DEF 14A of Millerknoll, Inc., Aug 30, 2024

DEF 14A of Millerknoll, Inc.

Filed Aug 30, 2024 · FY20240000066382-24-000064

Open on EDGAR

  1. Securities Exchange Act of 1934

    Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box:

  2. Securities Exchange Act of 1934

    | ☐ | Preliminary Proxy Statement | | ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | | ☒ | Definitive Proxy Statement | | ☐ | Definitive Additional Materials | | ☐ | Soliciting Material Pursuant to §240.14a-12 |

  3. Securities Exchange Act of 1934

    MillerKnoll, Inc. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply):

  4. Securities Exchange Act of 1934

    | ☒ | No fee required. | | ☐ | Fee paid previously with preliminary materials. | | ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |

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    | To our shareholders: MillerKnoll wrapped up fiscal year 2024 with a strong finish. Anticipating demand improvement toward the end of the year, we took action to navigate the environment and drive meaningful profitability improvement. We leveraged our global operations network and diversified channels, invested in innovative solutions for customers, strengthened our product offerings and enhanced our physical and digital experiences. While our retail business and the industry continue to navigate tough conditions in the short-term, we are focused on long-term growth. We are optimistic entering the new year with momentum and positive levels of activity across our business. Growing Globally With our collective of brands, we believe there is substantial opportunity to grow internationally. The strength of our dealer network plays a crucial role in our International Contract strategy. This year, we accelerated our international MillerKnoll dealer network, adding 29 dealers in 13 new cities and 3 new countries. Through our dealers’ | showrooms we are expanding our presence in high-performing regions, and throughout the year dealers opened new MillerKnoll showrooms in India, Singapore, and Indonesia. We also added sales leadership and resources in these regions to better connect our international dealers with MillerKnoll. These strategies are yielding positive results and customer engagement. We have been acting on aggressive plans to bring Knoll to new markets throughout Europe. Our network around the globe is ready to deliver designs for these regions as demand continues to grow. Designing with Impact Conversations about the modern workplace are shifting to focus on creating spaces that promote wellbeing and connection. As a leader in transforming modern design, we have an opportunity to shape the dialogue on the modern office through our “Design with Impact” program, aimed at redefining the workplace and bringing design into its next chapter. Launched this year, our approach addresses employees’ need for community and connection, focuses on improving wellbeing, and helps organizations | navigate and design for change. These efforts have improved our product offerings and deepened engagement with clients, allowing us to deliver solutions that extend past theoretical return-to-office ideas and meet the unique needs companies face today. Innovating Customer Experiences Our showrooms and storefronts are a key destination for our customers as they explore our collective of design brands. We have enhanced our physical locations and digital experiences. Based on feedback from our design partners and dealers, we know that in cities where we have multiple showrooms for separate brands, they often chose to visit only one location for convenience. During the year, we began the process of co-locating brand showrooms to create a more powerful customer experience. | | | | “Conversations about the modern workplace are shifting to focus on creating spaces that promote wellbeing and connection.” | | | | |

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    | For example, we opened a new MillerKnoll contract showroom in Dallas bringing the Herman Miller and Knoll brands together. In San Francisco, we consolidated our showroom space creating one beautiful location with dedicated space for Herman Miller, Knoll, and Geiger DatesWeiser. In New York we’re expanding our 251 Park Avenue South showroom with dedicated space for Herman Miller, Knoll, Geiger, DatesWeiser, Muuto, and others. Spaces like this, which integrate our portfolio of solutions under one roof, will continue to strengthen our position within the contract furniture industry. We also continued to optimize our retail presence, prioritizing customer experience and operational efficiency. Strategic decisions, such as converting HAY stores to Design Within Reach (DWR) locations and offering HAY and Muuto through DWR e-commerce sites streamlined operations while offering customers a way to experience more brands in one place. Adding tools such as design configurators, which allow customers to create renderings of their home space and strengthening the trade offerings pages on our site which allow designers to place orders at any time, allowed us to strengthen our e-commerce business. In addition, we debuted a new DWR format in San Francisco with rotating galleries and interactive exhibits, and Muuto opened its flagship store in Tokyo, further strengthening our presence in Asia. We’ll apply learnings from these physical experiences to future stores. Our retail teams also focused on enhancing and expanding our product assortment. To capture more sales and productivity with less foot traffic, we densified our store space to show more of | our collections. Expanded design services and tools allowed us to work more closely with clients to improve their experience, deepen relationships, and generate larger orders. Despite lingering macroeconomic challenges facing our industry at-large, our strategic approach to optimizing our retail engine and enriching our customers’ experience has put us in a strong position to seize pent-up retail demand, particularly as conditions in the housing market indicate a shift in the right direction. Focusing on High Impact Verticals We are constantly seeking new opportunities to direct our expertise and industry experience towards spaces beyond the home and office, including high-impact verticals such as healthcare and education. Our scale, agile manufacturing capabilities, distribution network, and design leadership make us uniquely competitive in capturing these high impact verticals as well as the market resilient sectors, such as financial services and legal. We remain focused on these bright spots, as we forge new client relationships and deepen our presence in designing spaces beyond the traditional workspace. Building on our Design DNA Our company has spent over a century defining the design industry. This year marked several significant anniversaries. | “Our scale, agile manufacturing capabilities, distribution network, and design leadership, make us uniquely competitive in capturing these market resilient sectors.” | | | | — Herman Miller organized a 100th anniversary exhibition tour starting in Milan and concluding at Fulton Market Design Days, offering limited-edition prints of the John Massey-designed Eames Soft Pad Group poster, and releasing a special edition of the monograph “Herman Miller: A Way of Living.” — Knoll introduced a special series of Saarinen Tables in exclusive natural stones at its showroom in Paris, to honor the brand’s 85th anniversary. Additionally, Knoll recognized the 75th anniversary of the iconic womb chair and debuted a refreshed design for Knoll overall. — Holly Hunt celebrated its 40th anniversary with a special edition HH40 collection that included fresh design concepts with a nod to its rich history. We also launched more than 40 new products or enhancements across the collective this year, including the Herman Miller Gaming and G2 Esports limited-edition Embody Chair, the NaughtOne Pippin flexible lounge chair and Morse Table System, Florence Knoll’s reintroduced Model 31 and 33 seating, Herman Miller’s Fuld Nesting Chair, Muuto’s Fine Suspension Lamp, and the HAY Type Chair. |

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    | “We’ve made progress toward our sustainability initiatives through enhancements in renewable energy, reducing the single-use plastics in both our packaging and production, and increasing recycled content in products.” | Our focus on sustainability and innovation is reflected in the new products launched and awards we received. Notably, the NaughtOne Pippin Chair has been recognized for its sustainability achievements, exemplifying our focus on sustainability in the design of products. Our efforts have also been acknowledged by prestigious organizations such as EcoVadis and SEAL Awards, highlighting our leadership in sustainability and corporate responsibility. Internally, we continue to focus on employee engagement initiatives which build a supportive work environment and promote our teams’ wellbeing. Our global team is an asset and the Business Resource Groups (BRGs), led by associates, remind us that our differences encourage vibrancy, innovation, and better solutions. BRGs are voluntary and open to all employees interested in fostering an inclusive workplace, while also aligning with our Company’s mission and objectives. Our annual company-wide Day of Purpose provides our employees a day away from the office to contribute to their communities and ensures U.S. team members can participate in regional elections. In November, associates organized | nearly 250 global Day of Purpose events. We reaffirmed that when we come together as one MillerKnoll collective, we are better together and can achieve more. In conclusion, this year has been one of significant achievements and evolution, all designed to strengthen our position in the market. MillerKnoll’s commitment to design excellence and international expansion will drive growth and success. We’re confident in the strength of our business, even as demand pressures linger. We’ve navigated the economic environment to meet rebounding demand and are optimistic about the future as conditions become even more favorable. As we move forward, we are grateful for your continued support and confidence in MillerKnoll. | | MillerKnoll brands earned a number of design awards including the Fast Company Innovation by Design award for the Knoll Newson Task Chair and Interior Design’s Best of Year Award in the Contract Task Seating category for the Herman Miller Asari Chair. Creating a Better World In 2023, we launched the first Better World Report as MillerKnoll highlighting our collective progress toward protecting the planet and fostering an inclusive work environment for our associates. We’ve made progress toward our sustainability initiatives through enhancements in renewable energy, reducing the single-use plastics in both our packaging and production, and increasing recycled content in products. | | | | | | | | | | Andi R. Owen President and Chief Executive Officer | | | | |

