ended June 3, 2023: The PSUs granted in fiscal 2021 subject to a rTSR modifier equal 75% of target, PSUs granted in fiscal 2022 equal 55% of target, and PSUs granted in fiscal 2023 equal 53% of target. (5)Forfeited under “Death,” “Disability,” and “Without Cause.” Continued vesting under “Retirement.” Accelerated vesting under “CIC.” There is no accelerated vesting of stock options or PSUs under a “Retirement” scenario. Awards, in full or prorated, continue to vest. (6)For Health and Welfare Benefits, “Without Cause” amount equals 18 months of benefits continuation and “CIC” amount equals 36 months (CEO) or 24 months (other NEOs) benefits continuation. (7)Other benefits reflect outplacement ($25,000).

  50. Potential Payments Upon Termination without Change in Control

    Potential Payments Upon Termination without Change in Control •18 months base salary continuation for NEOs if they are terminated for reasons other than cause. •Maintain health insurance during salary continuation period. •Employee provides the Company with a release of all claims and agrees not to work for a competitor or solicit employees during the salary continuation period.

  51. Potential Payments Upon Termination in Connection with Change in Control

    Potential Payments Upon Termination in Connection with Change in Control In fiscal 2023, each NEO was party to a CIC Agreement with the Company that contains “double-trigger” change in control provisions. These provisions state that there must be both a change in control and the employee must incur an actual or constructive termination of employment by us to be entitled to a payment. A change in control (as defined more specifically in the CIC Agreements) occurs: •If a third party becomes the owner of 35% or more of the Company’s stock; •If a majority of the Board of Directors is composed of persons who are not recommended by the existing Board; or •Under certain transactions involving a merger or reorganization, a sale of all or substantially all of the Company’s assets, or a liquidation in which the Company does not maintain certain control thresholds. An executive is entitled to a payment under the CIC Agreement if, within two years after a change in control, the Company terminates the employment of the executive without cause or the executive terminates their employment for good reason, which is defined as the occurrence of any one or more of the following without the executive’s express written consent: •The executive is assigned duties at any time during the six months prior to the change in control that are materially different from or inconsistent with the duties, responsibilities, and status of the executive’s position or which result in a significant reduction in the executive’s authority and responsibility as an executive within the Company or a subsidiary. •A reduction in the executive’s base salary, target value of the annual incentive, or target value of the LTIP awards. •The Company requires the executive to be based at a location over 50 miles from the facility that is the executive’s principal business office at the time of the change in control. •A reduction of 5% or more in the aggregate benefits provided to the executive and his or her dependents under the Company’s employee benefit plans. •The failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform the CIC Agreement. If both triggering events occur, then the NEO is entitled to a change in control payment that consists of: •A lump sum cash amount equal to the executive’s annual base salary, multiplied by two (or three, in the case of the CEO). •A lump sum cash amount equal to two (or three, in the case of the CEO) times the greater of (1) the executive’s average bonus over the previous three years or (2) the executive’s target bonus for the fiscal year in which the change in control occurs, plus a prorated amount of the executive’s target bonus for the fiscal year in which the termination date occurs. •Healthcare coverage, and life and disability insurance for the 24 (or 36, in the case of the CEO) consecutive month period beginning immediately after the termination date. •Outplacement services up to a maximum of $25,000. •All outstanding awards held by the executive under the Company’s LTIP shall vest in full as of the termination date. Specific treatment of each award type is summarized in the Vesting of Long-Term Incentive Awards section below. The Company has no obligation to make a “gross-up” payment to the executive officer if the amount of the payments under the change in control agreements is subject to an excise tax under Section 4999 of the Internal Revenue Code of 1986. To receive the payments, the NEO is obligated to comply with certain restrictive covenants under the agreement, which include committing the executive to refrain from competing with the Company for a period equal to the number of years of compensation received under the agreement.

  52. Pay Versus Performance Table

    Pay Versus Performance Table The following table sets forth compensation information for our CEO and the average compensation of our other NEOs (the “Other NEOs”), along with our TSR, our peer group TSR, net income, and Operating Earnings, As Adjusted by the Compensation Committee, for our fiscal years ended June 3, 2023 (2023), May 28, 2022 (2022), and May 29, 2021 (2021):

  53. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year | Summary Compensation Table Total for CEO ($)(1) | Compensation Actually Paid to CEO ($)(2) | Average Summary Compensation Table Total for Other NEOs ($)(1) | Average Compensation Actually Paid to Other NEOs ($)(2) | Company TSR ($) | Peer Group TSR ($)(3) | Net Income (in millions) ($)(4) | Operating Earnings, As Adjusted (in millions) ($)(5) | | 2023 | 5,835,567 | (336,686) | 1,696,974 | 577,205 | 66.45 | 131.62 | 42.1 | 245.3 | | 2022 | 4,984,838 | (1,966,393) | 1,689,059 | 1,144,496 | 137.73 | 138.45 | (27.1) | 192.5 | | 2021 | 6,388,353 | 16,841,666 | 1,747,008 | 3,875,768 | 210.48 | 199.04 | 174.6 | 245.5 |

