DEF 14A of Millerknoll, Inc., Aug 29, 2025

DEF 14A of Millerknoll, Inc.

Filed Aug 29, 2025 · FY20250000066382-25-000089

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):

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    | ☒ | 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 delivered a strong finish to fiscal year 2025. In a year marked by uncertainty, we leveraged the power of our collective, diversified business model, and global operations network to navigate the environment and deliver year-over- year sales growth. We brought innovative and more sustainable products to market, enhanced our global footprint, and strengthened our presence in key design markets with new flagship locations that demonstrate the range of our industry-leading portfolio. We also grew our product offerings in resilient sectors, such as healthcare, and expanded our retail presence in key markets. Delivering Innovative Experiences Our contract showrooms continue to serve as critical points of conversion, connecting customers directly with our brands, products, and sales teams. Over the past year, we reimagined several of these spaces to deliver a more cohesive and inspiring experience. | Leveraging insights from our dealer network and design partners, we opened flagship locations in Chicago, London, and New York that blend contract showrooms with retail experiences across our collective. These integrated showrooms elevate customer engagement and showcase the breadth of our portfolio across home, work, and beyond. Most recently, in June, we unveiled our newest design center in Chicago’s vibrant Fulton Market district during Design Days, a marquee event in contract furniture. We welcomed customers, dealers, partners, and design enthusiasts to explore our broad portfolio, including thirty new products, and to experience how we deliver real-world solutions through intentional, human-centered design. The response to our new space was overwhelmingly positive, driving an eleven percent increase in booked appointments compared to last year. MillerKnoll London, our first flagship outside the U.S., has been a success since it opened last fall. In May, we welcomed more than 4,000 customers, | A&D partners, dealers, and commercial real estate professionals during Clerkenwell Design Week, a premier event for contemporary furniture and interior design. With the addition of a NaughtOne showroom nearby, we are offering an enhanced experience for customers, dealers, and the design community across the U.K. and Europe. As a result, we have seen increased sales and order volume in these regions. With rising customer visits and deeper engagement across these new locations, we are well positioned to capitalize on our product and brand leadership as market conditions improve. Beyond our showrooms, we are offering a new way to engage with our brands through the MillerKnoll Archives, which opened in June at our Design Yard location in Michigan. This state-of-the-art facility invites customers, dealers, and design partners to explore more than a century of design leadership and see firsthand how we helped shape the modern workspace and home. | | | | |