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    BOARD OF DIRECTORS1

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    | Michael A. Volkema Chairman since 2000 and Director since 1995 | John Maeda Director since 2024 | | Tina Edekar Edmundson Director since 2024 | Heidi J. Manheimer Director since 2014 | | Douglas D. French Director since 2002 | Candace S. Matthews Director since 2020 | | Jeanne K. Gang Director since 2024 | Andi R. Owen President and CEO, and Director since 2018 | | John R. Hoke III Director since 2005 | Michael C. Smith Director since 2019 | | Lisa A. Kro Director since 2012 | Michael R. Smith Director since 2021 |

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    BOARD COMMITTEES2

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    | Audit | Compensation | Governance and Corporate Responsibility | | Lisa A. Kro (Chair) | Michael C. Smith (Chair) | John R. Hoke III (Chair) | | Douglas D. French | Douglas D. French | Heidi J. Manheimer | | Michael R. Smith | Heidi J. Manheimer | Candace S. Matthews | | | Candace S. Matthews | Michael R. Smith |

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    EXECUTIVE OFFICERS

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    | Andi R. Owen President and Chief Executive Officer Elected as an executive officer in 2018 | Jeffrey M. Stutz Chief Financial Officer Elected as an executive officer in 2009 | | Christopher M. Baldwin Group President, MillerKnoll Elected as an executive officer in 2021 | Megan C. Lyon Chief Strategy and Technology Officer Elected as an executive officer in 2019 | | John P. Michael President, Americas Contract Elected as an executive officer in 2020 | Debbie F. Propst President, Global Retail Elected as an executive officer in 2020 | | Jacqueline H. Rice General Counsel and Corporate Secretary Elected as an executive officer in 2019 | B. Ben Watson Chief Creative and Product Officer Elected as an executive officer in 2010 |

  14. Securities Exchange Act of 1934

    1 As of Proxy Record Date, August 16, 2024. 2 Andi R. Owen is an ex officio member of all committees. Ad hoc committees may be commissioned from time to time. Directors appointed to Board in 2024 will be appointed to Committees at the October 2024 meeting.

  15. 2024 Proxy Statement i

    | | Compensation Program Changes for Fiscal 2025 | 27 | | | Associate Benefit Plans | 27 | | | Other Executive Plans and Perquisites | 27 | | | Stock Ownership Guidelines and Stock Retention Requirements | 28 | | | Anti-Hedging and Anti-Pledging Policy | 28 | | | Severance Policy and Change in Control Agreements | 28 | | | Deductibility of Compensation | 29 | | | Compensation Committee Report | 30 | | | Compensation Tables | 31 | | | Summary Compensation Table | 31 | | | Grants of Plan-Based Awards | 33 | | | Outstanding Equity Awards at Fiscal Year-End | 35 | | | Option Exercises and Stock Vested | 37 | | | Nonqualified Deferred Compensation | 37 | | | Potential Payments Upon Termination, Death, Disability, Retirement, or Change in Control | 38 | | | CEO Pay Ratio | 41 | | | Pay Versus Performance | 42 | | | Equity Compensation Plan Information | 46 | | Audit Matters | | | | • | PROPOSAL 3 - RATIFICATION OF AUDIT COMMITTEE’S SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 47 | | | Report of the Audit Committee | 48 | | Other Corporate Governance | | | | | Certain Relationships and Related Party Transactions | 49 | | | Delinquent Section 16(A) Reports | 49 | | General Information | | | | | Security Ownership | 50 | | | Information About The Annual Meeting and Voting | 52 | | | Shareholder Proposals for the 2025 Annual Meeting | 56 | | | Other Matters | 57 | | Appendix | | | | | Appendix A: Reconciliation of Non-GAAP Financial Measures | 58 |

  16. MillerKnoll

    MillerKnoll BUSINESS OVERVIEW AND STRATEGY As a global leader of design, MillerKnoll and our collective of dynamic brands have led conversations on design for over 100 years, and we continue to drive our industry forward with visionary thinking and a purposeful approach. From the spaces we make that help us live and work better, to how we manufacture our products, to the ways we solve challenges facing our customers and global community, design is our tool for creating positive impact. Our optimism leads us as we redefine modern for the 21st century, and design a future that is more sustainable, caring, and beautiful for all people and our planet. Areas of Strategic Focus Our strategy is designed to harness the full potential of MillerKnoll while driving growth across all business segments, geographies, and customer groups and creating value for all our stakeholders. We will capitalize on global trends including hybrid and flexible work, consumers’ focus on investing in their homes, a focus on health and well-being, and an expectation of corporate social responsibility. Our strategy includes three key focus areas: •Drive Customer Demand and Order Growth •Foster a Culture of Highly Engaged Associates •Deliver Value for our Associates and Shareholders Drive Customer Demand and Order Growth We are prioritizing programs to deliver world-class experiences with every client interaction. We have a global, go-to-market framework for contract sellers, Design With Impact, that is organized around well-being, connection and change, and we are investing in MillerKnoll showrooms that bring our brands closer together to show the breadth of our offerings. As part of this work, we are enhancing and opening MillerKnoll showrooms in select markets including Atlanta, Chicago, Dallas, London, Los Angeles, New York, Toronto and San Francisco. In addition, we will continue to leverage the wide reach of our dealers’ showrooms around the globe. In retail, we are working to evolve and enhance the Design Within Reach experience. We are testing new store formats, expanding our product assortment and offering design services both in store and online to enhance the customer experience, attract new customers, and grow existing customers. In addition, we continue to launch new online tools to support our trade customers making it easier for them to incorporate our products in their client projects. Foster a Culture of Highly Engaged Associates As MillerKnoll, we have created one of the most talented teams in the industry. We are committed to nurturing this distinct competitive advantage by fostering a culture of highly engaged associates and inspiring belief in our shared future. We empower our associates to be agile and hold our teams accountable for living our actions and delivering high performance. Our priorities include offering a seamless MillerKnoll employee experience via a global Human Resources technology platform; providing a competitive and internally equitable compensation and benefits program; growing internal capabilities through development opportunities for all career levels; and investing to make MillerKnoll an employer of choice around the world. Deliver Value to Our Associates and Shareholders We believe there is opportunity for meaningful long-term growth in each of our business segments. MillerKnoll is uniquely positioned to capitalize on these opportunities given the breadth of our Contract and Global Retail businesses and product portfolios, global reach, and omni-channel distribution and fulfillment capabilities. FINANCIAL HIGHLIGHTS FROM FISCAL 2024 During fiscal year 2024 MillerKnoll demonstrated an ability to navigate challenging macroeconomic conditions, with meaningful improvement in profitability amongst lower levels of net sales as compared to the prior year. In 2024 MillerKnoll net sales decreased 11.2% and 8.1%(1) on a reported and organic basis, respectively. Diluted earnings per share improved by 101.8% and 12.4%(1) on a reported and adjusted basis, respectively. Net sales within the Americas Contract segment declined by 10.0% on a reported basis and 8.3%(1) on an organic basis. Our Global Retail segment saw a 16.4% reported and 8.6%(1) organic net sales decline over the prior year. The International Contract and Specialty segment net sales declined by 8.4% on a reported basis and 7.2%(1) organically. Gross margin of 39.1% represented an increase over the prior year of 410 basis points. On an adjusted basis gross margin improved 370 basis points.(1) Gross margin improvement in the year was driven primarily by favorable freight, logistics and commodity costs, the benefit of price increase actions taken over the past few years and benefits from the realization of synergies associated with the acquisition of Knoll. Reported operating expenses of $1.25 billion were $55.4 million below the prior year. On an adjusted basis, operating expenses of $1.16 billion(1) were $31.5 million below the prior year period. On a reported basis, operating earnings of $167.2 and operating margin of 4.6% were higher compared to the prior year’s figures of $122.3 million and 3.0%. On an adjusted basis, we achieved operating earnings of $262.2 million(1) and a 7.2%(1) adjusted operating margin for fiscal 2024 compared to adjusted operating earnings of $256.5 million(1) and a 6.3%(1) adjusted operating margin in the prior year. Diluted earnings per share for the full year totaled $1.11 compared to a earnings per share of $0.55 last year. On an adjusted basis, diluted earnings per share totaled $2.08(1) in the current fiscal year compared to $1.85(1) in fiscal 2023. We reported a net operating cash inflow of $352.3 million in fiscal 2024. This is an increase in operating cash inflows of $189.4 million from the prior year, driven by a combination of increased earnings and a reduction in working capital. Capital expenditures for the year totaled $78.4 million, and the Company paid $55.6 million in dividends. The Company ended the fiscal year with a cash position of $230.4 million. (1) Non-GAAP measurements; see Appendix A for reconciliations and explanations. PROXY STATEMENT SUMMARY This section highlights certain important information presented in this Proxy Statement and is intended to assist you in evaluating the matters to be voted on at our Annual Shareholder Meeting to be held on Monday, October 14, 2024. We encourage you to read this Proxy Statement in its entirety before you cast your vote. For more information regarding MillerKnoll’s fiscal 2024 performance, please review our Annual Report on Form 10-K for the fiscal year ended June 1, 2024. Proposals and Voting Recommendations

