Andi R. Owen
MILLERKNOLLAbout Andi R. Owen
President and CEO of MillerKnoll, Inc. since August 2018; age 60; previously spent 25 years at Gap Inc., most recently as Global President of Banana Republic (2014–2017) leading 11,000 employees across 600 stores in 27 countries . She is the only management member on the Board and also serves as a director at Taylor Morrison Home Corp. . Pay-versus-performance disclosures show company TSR fluctuated materially during her tenure, with Company TSR at 83.91 in FY2025 vs peer group TSR 186.95, net income of $(36.9)m and EBITDA (As Adjusted) of $355.3m; in FY2024, Company TSR 132.65 vs peer 208.21, net income $82.3m and EBITDA (As Adjusted) $388.8m .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gap Inc. | Global President, Banana Republic | 2014–2017 | Led 11,000 employees across 600 stores in 27 countries; omni-channel, design, development, supply chain leadership . |
| Gap Inc. | Various leadership roles | 25-year career | Built diversified skill set aligned to digital and omni-channel transformation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Taylor Morrison Home Corp. | Director | Not disclosed | Current public company board service . |
Fixed Compensation
| Component | FY2023 | FY2024 | FY2025 | Notes |
|---|---|---|---|---|
| Base Salary ($) | 1,100,000 | 1,100,000 | 1,100,000 | Annualized salary. |
| All Other Compensation ($) | 441,239 | 224,775 | 44,000 | 2025 includes company contributions to retirement plans; 2024 includes retirement plan contributions and personal use of fractional aircraft; 2025 aircraft benefit unused . |
Perquisites: CEO eligible for up to 35 hours of personal aircraft usage; no usage in FY2025 . Broad-based benefits and deferred compensation available; executives may obtain comprehensive physicals at company cost .
Performance Compensation
| Element | Structure | FY2024 Details | FY2025 Details |
|---|---|---|---|
| Annual Incentive Plan (AIP) | Cash bonus linked to EBITDA, As Adjusted | EBITDA Threshold $268.5m; Target $383.5m; Max $517.7m; Actual $388.8m; Payout 103.9% of target . NEOs could elect RSUs at 2x AIP value; Owen received RSUs equivalent to 200% of AIP (108,599 units; grant-date fair value $3,102,673) vesting July 22, 2025 . | EBITDA Threshold $305.8m; Target $407.7m; Max $509.6m; Actual $355.3m; Payout 48.6% of target . Owen target 125% of salary ($1,375,000); Actual payout $668,250 . |
| Long-Term Incentives (LTI) Mix | PSUs / RSUs / Options | CEO: 50% PSUs; 25% RSUs; 25% premium-priced stock options at $20 strike (≈16% premium) . | CEO: 60% PSUs; 40% RSUs; options not granted . |
| FY2025 LTI Grants (Owen) | Target Value and Instruments | — | Target $4,400,000; PSUs 92,469; RSUs 66,895 . |
| PSU Design | 3 one-year tranches with rTSR ±25% modifier; max 200% of target | PSU cycle (FY2022–FY2024) paid 51% of target; rTSR at 80.8% multiplier applied to earned units . | PSU cycle (FY2023–FY2025) paid 35.6% of target; rTSR at 75.0% multiplier; tranche performance detail disclosed . |
AIP payout details (Owen FY2025):
| Metric | Threshold | Target | Max | Actual FY2025 | Payout % of Target |
|---|---|---|---|---|---|
| EBITDA, As Adjusted ($m) | 305.8 | 407.7 | 509.6 | 355.3 | 48.6% |
FY2026 program changes:
- AIP: Replace EBITDA with Operating Earnings, As Adjusted; add segment multiplier (15% at ≥105% of target; 25% at ≥110%) for segment leaders; CEO/CFO excluded .
- LTI: Leadership team (excluding CEO) shifts to 50% PSUs / 50% RSUs; CEO remains 60% PSUs / 40% RSUs .
Equity Ownership & Alignment
Policy alignment:
- Stock ownership guideline: CEO 6x base salary; all NEOs in compliance; 40% pretax retention until met .
- Anti-hedging and anti-pledging: Directors and executive officers prohibited from hedging and pledging MillerKnoll stock .