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    | Fueling the Contract Market with Innovation As organizations elevate the workplace experience to attract and retain talent, we advanced our product innovation strategy to meet evolving needs, guided by proprietary research showing that meaningful interactions are key drivers for returning to the office. In response, we introduced Knoll Dividends Skyline, which enhances adaptability and performance in open-plan settings, designed to bring more flexibility and performance to work environments. We also made significant strides in growing our presence within resilient verticals such as healthcare and higher education, sectors that align with our expertise and offer long-term growth potential beyond the home and office. Herman Miller launched the Gemma Collection, a new line of modular seating designed for healthcare environments, marking a major step in bringing our design leadership and ergonomic innovation into spaces focused on care. Additionally, we introduced a new, dedicated space showcasing healthcare solutions in MillerKnoll Fulton Market, giving customers and partners a firsthand look at how healthcare products such as Gemma can transform clinical and administrative settings. In higher education, Muuto and HAY offer a broad range of ancillary solutions that help colleges and universities create inviting lounges, meeting spaces, and dining areas to support growing student populations. We are also unlocking new potential with Herman Miller Gaming. Recently, we partnered with a university to design a state-of-the-art esports arena. | Driving Growth Through Retail Expansion Similar to our showrooms, our retail studios are essential brand touchpoints and a strategic area of investment. Throughout the year, we continued to execute on our retail strategy, enhancing the customer experience, increasing operational efficiency, and broadening our reach. During fiscal 2025, we opened four new stores, including DWR studios in Palm Springs, California, timed with Modernism Week, and Paramus, New Jersey, as well as Herman Miller stores in Fairfax, Virginia and Coral Gables, Florida. We expanded our retail product assortment significantly, with new launches increasing 50% compared to the prior year. We will continue to build upon our product assortment, increase our eCommerce penetration and expand our brand awareness through targeted marketing investments designed to introduce our brand to new customers. In fiscal 2026, we plan to open an additional 10 to 15 new stores across the U.S., advancing our goal to more than double the footprint of our DWR and Herman Miller stores in North America over the next several years. At the same time, we are expanding the depth and breadth of our product assortment. Our disciplined retail execution and customer-centric strategy position us to capture emerging retail demand, particularly as housing market conditions improve. | Designing a Better World Our strength comes from our talented team, and we are proud of the robust employee tenure at MillerKnoll. Through our Watercarrier program, we recognized nearly 1,000 employees with 20 or more years of service this year, celebrating their enduring contributions across our global teams. Our purpose—design for the good of humankind—inspires us to use the power of design to improve people’s lives. We published our 2024 Better World Report to track and share performance behind the programs that support our people, planet, and community. Thanks to the thoughtful work of the MillerKnoll Foundation, we were recognized as one of the most community-minded companies in the U.S. through The Civic 50 by Points of Light, the world’s largest organization dedicated to volunteerism. This recognition reflects the impact of initiatives such as our company-wide Day of Purpose, which gives employees time to serve their communities and vote. In 2025, that commitment inspired nearly 400 volunteer events around the world, underscoring the power of our people and the strength of our shared purpose. This year marked meaningful progress and transformation, all aimed at reinforcing our diversified businesses and setting the stage for future growth. Our continued focus on design excellence and global expansion will be key drivers of long-term success. While demand pressures persist, the strength of our business and our ability to adapt have positioned us well for the road ahead. We are optimistic about the future and thank you for your ongoing support. | | | | | | | | Andi R. Owen President and Chief Executive Officer |

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    BOARD OF DIRECTORS1

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

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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) | | John T. Maeda | Tina Edekar Edmundson | Jeanne K. Gang | | Heidi J. Manheimer | Douglas D. French | Michael R. Smith | | 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, North America Contract Elected as an executive officer in 2020 | Debbie F. Propst President, Global Retail Elected as an executive officer in 2020 | | Jacqueline H. Rice Chief Legal Officer 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 |

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    1 As of Proxy Record Date, August 15, 2025. 2 Ad hoc committees may be commissioned from time to time.

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    | 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: Lisa A. Kro, John T. Maeda, and Michael C. Smith. 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 19. | | 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 2026. | | Our Audit Committee has appointed KPMG LLP as our independent registered public accounting firm for the fiscal year ending May 30, 2026. 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/MLKN2025. The KPMG LLP representatives will have the opportunity to make a statement if they desire. | | | | | | For details, see page 48. | | PROPOSAL 4 | APPROVE THE MILLERKNOLL, INC. 2025 LONG-TERM INCENTIVE PLAN | • The Board of Directors recommends a vote “FOR” the approval of the MillerKnoll, Inc. 2025 Long-Term Incentive Plan. | | The Board has adopted, subject to shareholder approval, the MillerKnoll, Inc. 2025 Long-Term Incentive Plan (the “Plan”). The Plan is an amendment and restatement of our existing MillerKnoll, Inc. 2023 Long-Term Incentive Plan approved by our shareholders in 2023. | | | | | | For details, see page 50 |

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    | PROPOSAL 1 | ELECTION OF DIRECTORS |