  17. MillerKnoll

    | PROPOSAL 1 | ELECTION OF DIRECTORS | • The Board of Directors recommends a vote “FOR” the election of each of the nominees to serve as directors. | | The Board of Directors of the Company has nominated the following three directors, previously elected by our shareholders for re-election to the Board: Douglas D. French, John R. Hoke III, and Heidi J. Manheimer. In addition, our Board of Directors has nominated the following three directors recently appointed to the Board for election to the Board by shareholders: Tina Edekar Edmundson, Jeanne K. Gang, and John Maeda. The Board approved each of the nominees following the recommendation of our Governance and Corporate Responsibility Committee. | | | | | | For details, see page 4. | | PROPOSAL 2 | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | • The Board of Directors recommends a vote “FOR” the advisory vote to approve the Company’s Named Executive Officer compensation. | | Our shareholders have the opportunity to participate in an advisory vote on the compensation of the executive officers named in this Proxy Statement (our “Named Executive Officers” or “NEOs”) on an advisory and annual basis, the “say-on-pay” proposal. | | | | | | For details, see page 18. | | PROPOSAL 3 | RATIFICATION OF AUDIT COMMITTEE’S SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | • The Board of Directors recommends a vote “FOR” this proposal to ratify the appointment of KPMG LLP as our Company’s independent registered accounting firm for 2025. | | Our Audit Committee has appointed KPMG LLP as our independent registered public accounting firm for the fiscal year ending May 31, 2025. 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/MLKN2024. The KPMG LLP representatives will have the opportunity to make a statement if they so desire. | | | | | | For details, see page 47. |

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    | Corporate Governance | Table of Contents |

  19. MillerKnoll

    | PROPOSAL 1 | ELECTION OF DIRECTORS |

  20. MillerKnoll

    The Board of Directors of the Company has nominated the following three directors, previously elected by our shareholders for re-election to the Board: Douglas D. French, John R. Hoke III, and Heidi J. Manheimer. In addition, our Board of Directors has nominated three directors recently appointed to the Board for election to the Board by shareholders: John Maeda is nominated to serve a one-year term expiring at the 2025 Annual Meeting. Jeanne K. Gang is nominated to serve a two-year term expiring at the 2026 Annual Meeting. Tina Edekar Edmundson is nominated to serve a three-year term expiring at the 2027 Annual Meeting. All other nominees are nominated to serve three-year terms expiring at the 2027 Annual Meeting. Tina Edekar Edmundson, Jeanne K. Gang, and John Maeda were appointed to the Board on July 24, 2024. The Board approved each of the nominees following the recommendation of our Governance and Corporate Responsibility Committee. More information about the nominees, as well as directors who will continue in office following the Annual Meeting, is provided below. Unless otherwise directed by a shareholder’s proxy, the persons named as proxy holders in the accompanying proxy will vote for the nominees named above. If any of the nominees becomes unavailable, which we do not anticipate, then the Board of Directors may designate substitute nominees at its discretion, in which event your proxy will be voted for such substituted nominees unless you have withheld authority to vote for directors. Shares cannot be voted for a greater number of people than the number of nominees named. Our Bylaws provide that each director will be elected by the majority of the votes cast with respect to that director’s election at any meeting of shareholders for the election of directors, other than a contested election. A majority of the votes cast means that the number of votes cast “for” a director’s election exceeds the number of votes “withheld” with respect to that director’s election. In a contested election, each director will be elected by a plurality of the votes cast with respect to that director’s election at the meeting. An election is considered contested if the number of persons properly nominated to serve as directors exceeds the number of directors to be elected at that meeting. In an uncontested election of directors, any nominee for director who is already serving as a director and receives a greater number of votes “withheld” from his or her election than votes “for” his or her election (a “majority against vote”) is required to promptly tender his or her offer of resignation. Abstentions and broker non-votes are not counted as votes cast either “for” or “withheld” with respect to that director’s election. The Governance and Corporate Responsibility Committee of the Board will then promptly consider the offer of resignation submitted by a director receiving a majority against vote, and that Committee will recommend to the Board whether to accept or reject the tendered offer of resignation or whether other action is recommended. The Board must act on the tendered offer of resignation no later than 90 days following the certification of the shareholder vote for the meeting at which the election occurred. In considering the Committee’s recommendation, the Board will consider the factors presented by the Committee and such additional information and factors the Board believes to be relevant. The Company will promptly publicly disclose the Board’s decision on whether to accept the resignation as tendered, including a full explanation of the process by which the decision was reached and the reasons for the Board’s decision. Any director who tenders a resignation pursuant to those procedures may not participate in the Committee recommendation or the Board consideration regarding whether to accept the tendered resignation. The Board of Directors currently consists of 12 directors, 11 of whom are independent. The maximum number of directors for the Board is 13. Our Bylaws require that directors be divided into three classes, each class to be as nearly equal in number as possible. Members of each class hold office until the third succeeding annual meeting following their election (other than new directors elected to a class in the middle of the three-year term for that class) and until their successors are duly elected and qualified or until their removal or resignation.

  21. MillerKnoll

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

  22. MillerKnoll

    | Table of Contents | Corporate Governance |

  23. MillerKnoll

    Our 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, is included on the following pages, including their names, ages, a brief description of their recent business experience (including present 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 that the Board believes has prepared them to be effective directors.

