MILLERKNOLL, INC.
For the period ended May 30, 2026. Filed Aug 28, 2026.
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May 30, 2026 · Filed Aug 28, 2026
Contents
Fiscal 202 Compensation Program
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Fiscal 2026 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 Salary2026 ($)(1) |
|---|---|
| Andi R. Owen | 1,125,000 |
| Kevin J. Veltman | 520,000 |
| Jeffrey M. Stutz | 635,000 |
| John P. Michael | 605,000 |
| Debbie F. Propst | 605,000 |
| Megan C. Lyon | 575,000 |
(1) Reflects annualized salary.
Annual Incentive Plan
The Annual Incentive Plan (AIP) is our annual cash incentive program that covers all employees receiving non-sales incentives. For fiscal year 2026, Operating Earnings, as adjusted ("AOI, as adjusted") served as the sole performance metric in the AIP. This fiscal year we also introduced a segment multiplier which reinforces the Company's pay-for-performance approach by strengthening the direct connection between performance and compensation. The segment multiplier would only increase payouts if a segment’s performance exceeds financial targets by more than 5%. The modifier is capped at +25%.
| (Dollars in millions) · AOI, As AdjustedGoals ($)(1) · Payout as a % of Target · Actual | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Period · Threshold · Target · Maximum · Threshold · Target · Maximum · AOI, As Adjusted ($)(2) · Payout(3) | |||||||||
| Fiscal 2026 | 198.1 | 299.4 | 400.7 | 0% | 100% | 200% | 249.3 | (2) | 50.6% |
| (Dollars in millions) · AOI, As AdjustedModifier Goals ($)(1) · Additional Multiplier Payout % · Actual | ||||||
|---|---|---|---|---|---|---|
| Segment Multipliers | 105%of Target | 110%of Target | 105%of Target | 110%of Target | AOI, As Adjusted ($)(2) | Additional Multiplier |
| North America Contract (NAC) | 178.6 | 187.1 | +15% | +25% | 213.1 | +25% |
| International | 86.5 | 90.6 | +15% | +25% | 58.3 | +0% |
| Retail | 58.8 | 61.6 | +15% | +25% | 32.7 | +0% |
(1)Operating Earnings, As Adjusted is the Company’s net income or loss, excluding earnings attributable to noncontrolling interests and plus or minus any adjustments approved by the Committee.
(2)For fiscal 2026, the Committee did not exercise any discretion and approved adjustments to Operating Earnings only in accordance with our Incentive Technical Manual. The Incentive Technical Manual is annually reviewed by the Committee and provides clarity, consistency, and efficiency to the adjustment process. For fiscal 2026, the Committee approved adjustments to Operating Earnings for amortization of restructuring expenses.
(3)Expressed as a percentage of target.
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The fiscal 2026 AIP payouts for each of the NEOs are set forth below:
| Segment(If Applicable) · Target 2026 AIP · Enterprise Payout · Segment Multiplier · Payout as a % of Target(1) · Actual 2026AIP Payout($) | |||||||
|---|---|---|---|---|---|---|---|
| Name · % of Salary · Value($) | |||||||
| Andi R. Owen | 125% | 1,401,923 | 50.6% | 50.6% | 709,513 | ||
| Kevin J. Veltman(2) | NAC | 67% | 316,609 | 50.6% | +6.1% | 53.7% | 170,000 |
| Jeffrey M. Stutz(2) | International | 95% | 595,627 | 50.6% | +0.0% | 50.6% | 301,447 |
| John P. Michael | NAC | 75% | 452,400 | 50.6% | +25.0% | 63.3% | 286,188 |
| Debbie F. Propst | Retail | 75% | 452,400 | 50.6% | +0.0% | 50.6% | 228,960 |
| Megan C. Lyon | 70% | 401,046 | 50.6% | 50.6% | 202,969 | ||
(1)Includes the Enterprise Payout as a percentage of target, and also the Segment Multiplier (if applicable) applied to the final enterprise payout percentage.