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    The Board of Directors of the Company has nominated the following three directors, previously elected by our shareholders for re-election to the Board: Lisa A. Kro, John T. Maeda, and Michael C. Smith. All nominees are nominated to serve a 3-year term. The Board approved each of the nominees following the recommendation of our Governance and Corporate Responsibility Committee. More information about the nominees and the 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, the Board of Directors may designate substitute nominees at its discretion. In that event, your proxy will be voted for the 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 11 directors, 10 of whom are independent. Candace Matthews resigned from the Board, effective February 15, 2025. The Company was grateful for Ms. Matthews’ service during her four years on the Board. In connection with Ms. Matthew’s departure from the Board, the Board size was reduced from 12 members to the current 11 members. On July 15, 2025, Michael Volkema, the Chair of the Board of Directors, advised the Company that he is retiring from the Board when his current term ends at the Company’s 2025 Annual Meeting of Shareholders. The Company is profoundly grateful for Mr. Volkema’s dedicated service to the Company, including 9 years as its President and CEO and 25 years as a director and Board Chair. Mr. Volkema served the Company with steadfast commitment, strategic insight, and deep values. He helped shape the Company’s trajectory, including the acquisition of Knoll in 2021, and positively impacted many lives throughout his tenure. At the time of Mr. Volkema’s retirement, the Board size will be reduced to 10 members. 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

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    of the three-year term for that class) and until their successors are duly elected and qualified, or until their removal or resignation.

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

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    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.

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    | Nominees for Election Whose Terms Expire in 2028 |

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    | 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, which is 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 60 Director since 2012 Board Committees •Audit (Chair) | |

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    | John T. 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 58 Director since 2024 Board Committees •Audit | |

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    | 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 55 Director since 2019 Board Committees •Compensation (Chair) | |

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    | Jeanne K. Gang | | | | Principal Occupation(s) During Past Five Years: | | | Founding 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, Ms. Gang 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 service on 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 61 Director since 2024 Board Committees •Governance and Corporate Responsibility | |

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    | 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 60 President and CEO, and Director since 2018 | |

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    | Michael R. Smith | | | | Principal Occupation(s) During Past Five Years: | | | Executive Vice President and Chief Financial Officer, McCormick & Company, Inc., 2016 - 2025 | | | Other Public Directorships: | | | Church & Dwight Co, Inc. | | | Mr. Smith was most recently Executive Vice President and Chief Financial Officer for McCormick & Company, Inc., a publicly held consumer packaged goods company. In his role, Mr. Smith was responsible for McCormick's Transformation and Technology function with oversight in related areas such as cybersecurity. He also served as 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 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 61 Director since 2021 Board Committees •Audit •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 make her a valuable contributor to the Board. | | Age 59 Director since 2024 Board Committees •Compensation | |

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    | 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 71 Director since 2002 Committees: •Compensation | |

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    | 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 of 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 60 Director since 2005 Committees: •Governance and Corporate Responsibility (Chair) | |

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    | Heidi J. Manheimer | | | | Principal Occupation(s) During Past Five Years: | | | Executive Chair, Surratt Cosmetics LLC, Since 2017 | | | Other Public Directorships: None | | | Ms. Manheimer is the Executive Chair 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 Chair 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 platforms, 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 62 Director since 2014 Committees: •Audit | |

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    | Director Nominations by Shareholders |

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    The Governance and Corporate Responsibility Committee has not received nominations from any of our shareholders in connection with our 2025 Annual Meeting.

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    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 including 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 Chair 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/Chair 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/Chair, and chairs meetings of the independent directors. Consistent with our Guidelines, the roles of CEO and Chair are currently separate. Mr. Volkema currently serves as Chair of the Board. As Mr. Volkema is not an employee of the Company, he serves as a non-executive Chair. 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 Our directors have an average tenure of 10.6 years on the Board.

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    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:

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    | BOARD OF DIRECTORS Oversees Major Risks | | | | | | | | •Business Strategy •Operational | •Financial •Technology & 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 | |

  46. 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 March 2025. 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.