  24. MillerKnoll

    | Douglas D. French | | | | Principal Occupation(s) During Past Five Years: | | | Managing Director, Santé Health Ventures, Since 2007 | | | Other Public Directorships: None | | | Mr. French has served as a founding partner of Santé Health Ventures, an early-stage healthcare venture fund, since 2007. Prior to co-founding Santé Health Ventures, he served as the President and Chief Executive Officer of Ascension Health, the largest not-for-profit health system in the U.S. 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. | | Age 70 Director since 2002 Committees: •Audit •Compensation | |

  25. MillerKnoll

    | John R. Hoke III | | | | Principal Occupation(s) During Past Five Years: | | | Chief Innovation Officer, Nike, Inc., Since 2023 Chief Design Officer, Nike, Inc., From 2017 – 2023 | | | 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 and innovation internally and externally. He is currently the Chief Innovation Officer, leading the company’s design team which includes more than 1,000 product and industrial designers, graphic designers, and fashion designers, as well as architects, interface, and digital content designers to strategically amplify and accelerate innovation for Nike’s next chapter of growth. He previously served as Chief Design Officer from 2017 to 2023, and Vice President of Global Design from 2010 to 2017. 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 the Company’s Board of Directors. | | Age 59 Director since 2005 Committees: •Governance and Corporate Responsibility (Chair) | |

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    | Corporate Governance | Table of Contents |

  27. MillerKnoll

    | Heidi J. Manheimer | | | | 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. She 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. | | Age 61 Director since 2014 Committees: •Compensation •Governance and Corporate Responsibility | |

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    | Tina Edekar Edmundson | | | | Principal Occupation(s) During Past Five Years: | | | President, Luxury, Marriott International, Inc., Since 2023 Global Brand Officer, Marriott International, Inc., From 2013 – 2023 | | | Other Public Directorships: None | | | Ms. Edmundson has set a new standard for creativity and innovation across luxury and lifestyle hospitality. In her current role as the inaugural President, Luxury at Marriott International, she oversees the company’s global brand and operations strategy for their luxury portfolio, which includes more than 500 hotels in 38 countries across eight coveted brands, including The Ritz-Carlton, Ritz-Carlton Reserve, St. Regis, EDITION, Bvlgari Hotels & Resorts, W Hotels, The Luxury Collection, and JW Marriott. She brings over 25 years of experience transforming brands that inspire travel for customers, including her 16-plus year career at Marriott International and previous hospitality experience working with Starwood Hotels and Resorts. Ms. Edmundson’s proven ability to successfully launch and transform brands, craft exceptional customer experiences, and capitalize on strategic business opportunities within the global and luxury market spaces complements the Company’s strategic priorities and will make her a valuable contributor to the Board. | | Age 58 Director since 2024 Committees — Pending appointment at October 2024 Board meeting. | |

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    | Table of Contents | Corporate Governance |

  30. MillerKnoll

    | John Maeda | | | | Principal Occupation(s) During Past Five Years: | | | Vice President of Engineering, Head of Computational Design / AI Platform, Microsoft, Since 2022 Chief Technology Officer, Everbridge, 2020 – 2022 Executive Vice President and Chief Experience Officer, Publicis Sapient, 2019 – 2020 Head of Computational Design and Inclusion, Automattic, 2016 – 2019 | | | Other Public Directorships: | | | Sonos, Inc., 2012 – 2020 | | | Mr. Maeda is a well-known technologist, educator, and investor. As Vice President of Engineering, Head of Computational Design for Microsoft’s AI Platform, he designs how software developers use AI models to their fullest. Prior to Microsoft, John dedicated his career to advancing design and innovative technologies in risk management at Everbridge, early-stage startups at KleinerPerkins, and cloud publishing at Automattic. He also served as the 16th President of the Rhode Island School of Design and led research at the MIT Media Lab. John is the author of five books on simplicity and leadership and has exhibited his contemporary art worldwide. He brings board experience having served on the Board of Directors for Sonos, Inc. Mr. Maeda brings insightful thought leadership on using design to improve processes and outcomes in businesses, products, and user experiences. His board experience and executive roles in publicly traded multinational technology companies position him to be a key thought partner on issues at the intersection of design and technology. | | Age 57 Director since 2024 Committees — Pending appointment at October 2024 Board meeting. | |

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    | Jeanne K. Gang | | | | Principal Occupation(s) During Past Five Years: | | | Founding and Principal Partner, Studio Gang Architects, Ltd, Since 1997 | | | Other Public Directorships: None | | | Ms. Gang is an internationally renowned architect known for designing striking places that strengthen connections between people, communities, and the natural world. She is the founding partner of the architecture and urban design practice Studio Gang, whose award-winning portfolio includes the Gilder Center at the American Museum of Natural History; a new United States Embassy in Brazil; and an expansion of the Clinton Presidential Center. A MacArthur Fellow and a Professor in Practice at the Harvard Graduate School of Design, Jeanne has been named one of TIME Magazine’s most influential people in the world. She has authored four books on architecture, and her work has been exhibited widely. Ms. Gang’s appointment to the Board underscores MillerKnoll’s commitment to designing a better world. Her deep expertise in architecture, design, and ability to create innovative architectural and urban development solutions will positively influence and challenge the Company’s sustainability initiatives. | | Age 60 Director since 2024 Committees — Pending appointment at October 2024 Board meeting. | |

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    | Corporate Governance | Table of Contents |

  33. MillerKnoll

    | Lisa A. Kro | | | | Principal Occupation(s) During Past Five Years: | | | Chief Financial and Administrative Officer, Ryan Companies, Since 2019 | | | 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. | | Age 59 Director since 2012 Board Committees •Audit (Chair) | |

  34. MillerKnoll

    | Michael C. Smith | | | | 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 | | | 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 the Company improve its customer experience initiatives and the growth of global businesses. | | Age 54 Director since 2019 Board Committees •Compensation (Chair) | |

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    | Table of Contents | Corporate Governance |

  36. MillerKnoll

    | Michael A. Volkema | | | | Principal Occupation(s) During Past Five Years: | | | Chairman of the Board, MillerKnoll, Inc., Since 2000 | | | Other Public Directorships: | | | Wolverine Worldwide, Inc., 2005 – 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. | | Age 68 Director since 1995 Board Chairman since 2000 | |

  37. MillerKnoll

    | Candace S. Matthews | | | | 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 serves 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. Ms. Matthews was appointed to the Board of Directors of AptarGroup, Inc. in June 2021; as of May 2023 she is now Chair of the Board and she sits on the Corporate Governance Committee. Ms. Matthews’ extensive experience in corporate social responsibility, consumer marketing, and brand management brings significant expertise as the Company continues to accelerate its focus on strategic growth and culture-building objectives. | | Age 65 Director since 2020 Board Committees: •Compensation •Governance and Corporate Responsibility | |

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    | Corporate Governance | Table of Contents |

  39. MillerKnoll

    | Andi R. Owen | | | | 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 today, ranging from digital and omni-channel transformation to design, development, and supply chain management, making her an important contributor to the Board | | Age 59 President and CEO, and Director since 2018 Ex-officio member of all Board Committees. | |

  40. MillerKnoll

    | Michael R. Smith | | | | Principal Occupation(s) During Past Five Years: | | | Executive Vice President and Chief Financial Officer, McCormick & Company, Inc., Since 2016 | | | Other Public Directorships: | | | Church & Dwight Co, Inc. | | | Mr. Smith is Executive Vice President and Chief Financial Officer for McCormick & Company, Inc., a publicly-held consumer packaged goods company. Since 2023, Mr. Smith is also responsible for McCormick's Transformation and Technology function with oversight in related areas such as cybersecurity. He is also a member of McCormick’s Management Committee. In July 2024, he was elected as independent director to the Board of Directors of Church & Dwight Co., Inc. and was appointed to serve on their Audit Committee. 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. | | Age 60 Director since 2021 Board Committees •Audit •Governance and Corporate Responsibility | |

  41. MillerKnoll

    | Director Nominations by Shareholders |

  42. MillerKnoll

    The Governance and Corporate Responsibility Committee has not received nominations from any of our shareholders in connection with our 2024 Annual Meeting.