Outstanding equity awards (Owen, as of May 31, 2025; stock price assumption $16.87):
| Award | Grant Date | Status | Quantity | Exercise Price / Units | Vest / Expiry | Market/Payout Value ($) |
|---|---|---|---|---|---|---|
| Stock Options | 08/22/2018 | Exercisable | 77,447 | $38.15 | 08/22/2028 | — |
| Stock Options | 07/14/2020 | Exercisable | 124,247 | $21.38 | 07/14/2030 | — |
| Stock Options | 07/14/2020 | Exercisable | 275,930 | $23.52 | 07/14/2030 | — |
| Stock Options | 07/13/2021 | Exercisable | 60,374 | $45.75 | 07/13/2031 | — |
| Stock Options | 07/12/2022 | Ex./Unex. | 66,660 / 33,340 | $27.75 | 07/12/2032 | — |
| Stock Options | 07/12/2022 | Ex./Unex. | 133,320 / 66,680 | $40.00 | 07/12/2032 | — |
| Stock Options | 07/18/2023 | Ex./Unex. | 104,392 / 208,785 | $20.00 | 07/18/2033 | — |
| RSUs (time-based) | 07/12/2022 | Unvested | 22,030 | Units | Vesting; 33.3/33.3/33.4% over 3 yrs (July 22) | $371,646 |
| RSUs (time-based) | 07/18/2023 | Unvested | 71,050 | Units | Vesting per grant schedule | $1,198,614 |
| RSUs (time-based) | 07/16/2024 | Unvested | 180,423 | Units | Vesting per grant schedule; includes AIP-in-lieu RSUs vesting 07/22/2025 | $3,043,736 |
| PSUs (unearned) | 10/19/2023 | Unvested | 36,828 | Units | Tranche-based; rTSR modifier applies | $621,288 |
| PSUs (unearned) | 07/12/2022 | Unvested | 26,400 | Units | Tranche-based | $445,368 |
| PSUs (unearned) | 07/16/2024 | Unvested | 97,571 | Units | Tranche-based | $1,646,023 |
Stock awards vested FY2025: Owen vested 63,046 shares with $1,903,363 value realized (includes dividend reinvestment) .
Employment Terms
- At-will employment; severance program: 18 months of base salary continuation for termination without cause, plus maintained health insurance; non-compete and non-solicit during continuation; release of claims required .
- Change-in-control (CIC) agreements: Double-trigger; CEO receives 3x base salary and 3x greater of average 3-year bonus or current target, plus pro-rata target bonus for termination year; 36 months health, life, and disability; outplacement up to $25,000; all outstanding LTIP awards vest; no excise tax gross-ups .
Potential payments (as of May 31, 2025; Owen):
| Scenario | Cash Severance ($) | Unvested RSUs ($) | Unvested PSUs ($) | Health & Welfare ($) | Total ($) |
|---|---|---|---|---|---|
| Death | — | 4,614,000 | 3,926,630 | — | 8,540,630 |
| Disability | — | 4,614,000 | 2,866,613 | — | 7,480,613 |
| Retirement | — | 4,230,406 | 2,815,527 | — | 7,045,933 |
| Without Cause | 1,650,000 | 2,660,143 | 2,186,025 | 61,670 | 6,557,838 |
| CIC | 7,425,000 | 4,614,000 | 2,942,332 | 98,341 | 15,079,673 |
Vesting treatment summary under different termination scenarios (Options/RSUs/PSUs) disclosed; CIC accelerates in full; retirement continues vesting (no PSU acceleration); death/disability and without cause feature proration rules for PSUs; options forfeited under death/disability and without cause .
Board Governance
- Board leadership: CEO and Chair roles are separated; the Chair was non-executive (Michael Volkema), who notified retirement effective the 2025 Annual Meeting; Board size reduced to 10 after his retirement . Independent directors meet in executive session after each regular Board meeting .
- Independence: Board determined all directors other than Ms. Owen are independent; committee members meet independence standards .
- Committees (FY2025): Audit—Lisa A. Kro (Chair), John T. Maeda, Heidi J. Manheimer, Michael R. Smith; Compensation—Michael C. Smith (Chair), Tina Edekar Edmundson, Douglas D. French; Governance and Corporate Responsibility—John R. Hoke III (Chair), Jeanne K. Gang, Michael R. Smith .
- Committee meetings: Audit met eight times; Compensation five; Governance and Corporate Responsibility five (FY2025) .
- Board attendance: Directors attended >80% of Board and committee meetings in FY2025; all directors joined Annual Meeting webcast; independent sessions held each meeting .