  47. MillerKnoll

    | Corporate Governance | Table of Contents |

  48. MillerKnoll

    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 2025. The code is reviewed annually for possible modifications and some changes were made in the most recent review. 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 2025. 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 2024 Annual Meeting. During fiscal 2025, 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 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 Shareholder 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. 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

  49. MillerKnoll

    | Table of Contents | Corporate Governance |

  50. MillerKnoll

    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. Evaluation of Candidates 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 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, and experience as a senior executive in a public company. 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. Director Retirement Policy 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 2025 table presented below provides information on the compensation of each director for fiscal 2025. The standard annual compensation of each director is $240,000. The Audit Committee Chair receives an additional $25,000, the Chairs of the Compensation Committee and the Governance and Corporate Responsibility Committee each receive an additional $20,000. The Chair of the Board of Directors receives additional annual compensation of $120,000 and is eligible to participate in the Company’s health insurance plan. Ms. Owen, the Company’s President and CEO, does not receive any additional compensation for serving on the Board of Directors. In 2025, the annual compensation and any chair's standard or chair 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, 2025, (3) in stock options valued as of January 15, 2025, under the Black-Scholes model, (4) in deferred cash under the Amended and Restated MillerKnoll, Inc. Director Deferred Compensation Plan (the “Director Deferred Compensation Plan”) described below, (5) in deferred stock units under the Director Deferred Compensation Plan, 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 Director 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, or in a combination of shares and cash. Deferred Compensation The Director Deferred Compensation Plan allows non-employee directors of the Company to defer their annual director fees in either a deferred cash account or in deferred stock units.

  51. MillerKnoll

    | Name | Deferred or Paid in Cash ($)(1) | Stock Awards ($)(2) | Stock Options ($) | All Other Compensation ($)(3) | Total ($) | | Tina Edekar Edmundson(4) | 167,917 | 167,916 | — | — | 335,833 | | Douglas D. French | 120,000 | 120,000 | — | — | 240,000 | | Jeanne K. Gang(4) | 167,917 | 167,916 | — | — | 335,833 | | John R. Hoke III | 104,000 | 156,000 | — | — | 260,000 | | Lisa A. Kro | 132,500 | 132,500 | — | — | 265,000 | | John T. Maeda(4) | 134,333 | 201,500 | — | — | 335,833 | | Heidi J. Manheimer | 117,600 | 122,400 | — | — | 240,000 | | Candace S. Matthews | 120,000 | 120,000 | — | — | 240,000 | | Michael C. Smith | 130,000 | 130,000 | — | — | 260,000 | | Michael R. Smith | 72,000 | 84,000 | 84,000 | — | 240,000 | | Michael A. Volkema | 180,000 | 180,000 | — | 13,945 | 373,945 |

  52. 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, which awards college scholarships to children of employees, or the MillerKnoll Global Associate Relief Fund, which provides financial assistance to associates who experience financial hardships (both referred to as the "Fund"). During fiscal 2025, nine 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 May 31, 2025, included in our Annual Report on Form 10-K. (3)Represents the imputed taxable benefit received on product purchases under the employee discount program. (4)Amounts represented for Tina Edekar Edmundson, Jeanne K. Gang, and John T. Maeda, include a prorated payment for calendar 2024 board services performed after joining the Board in October 2024. As of May 31, 2025, one director, Michael R. Smith, had 18,281 outstanding fully-vested stock options. No other director had outstanding stock options.