  43. MillerKnoll

    | Table of Contents | Corporate Governance |

  44. MillerKnoll

    CORPORATE GOVERNANCE AND BOARD MATTERS Board Governance Guidelines Our Board of Directors is committed to sound and effective corporate governance practices, ethical conduct, and strong oversight of key topics such as enterprise risk management, executive compensation, and cybersecurity, among others. These practices reflect the Board’s long-standing philosophy that a proper structure, appropriate policies and procedures, and reflective cultural factors provide the cornerstone to good governance. The Board documented those practices by adopting our Board Governance Guidelines (the “Guidelines”). These Guidelines address governance philosophy, director responsibilities, the composition of the Board, required Board meetings and materials, and other corporate governance matters. Under the Guidelines, a majority of the members of our Board must qualify as “independent” under the Nasdaq listing rules. Our Guidelines also require the Board to have an Audit Committee, a Compensation Committee, and a Governance and Corporate Responsibility Committee, and that each member of those committees qualifies as an independent director under the Nasdaq listing standards. Our Guidelines are available for review on our website at www.millerknoll.com/investor-relations/corporate-governance/governance-guidelines. Leadership Structure The Board believes the roles of Chief Executive Officer (“CEO”) and Chairperson of the Board should normally be separated. However, the Guidelines state that, if the positions are combined, the Board is to closely monitor the performance and working relationship between the CEO/Chairperson and the Board. In addition, if the positions are combined, the Board will establish a Lead Director who is an independent director, has appropriate authority and duties to act as a liaison between directors and the CEO/Chairperson, and chairs meetings of the independent directors. Consistent with our Guidelines, the roles of CEO and Chairperson are currently separate. Mr. Volkema currently serves as Chairman of the Board. As Mr. Volkema is not an employee of the Company, he serves as a non-executive Chairman. Director Independence As required by our Guidelines, our Board has determined that each of our directors, other than Ms. Owen, qualifies as an “independent director,” as defined in the Nasdaq listing rules, and that none of those independent directors has a material relationship with the Company outside of their directorship. The Board’s determination was made as a result of its review of a summary of completed individual questionnaires addressing the nature and extent of each member’s relationship with the Company and taking into consideration the definition of “independent director” under the Nasdaq rules. Our Board also determined that each member of the Audit Committee, Compensation Committee, and Governance and Corporate Responsibility Committee meets the independence requirements applicable to those committees as prescribed by the Nasdaq listing rules and, as to the Audit Committee, the applicable rules of the SEC. Board Tenure Including the three directors who were appointed to the Board in July 2024, our directors have an average 9.2 years of tenure on the Board.

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    | Corporate Governance | Table of Contents |

  46. MillerKnoll

    Board Diversity

  47. MillerKnoll

    | Board Diversity Matrix as of August 16, 2024(1) | | | | | | Board Size | | | | | | Total Number of Directors | 12 | | | | | | Female | Male | Non-Binary | Did Not Disclose | | Part I - Gender Identity | | | | | | Directors | 6 | 6 | — | — | | Part II - Demographics Background | | | | | | African American or Black | 1 | 1 | — | — | | Alaskan Native or Native American | — | — | — | — | | Asian | 1 | 1 | — | — | | Hispanic or Latinx | — | — | — | — | | Native Hawaiian or Pacific Islander | — | — | — | — | | White | 4 | 4 | — | — | | Two or More Races or Ethnicities | — | — | — | — | | LGBTQ+ | 0 | | | | | Did not disclose demographic background | — | — | — | — |

  48. MillerKnoll

    (1) To see our Board Diversity Matrix as of August 18, 2023, please see our proxy statement filed with the SEC on September 1, 2023. The Board’s Role in Risk Oversight Under the Guidelines, the Board of Directors is responsible for evaluating CEO performance, monitoring succession planning, reviewing the Company’s major financial objectives, evaluating whether the business is being properly managed, and overseeing the processes for maintaining the integrity of the Company with respect to our financial statements, public disclosures, and compliance with laws. The Board has delegated the primary oversight for managing the risk with respect to some of these responsibilities to various Board committees as described in the committee charters. The following chart outlines our risk management structure and responsibilities:

  49. MillerKnoll

    | BOARD OF DIRECTORS Oversees Major Risks | | | | | | | | •Business Strategy •Operational | •Financial •Cybersecurity | | | •Reputation and Brand •Legal and Compliance | | •CEO Succession and Compensation | | Audit Committee Primary Risk Oversight | | | Compensation Committee Primary Risk Oversight | | Governance and Corporate Responsibility Committee Primary Risk Oversight | | | •Accounting and Financial Reporting •Internal Controls •Enterprise Risk Management Program •Data Privacy, Information Security and Cybersecurity •Legal and Compliance | | | •Executive Officer Compensation •Incentive Compensation Programs •Workforce Human Capital Management | | •Governance Structure and Practices •Board Succession •Shareholder Concerns •Most Environmental, Social, and Governance (“ESG”) Matters | | | MANAGEMENT Key Risk Responsibilities | | | | | | | | •Operations: Identify and Manage Business Risks | | •Corporate Functions: Help Create Risk Framework, Including Defining Boundaries and Monitoring Risk | | | •Internal Audit: Provides Assurance on Internal Controls and Governance Processes | |

  50. MillerKnoll

    | Table of Contents | Corporate Governance |

  51. MillerKnoll

    As part of the enterprise risk management process, the Company’s management annually engages in an enterprise risk management process, the key output of which is a series of risk matrices intended to identify and categorize strategic risks. The matrices also identify (1) those members of senior management who are responsible for monitoring each major risk, and (2) whether that risk is reviewed by the Board or a committee of the Board. The development of the matrices is facilitated by our Business Risk Group (the internal audit function of the Company), through discussions with senior management. Management and the Business Risk Group annually review and discuss the risk assessment process, top enterprise risks, and mitigation plans to address the top enterprise risks with the Audit Committee and full Board, as appropriate. During the past fiscal year, our independent compensation consultant, Pay Governance, reviewed our compensation policies and practices to determine if those policies or practices are reasonably likely to have a material adverse impact on the Company. The Business Risk Group reviewed and agreed with Pay Governance’s report and confirmed the results with the Audit Committee in April 2024. In conducting its review of the compensation plans, the Audit Committee considered both the structure of the compensation plans and the presence of risk-mitigating features such as multi-year earning requirements, vesting provisions, and clawback provisions. Based on the evaluation, the Audit Committee agreed with management’s determination that our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. Code of Business Conduct and Ethics Our Board has adopted a Code of Business Conduct and Ethics that applies to all our employees, officers, and directors. This code is posted on our website at www.millerknoll.com/legal/code-of-business-conduct-and-ethics. Any changes to or waivers of the code involving any financial officer, executive officer, or member of our Board must be approved by the Board of Directors or the Governance and Corporate Responsibility Committee of the Board. If we are required by SEC rules to publicly disclose any such changes or waivers, we intend to do so on our website, millerknoll.com/investor-relations. The code was last materially modified in July 2021. The code is reviewed annually; there were no modifications to, or waivers of, the code in fiscal 2024. The code meets the requirements of the Nasdaq listing rules. Insider Trading Policy The Company has adopted an insider trading policy governing the purchase, sale, and/or other disposition of its securities by its directors, officers, employees, and other covered persons. The Company believes this policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the exchange listing standards applicable to the Company. A copy of this policy is filed as an exhibit to our Annual Report on Form 10-K for fiscal 2024. Meeting Attendance Each of our directors is expected to attend all meetings of the Board and applicable Committee meetings. Directors are encouraged to join the webcast for the Annual Meeting of Shareholders and all of our then-current directors did so for our 2023 Annual Meeting. During fiscal 2024, the Board held four meetings, and each director attended more than 80% of the aggregate number of meetings of our Board and the Board Committees on which they served. Consistent with the requirements of our Guidelines, the independent members of our Board met in executive sessions without the presence of management after each regularly scheduled Board meeting. Communications with the Board Shareholders and other parties interested in communicating directly with one or more of our directors may do so by writing to Corporate Secretary of the Company, MillerKnoll, Inc., 855 East Main Avenue, PO Box 302, Zeeland, Michigan 49464-0302. The Corporate Secretary will forward all relevant correspondence to the director or directors to whom the communication is directed. Director Nominations Our Bylaws contain certain procedural requirements applicable to shareholder nominations of directors. A summary of those requirements is set forth below, but shareholders should review our Bylaws for additional details.