- Director compensation: Ms. Owen receives no additional compensation for Board service . Director equity minimums apply; at least 50% of annual fees elected in equity; director ownership guidelines in place .
Dual-role implications: Owen is non-independent as CEO and director; separation of Chair/CEO with independent Chair mitigates concentration risk; in 2024 she was an ex officio member of all committees (not voting member) .
Say‑on‑Pay & Shareholder Feedback
- FY2025 Annual Meeting results: Say-on-pay received 56,495,979 For; 2,623,598 Against; 130,507 Abstain; broker non-votes 4,664,217 .
- Prior year feedback: Committee considered ~96% approval in 2024 say-on-pay when designing program .
Compensation & Incentives: Multi-Year Summary (Owen)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| FY2023 | 1,100,000 | 2,203,328 | 2,091,000 | — | 441,239 | 5,835,567 |
| FY2024 | 1,100,000 | 6,086,038 | 1,547,094 | — | 224,775 | 8,957,907 |
| FY2025 | 1,100,000 | 4,617,726 | — | 668,250 | 44,000 | 6,429,976 |
Pay‑versus‑Performance Snapshot
| Fiscal Year | Company TSR ($) | Peer Group TSR ($) | Net Income ($m) | EBITDA, As Adjusted ($m) |
|---|---|---|---|---|
| 2021 | 210.48 | 196.15 | 174.6 | 336.0 |
| 2022 | 137.73 | 147.90 | (27.1) | 347.5 |
| 2023 | 66.45 | 140.06 | 42.1 | 382.8 |
| 2024 | 132.65 | 208.21 | 82.3 | 388.8 |
| 2025 | 83.91 | 186.95 | (36.9) | 355.3 |
Peer and compensation program context:
- Compensation philosophy targets median market pay using peer and survey data; independent consultant Pay Governance advises Committee .
- FY2025 compensation peer group includes names such as Fortune Brands Innovations, MasterBrands, Leggett & Platt, UFP Industries, RH, Williams-Sonoma, La‑Z‑Boy, JELD‑WEN, Sleep Number, Wayfair, HNI, Steelcase, etc. .
Risk Indicators & Red Flags
- No excise tax gross-ups; no option repricing; no guaranteed incentive comp; no dividends/equivalents on unvested equity .
- Clawbacks: mandatory restatement recovery and separate misconduct recovery policy .
- Anti-hedging and anti-pledging policy reduces alignment risks .
- CIC agreements feature double-trigger with sizable multiples (CEO 3x), and full acceleration of LTIP awards—all disclosed and shareholder-approved in 2025 LTIP vote .
Work History & Career Trajectory
- President & CEO, MillerKnoll since 2018 .
- Gap Inc.: 25-year tenure; Global President, Banana Republic (2014–2017) .
Compensation Committee Analysis
- Committee members: Michael C. Smith (Chair), Tina Edekar Edmundson, Douglas D. French; independent consultant Pay Governance engaged; annual risk assessment performed; compensation policies determined not reasonably likely to have material adverse effect .
- FY2026 adjustments tighten line-of-sight metrics and segment accountability; increased RSU proportion for non-CEO leaders augments retention .
Investment Implications
- Alignment: Strong stock ownership requirements (6x salary) and anti-hedging/pledging policies support alignment; clawbacks enhance accountability .
- Incentive mix: Shift from options (FY2024) to PSUs/RSUs (FY2025) and added Operating Earnings focus in FY2026 increases long-term financial performance linkage but also raises time-based equity exposure, potentially elevating insider selling pressure around scheduled RSU vesting dates (e.g., July 22 annually) .
- Performance linkage: AIP and PSU metrics centered on EBITDA/Revenue and rTSR modifiers; FY2025 AIP paid 48.6% amid EBITDA shortfall; FY2023–2025 PSU cycle paid 35.6% after below-threshold rTSR, constraining realized equity pay—a constructive sign for pay-for-performance .
- Retention/transition risk: CIC multiples (3x) and full LTIP acceleration are market-competitive but sizable; leadership transitions around the CFO role in late 2025 underscore succession and operational continuity considerations under Owen’s oversight .
- Governance: Separate Chair/CEO and high say‑on‑pay support (FY2025: 56.5m For vs 2.6m Against) reduce dual‑role concerns for a non‑independent CEO director .