(2)Mr. Stutz and Mr. Veltman served in multiple executive roles during fiscal 2026. As a result, their annual incentive target percentage was prorated to reflect the target opportunities associated with their respective positions during the fiscal year. The payout shown in the table represents the aggregate annual incentive award earned based on the prorated target opportunities, approved Company performance results, and any applicable segment multipliers.
Long-Term Incentives
For each executive officer, the Committee approves a target LTI award value and determines the mix of LTI vehicles to deliver that award. We convert that value for each NEO into grants with award types weighted as shown below:
| Weighting for Fiscal 2026 | ||
|---|---|---|
| Award Types | CEO | Other NEOs |
| PSUs | 60% | 50% |
| RSUs | 40% | 50% |
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The table below sets forth the target value of the LTI grants that the Committee approved for fiscal 2026, with the exception of the LTI grants to the CEO which were approved by the Board.
| Target 2026 LTI Value ($) | PSUs(#) | RSUs (#) | |
|---|---|---|---|
| Name | |||
| Andi R. Owen | 4,781,250 | 146,141 | 98,837 |
| Kevin J. Veltman(1) | 651,218 | 15,413 | 22,478 |
| Jeffrey M. Stutz | 1,395,000 | 35,532 | 36,047 |
| John P. Michael | 1,210,000 | 30,820 | 31,266 |
| Debbie F. Propst | 1,210,000 | 30,820 | 31,266 |
| Megan C. Lyon | 1,063,750 | 27,095 | 27,487 |
(1)Mr. Veltman received his annual LTI grant in July 2025 related to his prior role before his CFO appointment. Mr. Veltman then received an off-cycle grant made when he was appointed as CFO in October 2025. Please see the related 8-K on this disclosure.
The payout opportunity for PSUs granted in fiscal year 2026 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 not eligible to vest until the completion of the three-year period. PSU grants for fiscal year 2026 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 number of earned PSUs if our relative TSR performance is at or above the 75th
2026 Proxy Statement 23
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percentile of our TSR peer group (subject to an overall maximum award equal to 200% of target) or a 25% decrease to the number of 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 2026 | ||
| 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.
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 2026 PSU award is as follows:
| Allegion plc. | Interface, Inc. | RH |
|---|---|---|
| Apogee Enterprises, Inc. | JELD-WEN Holdings, Inc. | Somnigroup International Inc. |
| Armstrong World Industries, Inc. | La-Z-Boy Incorporated | UFP Industries, Inc. |
| AZZ, Inc. | Leggett & Platt, Incorporated | Williams-Sonoma, Inc. |
| Ethan Allen Interiors Inc. | Mohawk Industries | |
| HNI Corporation | Quanex Building Products |
(a) HNI acquired Steelcase on December 10, 2025
(b) MasterBrand acquired American Woodmark on May 28, 2026
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 2024 to Fiscal 2026 Performance Cycle
PSU grants made in fiscal year 2024 reached the end of their performance period at the close of fiscal year 2026. The table below outlines the metrics, goals, weightings, and actual performance for each tranche. TSR performance for the PSUs granted in fiscal 2024 ranked at the 54.6th percentile of the TSR peer group, resulting in a 99.6% multiplier applied to the final payout, resulting in a total payout of 91.2% 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 | ||||||||
| EBITDA | 2024 | 33.00% | $268.5 | $383.5 | $517.7 | $388.8 | 103.9% | 34.3% |
| As Adjusted | 2025 | 33.00% | $305.8 | $407.7 | $509.6 | $355.3 | 48.6% | 16.0% |
| 2026 | 34.00% | $261.9 | $349.2 | $436.5 | $367.7 | 121.2% | 41.2% | |
| Target Payout before rTSR Modifier | 91.5% | |||||||
| TSR Modifier | x | 99.6% | ||||||
| Final Payout · 91.2% of target | ||||||||
24 MillerKnoll
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