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    | Corporate Governance | Table of Contents |

  53. MillerKnoll

    Shareholders may nominate a person to serve as a director if they provide written notice to us not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the preceding year’s Annual Meeting of Shareholders. However, if the date of the Annual Meeting of Shareholders is more than 30 days before or more than 60 days after such anniversary date, notice by the shareholder must be received not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the date of such Annual Meeting of Shareholders or, if the first public announcement of the date of such Annual Meeting of Shareholders is less than 100 days prior to the date of such meeting, the 10th day following the day on which public announcement of the date of such meeting is first made by the Company. With respect to an election to be held at a special meeting of shareholders called for that purpose, written notice must be provided not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the date of such special meeting or, if the first public announcement of the date of such special meeting is less than 100 days prior to the date of such special meeting, the 10th day following the day on which public announcement of the date of such meeting is first made by the Company. The notice must include certain detailed information regarding the shareholder giving the notice as well as the proposed nominee. Please refer to our Bylaws for the detailed information that must be included in the notice. The shareholder must also deliver to the Company reasonable evidence that the shareholder has complied with the requirements of Rule 14a-19 of the Securities Exchange Act of 1934 (the “Exchange Act”) and such other information as may be reasonably required by the Company or the Board of Directors to, among other things, determine the eligibility of such nominee to serve as a director of the Company. Our Governance and Corporate Responsibility Committee is responsible for reviewing the qualifications and independence of the members of the Board. To meet the needs of the Company in a rapidly changing environment, the Guidelines explain that the Company requires a high-performing Board of Directors whose members meet the specific resource needs of the business and possess the necessary skills and expertise determined to support our business. To that end, the Governance and Corporate Responsibility Committee considers a number of factors it deems appropriate when considering candidates for the Board. Such factors may include experience and knowledge of the Company’s history and culture; technical experience and backgrounds such as manufacturing, design, marketing, technology, finance, management structure, and philosophy; experience as a senior executive of a public company; and diversity, which may include but not be limited to diversity of gender, ethnicity, age, neurodiversity, geographic origin, and diversity reflecting our employees, the communities we serve, and our customers. The Governance and Corporate Responsibility Committee may also consider experience in a variety of industries in annually assessing and reviewing the current slate of directors and potential director candidates as the need arises. The Governance and Corporate Responsibility Committee is responsible for assessing the appropriate skills and characteristics required of Board members. These factors, and others as considered useful by the Governance and Corporate Responsibility Committee or the Board, are reviewed in the context of an assessment of the perceived needs of the Board at a particular point in time. A shareholder may also make a recommendation to the Governance and Corporate Responsibility Committee regarding any individual that the shareholder desires the Committee to consider for possible nomination as a candidate for election to the Board. The Board evaluates all candidates, including those that shareholders recommend, in the same manner and under the same standards. Under our Bylaws and Guidelines, no person may be elected as a director after he or she attains age 72, and a director who attains age 72 while in office is required to tender his or her written resignation, which resignation shall be effective as of (or no later than) the Annual Meeting of Shareholders at or immediately after such person attains age 72. Non-Employee Director Compensation The Director Compensation for Fiscal 2024 table presented below provides information on the compensation of each director for fiscal 2024. 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.

  54. MillerKnoll

    | Table of Contents | Corporate Governance |

  55. MillerKnoll

    In 2024, 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 or deferred restricted stock units under the Amended and Restated MillerKnoll, Inc. Director Deferred Compensation Plan (the “Director Deferred Compensation Plan”) described below, (5) as a contribution to the MillerKnoll Educational Scholarship Fund, or (6) as a contribution to the MillerKnoll Global Associate Relief Fund. Each director’s selection is subject to the requirement described under “Annual Fees - Minimum Equity Component” below. Annual Fees - Minimum Equity Component 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 fully vested upon grant 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 their annual director fees in either a deferred cash account or in deferred restricted 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 restricted 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 restricted 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 restricted 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 attend 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

  56. MillerKnoll

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Douglas D. French | 115,000 | 115,000 | 0 | 230,000 | | John R. Hoke III | 110,250 | 134,750 | 0 | 245,000 | | Lisa A. Kro | 125,000 | 125,000 | 0 | 250,000 | | Heidi J. Manheimer | 112,700 | 117,300 | 0 | 230,000 | | Candace S. Matthews | 57,500 | 172,500 | 0 | 230,000 | | Michael C. Smith | 110,250 | 134,750 | 0 | 245,000 | | Michael R. Smith | 69,000 | 161,000 | 0 | 230,000 | | Michael A. Volkema | 10,500 | 339,500 | 0 | 350,000 |

  57. MillerKnoll

    (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 2024, 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 1, 2024, included in our Annual Report on Form 10-K. (3)Represents the imputed taxable benefit received on product purchases under the employee discount program. As of June 1, 2024, one director, Michael R. Smith, had 8,377 outstanding fully-vested stock options. No other director had outstanding stock options.

  58. MillerKnoll

    COMPENSATION DISCUSSION AND ANALYSIS This section describes the material elements of our executive compensation program. It also provides an overview of the specific decisions the Compensation Committee (the “Committee”) made for our NEOs for fiscal 2024, including the key factors that the Committee considered in determining the compensation arrangements. Executive Summary As a global leader of design, MillerKnoll and our collective of dynamic brands have led conversations on design for over 100 years, and we continue to drive our industry forward with visionary thinking and a purposeful approach. From the spaces we make that help us live and work better to how we manufacture our products to the ways we solve challenges facing our customers and global community, design is our tool for creating positive impact. Our optimism leads us as we redefine modern for the 21st century and design a more sustainable, caring, and beautiful future for all people and our planet. Over the past year, we have navigated a challenging macroeconomic environment. Despite these challenges and through leveraging the advantage and scale of MillerKnoll’s collective of brands, diversified business channels, and global operations, our teams continued to drive substantial margin expansion while protecting strategic investments for growth. We are committed to the continued diversification of our business, expanding our scale and reach internationally, and investing in our industry-leading position in resilient markets such as healthcare and the public sector. We are leveraging technology to enhance the overall customer experience, streamline processes, and provide innovative solutions. Additionally, we are intensifying our collaboration with our dealers, ensuring seamless communication and efficient operations. Finally, we are building on our strategic partnerships with the architecture and design community, fostering inroads and collaborations that enable us to stay at the forefront of industry trends and deliver exceptional products and services. During fiscal 2024, we made significant strategic and financial progress, which builds upon an already strong foundation and that we believe will drive shareholder value creation in the coming years. Areas of Strategic Focus Our strategy is designed to harness the full potential of MillerKnoll while driving growth across all business segments, geographies, and customer groups and creating value for all our stakeholders. We will capitalize on global trends including hybrid and flexible work, consumers’ focus on investing in their homes, a focus on health and well-being, and an expectation of corporate social responsibility. Our strategy includes three key focus areas: •Drive Customer Demand and Order Growth •Foster a Culture of Highly Engaged Associates •Deliver Value to our Associates and Shareholders Fiscal Year 2024 Strategic Highlights •We delivered cost synergies associated with the acquisition of Knoll by achieving a total annualized run-rate savings of $160 million at the end of the fourth quarter of fiscal 2024. We exceeded our original goal of attaining annualized cost synergies of $145 million within three years of the Knoll acquisition. •We invested in MillerKnoll showrooms, our digital platforms, and enhanced tools to fuel our Contract business and support our MillerKnoll dealers. We also found new ways to bring our brand collective together in both our dealer showrooms and our own showrooms. Our London showroom recently opened and work is underway to open newly enhanced MillerKnoll spaces in New York and Los Angeles. •Through the integration of our combined global operations portfolio, we established and began to leverage centers of excellence, which allowed us to scale our capabilities and unlock value. •During fiscal 2024, we made important investments for long-term growth in the Global Retail business by enhancing the store and online customer experience. We continued to optimize our product assortment through the introduction of complementary categories and additional materials. To maximize foot traffic, we are densifying

  59. MillerKnoll

    | What We Do | | What We Don’t Do | | | • | Link pay to performance | • | No gross-ups for excise taxes | | • | Balance long-term and short-term incentives | • | No repricing of options | | • | Benchmark compensation against an appropriate peer group | • | No guaranteed incentive compensation | | • | Maintain clawback policies for executive officers | • | No dividends or dividend equivalents paid on unvested equity | | • | Conduct an annual risk assessment | • | No hedging or pledging of Company securities is permitted | | • | Maintain stock ownership requirements | • | No excessive perquisites or other benefits | | • | Engage an independent compensation consultant | • | No “single-trigger” change-in-control severance or vesting of equity awards | | • | Hold executive sessions at each committee meeting | | |

