MILLERKNOLL, INC.
For the period ended May 31, 2025. Filed Aug 29, 2025.
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May 31, 2025 · Filed Aug 29, 2025
Contents
Fiscal 202 Compensation Program
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Fiscal 2025 Compensation Program
Consistent with our compensation philosophy, the Committee (or, in the case of the CEO, the Board) approved the following compensation actions for the NEOs.
Base Salaries
Base salary is a customary, fixed element of compensation intended to attract and retain executives. When setting the annual base salaries of our NEOs, the Committee considers market data provided by its independent compensation consultant, internal pay equity, and MillerKnoll’s financial performance and size relative to peer companies. Base salaries for each NEO are set forth below:
| Name | Base Salary2025 ($)(1) |
|---|---|
| Andi R. Owen | 1,100,000 |
| Jeffrey M. Stutz | 605,000 |
| Christopher M. Baldwin | 592,000 |
| John P. Michael | 592,000 |
| Debbie F. Propst | 592,000 |
(1) Reflects annualized salary.
Annual Incentive Plan
The Annual Incentive Plan (AIP) is our annual cash incentive program that covers all non-sales incented employees. For fiscal year 2025, EBITDA, as adjusted (“EBITDA, As Adjusted”) served as the sole performance metric in the AIP.
| (Dollars in millions) · EBITDA, As AdjustedGoals ($)(1) · Payout as a % of Target · Actual | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Period · Threshold · Target · Maximum · Threshold · Target · Maximum · EBITDA, As Adjusted ($)(2) · Payout(3) | |||||||||
| Fiscal 2025 | 305.8 | 407.7 | 509.6 | 0% | 100% | 200% | 355.3 | (2) | 48.6% |
(1)EBITDA, As Adjusted is the Company’s net income or loss before interest, taxes, depreciation, and amortization, excluding earnings attributable to noncontrolling interests and plus or minus any adjustments approved by the Committee.
(2)For fiscal 2025, the Committee did not exercise any discretion and approved adjustments to EBITDA only in accordance with our Incentive Technical Manual. The Incentive Technical Manual is annually reviewed by the Committee and provides clarity, consistency, and efficiency to the adjustment process. For fiscal 2025, the Committee approved adjustments to EBITDA for restructuring amortization.
(3)Expressed as a percentage of target.
The fiscal 2025 AIP payouts for each of the NEOs are set forth below:
| Target 2025 AIP · Payout as a % of Target · Actual 2025AIP Payout($) | ||||
|---|---|---|---|---|
| Name · % of Salary · Value($) | ||||
| Andi R. Owen | 125% | 1,375,000 | 48.6% | 668,250 |
| Jeffrey M. Stutz | 80% | 481,230 | 48.6% | 233,878 |
| Christopher M. Baldwin | 75% | 442,719 | 48.6% | 215,161 |
| John P. Michael | 75% | 442,754 | 48.6% | 215,178 |
| Debbie F. Propst | 75% | 442,754 | 48.6% | 215,178 |
2025 Proxy Statement 25
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Long-Term Incentives
For each executive officer, the Committee approves a target LTI award value and determines the mix of LTI vehicles to deliver that award. We convert that value for each NEO into grants with award types weighted as shown below:
| Weighting for Fiscal 2025 | ||
|---|---|---|
| Award Types | CEO | Other NEOs |
| PSUs | 60% | 60% |
| RSUs | 40% | 40% |
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The table below sets forth the target value of the LTI grants that the Committee approved for fiscal 2025, with the exception of the LTI grants to the CEO which were approved by the Board.
| Target 2025 LTI Value ($) | 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 |
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:
| 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 |
(1)Subject to an overall maximum award equal to 200% of target.
26 MillerKnoll
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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:
| Allegion plc. | Interface, Inc. | Sleep Number Corporation |
|---|---|---|
| American Woodmark Corporation | JELD-WEN Holdings, Inc. | Somnigroup International Inc. |
| Apogee Enterprises, Inc. | La-Z-boy Incorporated | Steelcase Inc. |
| Armstrong World Industries, Inc. | Leggett & Platt, Incorporated | UFP Industries, Inc. |
| AZZ, Inc. | Mohawk Industries | Williams-Sonoma, Inc. |
| Ethan Allen Interiors Inc. | Quanex Building Products | |
| HNI Corporation | RH |
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 23 rd 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.
| (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 | |||||||||
(1)The scorecard evaluated previously disclosed non-financial metrics.
2025 Proxy Statement 27
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.