  53. 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 2025, 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. During fiscal 2025, we accomplished several significant milestones, including those summarized below, while continuing to navigate a challenging and dynamic macroeconomic environment. By leveraging the advantage and scale of MillerKnoll’s collective of brands, diversified business channels, and global operations, our teams continued to drive earnings power while making strategic investments for growth and efficiency. We are committed to the continued diversification of our business, expanding our scale and reach, and investing in our industry-leading position in resilient markets such as healthcare and the public sector, along with growing our retail store footprint. We continue to leverage technology to enhance the overall customer experience and provide innovative solutions. We have compelling competitive advantages, including our unmatched suite of products and formidable distribution channel with world-class dealers who are well-versed in the entire MillerKnoll product collective. Fiscal Year 2025 Strategic Highlights •We opened new flagship MillerKnoll locations in London, New York, and Chicago that include both contract showrooms and retail stores. These new showrooms have meaningfully elevated how we present the collective strength of our brands and products, making it easier for customers to see what’s possible in spaces that reflect the ways people work, gather, heal, and create. •In our Contract product portfolio, we are investing in targeted R&D and innovation where we have opportunities to add new products or enhance product lines, building on our legendary product collections. Recent introductions include Knoll Dividends Skyline, offering a holistically integrated system for today’s open-plan office environments and Herman Miller Healthcare’s new Gemma seating family, designed to support the diverse needs of patients, families and caregivers in clinical settings. •During the past year, we also continued to invest for long-term growth in our Global Retail business. In fiscal 2025, we opened four beautiful new stores, and we laid the groundwork for our plan to open an additional 10 to 15 new stores in the U.S. during fiscal 2026. These stores will include both DWR and Herman Miller store formats as we continue to capitalize on our opportunity to more than double our store footprint in North America over the next several years. Each new store has revealed a compelling halo effect of eCommerce growth and an increase in brand awareness in the relevant geographies. In addition to our store footprint growth, we have other exciting initiatives to grow the Global Retail business. We are expanding the depth and breadth of our retail product assortment, and in fiscal 2025, we grew our new product introductions by over 50%. We are also increasing our eCommerce penetration and expanding our brand awareness through targeted marketing investments for new product launches and activities and events designed to introduce our brand to new customers. •In fiscal 2025, we published our 2024 Better World Report, detailing progress across our people, planet, and community initiatives. We were also proud to be recognized as one of the most community-minded companies in the U.S. through The Civic 50 by Points of Light, the world’s largest organization dedicated to volunteerism. That recognition was driven in part by our Global Day of Purpose, which empowers employees to give back to their communities. In 2025, this commitment inspired nearly 400 volunteer events around the world.

  54. 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 | | |

  55. MillerKnoll

    | Element | Description | Metrics / Vehicles for Fiscal 2025 | | 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. | EBITDA, As Adjusted | | Long-Term Incentives (“LTI”) | Equity-based component of compensation that is denominated in performance stock units (“PSUs”) 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. | 40% RSUs 60% PSUs measured by: •50% EBITDA, As Adjusted •50% Revenue •+/- 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. | — |

  56. 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:

  57. MillerKnoll

    Roles and Responsibilities in Setting Executive Officer Compensation Compensation Committee The Committee consists of three 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 2025, 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 2025 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 Compensation 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.

  58. MillerKnoll

    (1) Reflects annualized salary. Annual Incentive Plan The Annual Incentive Plan (AIP) is our annual cash incentive program that covers all non-sales incented employees. For fiscal year 2025, EBITDA, as adjusted (“EBITDA, As Adjusted”) served as the sole performance metric in the AIP.

  59. 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 2025 | 305.8 | 407.7 | 509.6 | 0% | 100% | 200% | 355.3(2) | 48.6% |

  60. MillerKnoll

    | | Target 2025 AIP | | Payout as a % of Target | | Actual 2025 AIP Payout ($) | | Name | % of Salary | Value ($) | | | | | Andi R. Owen | 125% | 1,375,000 | | 48.6% | 668,250 | | Jeffrey M. Stutz | 80% | 481,230 | | 48.6% | 233,878 | | Christopher M. Baldwin | 75% | 442,719 | | 48.6% | 215,161 | | John P. Michael | 75% | 442,754 | | 48.6% | 215,178 | | Debbie F. Propst | 75% | 442,754 | | 48.6% | 215,178 |

  61. MillerKnoll

    | | Weighting for Fiscal 2025 | | | Award Types | CEO | Other NEOs | | PSUs | 60% | 60% | | RSUs | 40% | 40% |

  62. MillerKnoll

    | | Target 2025 LTI Value ($) | PSUs (#) | RSUs (#) | | Name | | | | | Andi R. Owen | 4,400,000 | 92,469 | 66,895 | | Jeffrey M. Stutz | 1,361,250 | 28,608 | 20,696 | | Christopher M. Baldwin | 1,184,000 | 24,883 | 18,001 | | John P. Michael | 1,184,000 | 24,883 | 18,001 | | Debbie F. Propst | 1,184,000 | 24,883 | 18,001 |