  60. MillerKnoll

    | Element | Description | Metrics / Vehicles for Fiscal 2024 | | Base Salary | Fixed element of cash compensation determined by 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 Incentive Cash Bonus Plan (AIP) based upon performance against predetermined goals during the fiscal year. For fiscal 2024, NEOs and senior leadership were provided the choice in August 2023 to elect to receive an AIP bonus, if any, in the form of restricted stock units (RSUs) under our Long Term Incentive Plan (“LTIP”) with a 2X multiplier, instead of a cash bonus under the AIP. | EBITDA, As Adjusted | | Long-Term Incentives (“LTI”)(1) | Equity-based component of compensation that is denominated in performance stock units (“PSUs”), premium-priced stock options, and RSUs. Long-term incentives encourage long-term strategic thinking and decision-making while also promoting ownership in the Company and alignment with shareholders’ interests. | 50% premium-priced stock options at an approximate 16% premium. 25% RSUs 25% PSUs measured by: •100% EBITDA, As Adjusted •+/- 25% TSR modifier | | 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. | — |

  61. MillerKnoll

    (1)Mix of awards allocated to CEO: 25% premium-priced stock options, 25% RSUs, and 50% PSUs.

  62. MillerKnoll

    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 reflects 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 (e.g., 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:

  63. MillerKnoll

    Roles and Responsibilities in Setting Executive Officer Compensation Compensation Committee The Committee consists of four directors, each qualifying as independent under Nasdaq’s listing requirements. The Board has determined that each member of the Committee also qualifies as a non-employee director for purposes of Rule 16b-3 under the Exchange Act. The responsibilities of the Committee are summarized below: •Review and recommend the compensation of the Company’s CEO to the Board. •Review and approve the compensation of the Company’s executive officers (except for the CEO). •Act as the administrative committee for the Company’s annual cash incentive plan and equity-based compensation plans and such other plans as may be designated by the Board. •Perform the other duties and responsibilities set forth in its charter or as delegated to it by the Board. Compensation Consultant The Committee selects and retains the services of its own independent compensation consultant and annually reviews the performance of the consultant. As part of the review process, the Compensation Committee considers the independence of the consultant in accordance with SEC and Nasdaq rules. During fiscal 2024, in addition to the services it provided to the Compensation Committee, Pay Governance provided certain advisory services to the Governance and Corporate Responsibility Committee with respect to the compensation of the Company’s independent directors. The amount paid by the Company to Pay Governance for services it provided the Governance and Corporate Responsibility Committee in fiscal 2024 did not exceed $120,000. The decision to engage Pay Governance for these other services was recommended by management and approved by the Board. Except for the services provided to these two Board committees, Pay Governance provided no other services to MillerKnoll, and it worked with Company management, as directed by the Compensation Committee, only on matters for which the Compensation Committee is responsible. At the Committee’s request, Pay Governance regularly attends Committee meetings. Pay Governance also communicates with the Committee or the Chair of the Committee outside committee meetings regarding matters related to the Committee’s responsibilities. Chief Executive Officer At the Committee’s request, Ms. Owen works with other executives to recommend performance goals for the AIP and the PSU component of the Long-Term Incentive program. These goals are reviewed and approved by the Committee. Additionally, Ms. Owen reviews the performance of her direct reports (including the NEOs other than herself) and makes recommendations to the Committee with respect to their compensation. Ms. Owen does not participate in any Board conversations related to her own pay.

  64. MillerKnoll

    (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 2024, EBITDA, as adjusted (“EBITDA, As Adjusted”) served as the sole performance metric in the AIP.

  65. MillerKnoll

    | (Dollars in millions) | EBITDA, As Adjusted Goals ($)(1) | | | Payout as a % of Target | | | Actual | | | Period | Threshold | Target | Maximum | Threshold | Target | Maximum | EBITDA, As Adjusted ($)(2) | Payout(3) | | Fiscal 2024 | 268.5 | 383.5 | 517.7 | 0% | 100% | 200% | 388.8(2) | 103.9% |

  66. MillerKnoll

    | | Target 2024 AIP | | Payout as a % of Target | | Actual 2024 AIP Payout ($)(1) | | Name | % of Salary | Value ($) | | | | | Andi R. Owen | 125% | 1,375,000 | | 103.9% | 1,428,625 | | Jeffrey M. Stutz | 70% | 406,000 | | 103.9% | 421,834 | | Christopher M. Baldwin | 70% | 406,000 | | 103.9% | 421,834 | | John P. Michael | 70% | 406,000 | | 103.9% | 421,834 | | Debbie F. Propst | 70% | 406,000 | | 103.9% | 421,834 |

  67. MillerKnoll

    (1)This is the amount of the AIP payout if the NEO had elected to receive the payout in cash. See the disclosure in the following paragraph. To allow the Company to conserve cash and further incentivize desired performance, the Committee provided NEOs and senior leadership the choice at the start of the fiscal year to irrevocably elect to receive either a fiscal 2024 annual cash bonus under the AIP or RSUs under the LTIP with a grant date in July 2024 and vesting in July 2025, depending on the actual level of performance achieved and payout approved by the Committee, if any, with a one-year vesting period. Leaders who elected to receive RSUs were eligible to receive an award equivalent to 200% of what they would have

  68. MillerKnoll

    received in a cash bonus under the AIP. The Company, however, reserved the right to pay any or all of the fiscal 2024 AIP in cash, even if an employee agreed to receive the payout in the form of RSUs. In August 2023, all of the NEOs elected to receive any fiscal 2024 AIP payout in the form of RSUs. For further details, see footnote 3 in the Summary Compensation Table. For further details on the payout of AIP in RSUs, see footnote 3 in the Summary Compensation Table. The Committee does not intend to offer this type of choice in the future as it was a one-time opportunity designed to conserve cash and further align the interests of our management team with shareholders. Long-Term Incentives For each executive officer, the Committee approves a target LTI award value and determines the mix of LTI vehicles to deliver that award. We convert that value for each NEO into grants with award types weighted as shown below:

  69. MillerKnoll

    | | Weighting for Fiscal 2024 | | | Award Types | CEO | Other NEOs | | PSUs | 50% | 25% | | Premium-Priced Stock Options | 25% | 50% | | RSUs | 25% | 25% |

  70. MillerKnoll

    | | Target 2024 LTI Value ($) | PSUs (#) | Stock Options (#) | RSUs (#) | | Name | | | | | | Andi R. Owen | 5,500,000 | 110,486 | 313,177 | 89,518 | | Jeffrey M. Stutz | 1,325,000 | 13,309 | 150,894 | 21,566 | | Christopher M. Baldwin | 1,325,000 | 13,309 | 150,894 | 21,566 | | John P. Michael | 1,325,000 | 13,309 | 150,894 | 21,566 | | Debbie F. Propst | 1,325,000 | 13,309 | 150,894 | 21,566 |

  71. MillerKnoll

    The payout opportunity for PSUs granted in fiscal year 2024 is based on one financial metric: EBITDA, As Adjusted. The performance for the metric is measured over three one-year periods, all of which are eligible to vest on August 1st following the completion of the three-year period and are subject to modification based on our relative total shareholder return (“rTSR”) performance over the full three-year period. PSU grants in fiscal year 2024 continue to utilize three one-year performance periods due to challenges in setting multi-year goals given the cyclicality of our global business including supply chain constraints, commodity price volatility, and geopolitical issues. The rTSR modifier provides for a 25% increase to the earned PSUs if our relative TSR performance is at or above the 75th percentile of our TSR peer group (subject to an overall maximum award equal to 200% of target) or a 25% decrease to the PSUs earned if our relative TSR performance is below the 25th percentile of our TSR peer group. For performance between threshold and target and target and maximum, these adjustments are linearly interpolated. Metric weighting is as shown in the chart below:

