Michael Lawton
LA-Z-BOYAbout Michael T. Lawton
Independent Lead Director at La-Z-Boy Incorporated; age 66; director since 2013. Former EVP & CFO of Domino’s Pizza, with prior international finance leadership at Domino’s and Gerber Products. Currently serves on LZB’s Audit and Compensation & Talent Oversight Committees and as Lead Director (former non-executive Chair until December 2024), qualifying as an audit committee financial expert. The Board has determined he is independent; executive sessions are chaired by Mr. Lawton as Lead Director since December 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Domino’s Pizza, Inc. | EVP & CFO | 2010–2015 | Financial leadership; risk oversight; capital allocation |
| Domino’s Pizza, Inc. | EVP, Supply Chain Services | 2014–2015 | Operations, supply chain resilience |
| Domino’s Pizza, Inc. | Interim CIO | 2011–2012 | Technology oversight, IT risk |
| Domino’s Pizza, Inc. | EVP of International; SVP Finance & Administration (International) | 2004–2011 | Global growth, international finance and governance |
| Gerber Products Company | Various finance/general management; VP Finance International | Not disclosed | International finance and compliance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Universal Corporation (NYSE: UVV) | Director | 2016 – Aug 2025 | Public company board service; no related party transactions disclosed at LZB since FY 2025 start |
Board Governance
- Independence: The Board determined all directors except the CEO are independent; Mr. Lawton is independent .
- Leadership: CEO/Chair roles combined in Dec 2024; Lawton appointed independent Lead Director with chartered duties (agenda setting, liaison with independent directors, approving schedules, presiding over executive sessions) .
- Committees: Audit Committee member; Compensation & Talent Oversight Committee member; both committees comprised solely of independent directors .
- Audit Committee expertise: All Audit members (including Lawton) are SEC-defined “audit committee financial experts.” FY 2025 Audit meetings: 9; Compensation meetings: 4; Nominating meetings: 4 .
- Attendance: Board met 5 times in FY 2025; each director attended ≥75% of Board/committee meetings; executive sessions held at every Board meeting, chaired by Lawton as non-exec Chair (until Dec 2024) or as Lead Director (since Dec 2024) .
- Overboarding policy: Limits other public boards and audit committee service; monitored by Nominating & Governance Committee .
Fixed Compensation
| Year/FY | Cash Components ($) | Notes |
|---|---|---|
| FY 2025 | 195,000 | Includes annual director retainer ($105,000); plus prorated Chair of Board ($110,000 for portion of FY) and/or Lead Director retainer ($30,000 for portion), per program changes in Dec 2024; committee chair fees not applicable to Lawton . |
| FY 2024 | 200,000 | Annual director retainer ($100,000) + Chair of the Board retainer ($100,000) . |
- Director program changes for FY 2025: Annual cash retainer increased to $105,000; Chair retainer increased to $110,000; Nominating Chair retainer to $15,000 .
Performance Compensation
| Grant Date | Award Type | Shares/Units | Grant Date Fair Value ($) | Vesting | Dividend Equivalents |
|---|---|---|---|---|---|
| Aug 29, 2024 | RSUs | 3,372 | 135,014.88 | One-year; settles in shares | Accrued until vest; paid upon vesting . |
| FY 2025 total reported | RSU Awards | — | 135,015 | As above | Included in “RSU Awards” table . |
| FY 2024 total reported | RSU Awards | — | 120,007 | One-year; settles in shares | As above . |
- Structure: LZB uses time-based RSUs for directors; no stock options or performance-linked metrics for director equity; no hedging/pledging permitted .
Other Directorships & Interlocks
| Company | Relationship to LZB | Potential Conflict |
|---|---|---|
| Universal Corporation | Unrelated industry (leaf tobacco supplier) | No related person transactions at LZB since start of FY 2025; none of Lawton’s shares pledged . |
Expertise & Qualifications
- Financial leadership (former public company CFO), risk management, global operations; contributes to Audit oversight and ERM. Qualified as audit committee financial expert; technology exposure as interim CIO enhances cybersecurity/IT risk oversight .
Equity Ownership
| Holder | Shares Owned Directly/Indirectly (#) | RSUs Held (#) | Rights to Acquire within 60 Days (#) | Total Beneficial Ownership (#) | Notes |
|---|---|---|---|---|---|
| Michael T. Lawton | 8,472 | 31,532 | — | 40,004 | None pledged; RSUs pre-8/30/22 settle at Board departure; post-8/30/22 RSUs vest after one year . |
- Ownership Guidelines: Non-employee directors must hold LZB equity ≥5x annual cash retainer; as of April 26, 2025, all non-employee directors with ≥5 years on Board (includes Lawton) were compliant .
Governance Assessment
- Strengths: Independent Lead Director structure with clear duties; active committee engagement; audit financial expertise; robust attendance; anti-hedging/pledging; director stock ownership guidelines and compliance; no related-party transactions disclosed .
- Compensation governance: Director pay updated via independent consultant review (FW Cook); balanced cash/equity mix; time-based RSUs align with shareholder value while avoiding option repricing; dividend equivalents only paid upon vest .
- Signals: Universal Corp board service ends Aug 2025, reducing potential external demands; say-on-pay for NEOs showed strong support historically (97% approval in 2023 vote context), indicating overall compensation governance credibility with investors .
- RED FLAGS: None identified—no pledging/hedging, no related-party transactions, strong independence and attendance, committee financial expertise .