  63. MillerKnoll

    The payout opportunity for PSUs granted in fiscal year 2025 is based on two financial metrics: EBITDA, As Adjusted, and Revenue. The performance for the metrics is measured over three one-year equally-weighted periods, all of which are eligible to vest on July 22nd following the completion of the three-year period. PSU grants for fiscal year 2025 are subject to modification based on our relative total shareholder return (“rTSR”) performance over the full three-year period. The grants 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:

  64. MillerKnoll

    | | Relative TSR Payout Curve for Fiscal 2025 | | | rTSR Performance | 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 |

  65. 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 2025 PSU award is as follows:

  66. MillerKnoll

    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 33.3%, 33.3%, and 33.4% over a three-year period on July 22nd of each year, commencing 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. PSUs Earned for Fiscal 2023 to Fiscal 2025 Performance Cycle PSU grants made in fiscal year 2023 reached the end of their performance period at the close of fiscal year 2025. The tables below outline the metrics, goals, weightings, and actual performance for each tranche. TSR performance for the PSUs granted in fiscal 2023 ranked at the 23rd percentile of the TSR peer group, resulting in a 75.0% multiplier applied to the final payout, resulting in a total payout of 35.6% of eligible shares vesting. For additional details, see the Grants of Plan-Based Awards table.

  67. 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, | 2023 | 14.85% | $262.8 | $375.4 | $431.7 | $245.3 | —% | — | | | As Adjusted | 2024 | 14.85% | $139.4 | $254.4 | $388.6 | $258.3 | 102.9% | 15.3 | | | | 2025 | 15.30% | $186.2 | $288.1 | $390.0 | $234.90 | 47.8% | 7.3 | | | Revenue | 2023 | 14.85% | $4,255.7 | $4,665.2 | $4,870.0 | $4,087.10 | —% | — | | | | 2024 | 14.85% | $3,469.4 | $3,887.8 | $4,375.9 | $3,625.50 | 37.3% | 5.5 | | | | 2025 | 15.30% | $3,479.3 | $3,850.0 | $4,219.6 | $3,697.90 | 59.0% | 9.0 | | | Non-Financial | 2023 | 3.30% | | | | | | 3.9 | | | Scorecard(1) | 2024 | 3.30% | | | | | | 1.4 | | | | 2025 | 3.40% | | | | | | 5.1 | | | | Target Payout before rTSR Modifier | | | | | | | 47.5 | | | | TSR Modifier | | | | | | | x | 75.0% | | | Final Payout | | | | | | | 35.6% of target | |

  68. MillerKnoll

    | Program | Change | Rationale | | AIP | •Replaced EBITDA, As Adjusted with Operating Earnings, As Adjusted(1) •Introduced reportable Segment Multiplier for our Segment Leaders and Segment teams (excluding the CEO and CFO): •15% multiplier for performance ≥ 105% of Segment target; or •25% multiplier for performance ≥ 110% of Segment target | •The Committee and Management determined Operating Earnings provides a more accurate reflection of how the Company evaluates segment performance, while also mitigating volatility associated with non-cash depreciation •Incorporating the reportable Segment Multiplier reinforces the Company's pay-for-performance approach by strengthening the direct connection between performance and compensation. | | LTIP | •Adopted a new LTI mix for the Leadership Team Members (excluding the CEO(2)): •50% PSUs •50% RSUs | •Performance Accountability – PSUs directly link a significant portion of awards to achieving multi-year performance goals, reinforcing accountability for delivering sustainable business results. •Retention and Ownership – RSUs provide a time-based incentive that supports executive retention, promotes continued ownership in the Company, and rewards sustained stock price appreciation. |