  72. MillerKnoll

    | | Relative TSR Payout Curve for Fiscal 2024 | | | Award Types | Relative TSR (Percentile Ranking) | Payout Modifier (Multiple of Target) | | Maximum(1) | 75th | x 1.25 | | Target | 55th | x 1.00 | | Threshold | 25th | x 0.75 |

  73. MillerKnoll

    The TSR peer group focuses on key competitors, companies in appropriately adjacent industries, companies with similar business drivers, and other companies with business cycles similar to that of the Company. The TSR peer group for the fiscal 2024 PSU award is as follows:

  74. MillerKnoll

    (1)Masonite International Corporation was removed as a result of the acquisition by by Owens Corning before the end of the Company’s 2024 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. Stock option grants made in fiscal 2024 had a $20.00 per share strike price, which is approximately a 16% premium as of the grant date, closing stock price of $17.29. 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 growth in the share price over a long period of time. PSUs Earned for Fiscal 2022 to Fiscal 2024 Performance Cycle PSU grants made in fiscal year 2022 reached the end of their performance period at the close of fiscal year 2024. The tables below outline the metrics, goals, weightings, and actual performance for each tranche. TSR performance for the PSUs granted in fiscal 2022 ranked at the 31st percentile of the TSR peer group, resulting in an 80.8% multiplier applied to the final payout, resulting in a total payout of 51% of eligible shares vesting. For additional details, see the Grants of Plan-Based Awards table.

  75. MillerKnoll

    | (Dollars in millions) | | | | | | | | | | | Measure | Tranche Fiscal Performance Period | Target Payout Weighting | Performance Goals | | | Actual Performance Results | Unweighted Payout | Weighted Payout | | | | | | Threshold | Target | Maximum | | | | | | Operating Earnings, | 2022 1st Half | 6.80% | $73.9 | $92.4 | $162.3 | $86.7 | 70.0% | 4.8 | | | As Adjusted | 2022 2nd Half | 6.80% | $48.1 | $96.1 | $144.2 | $105.6 | 120.0% | 8.2 | | | | 2023 | 14.85% | $262.8 | $375.4 | $431.7 | $245.3 | —% | — | | | | 2024 | 14.85% | $139.4 | $254.4 | $388.6 | $258.3 | 102.9% | — | | | Revenue | 2022 1st Half | 6.80% | $1,262.3 | $1,329.5 | $1,583.6 | $1,333.50 | 102.0% | 15.3 | | | | 2022 2nd Half | 6.80% | $1,929.4 | $2,104.1 | $2,278.8 | $2,130.00 | 115.0% | 6.9 | | | | 2023 | 14.85% | $4,255.7 | $4,665.2 | $4,870.0 | $4,087.10 | —% | 7.8 | | | | 2024 | 14.85% | $3,469.4 | $3,887.8 | $4,375.9 | $3,625.50 | 37.3% | — | | | Non-Financial | 2022 1st Half | 3.40% | | | | | | 4.3 | | | Scorecard(1) | 2022 2nd Half | 3.40% | | | | | | 5.1 | | | | 2023 | 3.30% | | | | | | 3.9 | | | | 2024 | 3.30% | | | | | | 1.4 | | | | Target Payout before rTSR Modifier | | | | | | | 63.1 | | | | TSR Modifier | | | | | | | x | 80.8% | | | Final Payout | | | | | | | 51.0% of target | |

  76. MillerKnoll

    | Change | Rationale | | •Adopted a new LTI mix for all Leadership Team Members: •60% PSUs •40% RSUs •For 2025 PSU grants, modified the performance metrics to the following: •50% EBITDA, As Adjusted(1) •50% Revenue •Relative TSR (modifier) | •The Committee determined to increase the line of sight for executives and further emphasize long-term financial performance and bolster alignment with shareholders’ interests. •Stock options were not granted in favor of increased emphasis on PSUs. •RSUs provide additional focus on stock price appreciation and provide additional retention incentive. |

  77. MillerKnoll

    | President and Chief Executive Officer | 6x base salary | | Executive officers with LTIP target equal to or greater than 100% of salary | 4x base salary | | Certain other direct reports to the CEO | 1 to 3x base salary |

  78. MillerKnoll

    Stock Retention Requirements Until the ownership guidelines are met, covered executives must retain a certain amount in Company stock, equal to 40% of the pretax value of vested and or settled shares. Compliance with the requirements is determined annually and each time an executive officer seeks to dispose of any shares of Company stock. Incentive Clawback The Company has in place two incentive compensation recovery policies. One policy, adopted for purposes of compliance with Section 10D of the Exchange Act and the Nasdaq listing standards, provides for the mandatory recovery of both cash- and equity-based compensation paid on the basis of the achievement of financial performance measures in the event of an accounting restatement. The other policy provides for the recovery, without duplication, of any or all such incentive compensation, if an executive officer has engaged in improper conduct, as defined in that policy, irrespective of any accounting restatement. With respect to the latter policy, the Board may, in its sole discretion, after evaluating the associated costs and benefits, and any other factors it deems relevant, seek to recover all or any portion of the recoverable incentive paid to any executive officer who engaged in improper conduct during the applicable period. Anti-Hedging and Anti-Pledging Policy The Committee and the Board of Directors have adopted a policy prohibiting the Board of Directors and executive officers from hedging the economic risk of their ownership of our stock, including options or other derivatives related to our stock, and from pledging MillerKnoll stock. 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.

  79. MillerKnoll

    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. Deductibility of Compensation Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public corporations for compensation in excess of $1 million paid for any fiscal year to individuals who are covered employees. All of our NEOs are covered employees for this purpose. As a result, the compensation paid to each of our NEOs for fiscal 2024 in excess of $1 million will not be deductible under Section 162(m).

  80. MillerKnoll

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1)(2)(3) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(6) | Total ($) | | Andi R. Owen | 2024 | 1,100,000 | — | 6,086,038 | 1,547,094 | — | 224,775 | 8,957,907 | | President and CEO | 2023 | 1,100,000 | — | 2,203,328 | 2,091,000 | — | 441,239 | 5,835,567 | | | 2022 | 1,084,231 | — | 1,405,550 | 866,971 | 1,292,452 | 335,634 | 4,984,838 | | Jeffrey M. Stutz | 2024 | 580,000 | — | 1,523,952 | 745,416 | — | 78,743 | 2,928,111 | | CFO | 2023 | 577,615 | — | 519,100 | 256,949 | — | 72,129 | 1,425,793 | | | 2022 | 553,062 | — | 384,142 | 239,338 | 369,000 | 54,132 | 1,599,674 | | Christopher M. Baldwin(4) | 2024 | 580,000 | 700,000 | 1,493,502 | 745,416 | — | 141,729 | 3,660,647 | | Group President, MillerKnoll | 2023 | 577,661 | 700,000 | 456,101 | 256,949 | — | 107,170 | 2,097,881 | | | 2022 | 561,000 | 1,200,000 | 123,688 | 75,522 | 199,371 | — | 2,159,581 | | John P. Michael | 2024 | 580,000 | — | 1,519,874 | 745,416 | — | 72,600 | 2,917,890 | | President, Americas Contract | 2023 | 571,654 | — | 510,653 | 256,949 | — | 66,184 | 1,405,440 | | | 2022 | 492,654 | — | 350,006 | 217,970 | 330,650 | 39,575 | 1,430,855 | | Debbie F. Propst(5) | 2024 | 580,000 | — | 1,523,952 | 745,416 | 435,000 | 79,853 | 3,364,221 | | President, Global Retail | 2023 | 577,615 | — | 519,100 | 256,949 | 435,000 | 70,118 | 1,858,782 | | | 2022 | 550,538 | — | 384,142 | 239,338 | 367,764 | 24,342 | 1,566,124 |

  81. 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.

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

    Potential Payments Upon Termination in Connection with Change in Control In fiscal 2024, 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.

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

    | Executive Compensation | Table of Contents |

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

    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.