Sector: Industrials
MILLERKNOLL INC · Meeting: October 12, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Ms. Gang joined the board in 2024, which is within the 24-month exemption window, so she is exempt from the TSR underperformance trigger; her architecture and design expertise is directly relevant to MillerKnoll's business, and no other policy flags apply.
Mr. Smith has served since 2021 and brings strong financial credentials (CPA, former CFO of McCormick) that are highly relevant to his Audit Committee role; the 3-year price return of +41% is strongly positive and his tenure overlap does not trigger the TSR underperformance threshold, and he holds only one outside public board seat (Church & Dwight).
Ms. Spofford joined the board in 2026, well within the 24-month new-director exemption, and brings over 30 years of retail executive experience that is directly relevant to MillerKnoll's growing retail segment.
All three nominees pass policy screens: two are exempt from the TSR trigger due to tenure under 24 months (Gang, Spofford), and Michael R. Smith's tenure overlaps a period of positive absolute 3-year returns (+41%), which does not breach any underperformance threshold; no overboarding, attendance, independence, or qualification concerns are identified.
CEO
Andi R. Owen
Total Comp
$6,429,976
Prior Support
96%%
CEO total compensation of $6,429,976 for fiscal 2025 (the most recently completed year reported in the pre-extracted database) is within a reasonable range for a CEO at a $1.6 billion consumer discretionary company, and prior shareholder support was very strong at 96%, indicating no prior-year engagement concern. The pay program is well-structured with the majority of compensation in variable, performance-linked equity (60% performance stock awards and 40% time-based restricted stock units for the CEO) tied to multi-year EBITDA, revenue, and relative total shareholder return metrics. Annual incentive payouts for fiscal 2026 were below target (approximately 51% of target) reflecting genuine pay-for-performance alignment with a year of below-target adjusted operating earnings, and the company maintains a robust clawback policy.
Auditor
KPMG LLP
Tenure
N/A
Audit Fees
$6,000,000
Non-Audit Fees
$1,000,000
Tax fees of $1.0 million represent approximately 17% of audit fees of $6.0 million, which is well below the 50% threshold that would trigger a concern about auditor independence; KPMG is a Big 4 firm appropriate for a $1.6 billion market cap company, auditor tenure is not disclosed so the tenure trigger cannot fire, and no material restatements are identified.
The 2026 MillerKnoll annual meeting ballot is straightforward with no significant governance concerns: all three director nominees pass policy screens (two are too new to be subject to the TSR trigger, and the third served during a period of strongly positive returns), the auditor ratification is clean with a low non-audit fee ratio, and the say-on-pay vote is supported by a well-structured performance-linked pay program with below-target payouts reflecting actual business results. The equity plan approval (Proposal 4) falls outside the current policy scope and is not evaluated.