  54. Pay Versus Performance Table

    (1) The total compensation reported in the above table is for the following NEOs:

  55. Pay Versus Performance Table

    | Fiscal Year | CEO | Other NEOs | | 2023 | Andi R. Owen | Jeffrey M. Stutz, Christopher M. Baldwin, John P. Michael, Debbie F. Propst | | 2022 | Andi R. Owen | Jeffrey M. Stutz, Christopher M. Baldwin, John P. Michael, Debbie F. Propst | | 2021 | Andi R. Owen | Jeffrey M. Stutz, Megan Lyon, Debbie F. Propst, B. Ben Watson |

  56. Pay Versus Performance Table

    (2)Amounts reported are based on total compensation reported in the Summary Compensation Table for our CEO and on average for our Other NEOs for the indicated covered fiscal years and adjusted as shown in the table below. The fair value of equity awards was computed in accordance with the Company's methodology used for financial reporting purposes.

  57. Pay Versus Performance Table

    | Fiscal Year | NEO Type | Summary Compensation Table Total ($) | Reported Summary Compensation Table Value of Equity Awards ($)(a) | Equity Award Adjustments ($)(b) | Compensation Actually Paid ($) | | 2023 | CEO | 5,835,567 | 4,294,328 | (1,877,925) | (336,686) | | | Other NEOs | 1,696,974 | 758,188 | (361,581) | 577,205 | | 2022 | CEO | 4,984,838 | 2,272,521 | (4,678,710) | (1,966,393) | | | Other NEOs | 1,689,059 | 503,537 | (41,026) | 1,144,496 | | 2021 | CEO | 6,388,353 | 4,166,278 | 14,619,591 | 16,841,666 | | | Other NEOs | 1,747,008 | 904,311 | 3,033,071 | 3,875,768 |

  58. Pay Versus Performance Table

    (a)Represents the total of the amounts reported in the Stock Awards and Option Awards columns in the Summary Compensation Table for the applicable year. (b)The following table details the amounts deducted or added in calculating the equity award adjustments for our CEO, as well as the average for our other NEOs, as computed in accordance with Item 402(v). The valuation assumptions used to calculate equity award fair values did not materially differ from those disclosed at the time of grant.

  59. Pay Versus Performance Table

    | Fiscal Year | NEO Type | Year End Fair Value of Outstanding and Unvested Equity Awards ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Fair Value at Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | 2023 | CEO | 1,139,605 | (2,495,253) | — | (547,281) | — | 25,004 | (1,877,925) | | | Other NEOs | 202,126 | (490,073) | — | (84,229) | — | 10,595 | (361,581) | | 2022 | CEO | 1,291,231 | (5,265,971) | — | (726,187) | — | 22,217 | (4,678,710) | | | Other NEOs | 535,890 | (663,576) | 143,163 | (69,635) | — | 13,132 | (41,026) | | 2021 | CEO | 13,255,049 | 1,292,410 | — | 9,919 | — | 62,213 | 14,619,591 | | | Other NEOs | 2,833,444 | 187,112 | — | 1,017 | — | 11,498 | 3,033,071 |

  60. Pay Versus Performance Table

    (3)Represented for each of the indicated fiscal years is the cumulative weighted TSR of our custom TSR peer group. The peer group for purposes of this table for each of 2023, 2022, and 2021 is the same as our peer group as set in the Fiscal 2023 Compensation Program - Long-Term Incentives section of the CD&A except for 2021, which also included Wayfair, Floor & Decor Holdings, and Knoll. In 2022, Wayfair and Floor & Decor Holdings were removed as they no longer met the minimum criteria described in the aforementioned section. Knoll was acquired by MillerKnoll (F.K.A. Herman Miller) in July 2021. Also, Kimball International, Inc. was not included in 2023 as the company was acquired before the end of the fiscal year. (4)Net income (loss) used within this table refers to “Net earnings (loss) attributable to MillerKnoll, Inc.” as presented in our Annual Report on Form 10-K Consolidated Statements of Comprehensive Income. (5)In accordance with Item 402(v) of Regulation S-K, we determined Operating Earnings, As Adjusted by the Compensation Committee, to be our Company Selected Measure (CSM) that is the most important financial performance measure for fiscal 2023 and the prior two years, not otherwise disclosed in this table, used to link Compensation Actually Paid (CAP) to our NEOs because it is the performance measure applied to both our AIP and LTI. For fiscal 2023, the Committee approved adjustments to Operating Earnings for restructuring amortization. For fiscal 2022, the Committee approved adjustments to operating earnings for (1) restructuring amortization, (2) acquisition-related costs, (3) removal of Knoll results from H1 performance tranche. For fiscal 2021, the Committee approved adjustments to operating earnings for restructuring amortization.

  61. Relationships Between Compensation Actually Paid and Performance

    Relationships Between Compensation Actually Paid and Performance The first three graphs below provide comparisons of CAP for our CEO and Other NEOs as compared to (1) our cumulative TSR, (2) Net Income, and (3) Operating Earnings, As Adjusted, each as shown in the Pay Versus Performance Table. The last graph below provides a comparison of our cumulative TSR and our peer group’s cumulative TSR.