  69. MillerKnoll

    (1)Operating earnings, as adjusted ("Operating Earnings, As Adjusted") by the Compensation Committee (2)LTI mix for the CEO remains consistent with FY25, 60% PSUs and 40% RSUs. Associate Benefit Plans Retirement Plans We maintain broad-based retirement plans, available for employees in the United States, with one plan covering the majority of our employees. Our retirement plans are designed to provide a reasonable level of replacement income upon retirement. The benefits available to NEOs are the same as those available to other non-executive employees in their respective geographic region, subject to limitations provided by law or regulation. The primary retirement plan covering most U.S.-based employees, including the NEOs, is the MillerKnoll, Inc. Retirement Plan (the “Retirement Plan”). The Retirement Plan permits employees to make salary deferrals into the plan up to the maximum amount permitted by law. We also fully match employee contributions up to 4% of the employee’s compensation contribution. Health Insurance Plans We maintain health insurance plans available to all full-time and qualified part-time employees. The NEOs participate in such plans on the same terms as all other employees within their respective geographic region or business unit. Other Executive Plans and Perquisites Deferred Compensation Plan The MillerKnoll, Inc. Executive Equalization Retirement Plan is a Board-approved supplemental deferred compensation plan available to highly compensated United States employees who are selected for participation by the Committee. All NEOs are currently able to participate. The plan allows participants to defer up to 50% of their base salary and 100% of their AIP bonus. Company contributions to the plan mirror the amounts we would have contributed to the Retirement Plan had the employee’s compensation not been above the statutory ceiling (currently $350,000). Investment options under this plan are similar to those available under the Retirement Plan. Company contributions in fiscal 2025 appear in the Summary Compensation Table section within “All Other Compensation.”

  70. MillerKnoll

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

  71. 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 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 Company's insider trading policy prohibits 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 Program and Change in Control Agreements Severance Program The NEOs are generally “at will” employees. This means they can be discharged at any time and for no reason. We have established a severance program 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 market data. In addition, we maintain health insurance on such employee during the salary continuation period. In exchange for such payments, the employee provides the Company with a release of all claims and agrees not to work for a competitor or solicit our employees during the salary continuation period.

  72. MillerKnoll

    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 that management remains focused on completing a transaction that is expected to maximize shareholder value. Potential payments under the CIC agreements are included in the tally sheets the Committee reviews annually. The narrative and table footnotes in the Potential Payments Upon Termination, Death, Disability, Retirement, or Change in Control section describe the potential CIC 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 2025 in excess of $1 million will not be deductible under Section 162(m).

  73. MillerKnoll

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1)(2) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(3) | Total ($) | | Andi R. Owen | 2025 | 1,100,000 | — | 4,617,726 | — | 668,250 | 44,000 | 6,429,976 | | President and CEO | 2024 | 1,100,000 | — | 6,086,038 | 1,547,094 | — | 224,775 | 8,957,907 | | | 2023 | 1,100,000 | — | 2,203,328 | 2,091,000 | — | 441,239 | 5,835,567 | | Jeffrey M. Stutz | 2025 | 601,538 | — | 1,155,186 | — | 233,878 | 28,123 | 2,018,725 | | CFO | 2024 | 580,000 | — | 1,523,952 | 745,416 | — | 78,743 | 2,928,111 | | | 2023 | 577,615 | — | 519,100 | 256,949 | — | 72,129 | 1,425,793 | | Christopher M. Baldwin | 2025 | 590,292 | — | 1,042,731 | — | 215,161 | 26,451 | 1,874,635 | | Group President, MillerKnoll | 2024 | 580,000 | 700,000 | 1,493,502 | 745,416 | — | 141,729 | 3,660,647 | | | 2023 | 577,661 | 700,000 | 456,101 | 256,949 | — | 107,170 | 2,097,881 | | John P. Michael | 2025 | 590,338 | — | 1,042,731 | — | 215,178 | 27,595 | 1,875,842 | | President, North America Contract | 2024 | 580,000 | — | 1,519,874 | 745,416 | — | 72,600 | 2,917,890 | | | 2023 | 571,654 | — | 510,653 | 256,949 | — | 66,184 | 1,405,440 | | Debbie F. Propst | 2025 | 590,338 | — | 1,042,731 | — | 215,178 | 40,995 | 1,889,242 | | President, Global Retail | 2024 | 580,000 | — | 1,523,952 | 745,416 | 435,000 | 79,853 | 3,364,221 | | | 2023 | 577,615 | — | 519,100 | 256,949 | 435,000 | 70,118 | 1,858,782 |