B. Ben Watson
MILLERKNOLLAbout B. Ben Watson
B. Ben Watson is Chief Creative and Product Officer at MillerKnoll (formerly Herman Miller/Knoll), serving on the executive team since 2010, leading design and product strategy across the collective of brands . Company-level performance metrics used in executive pay during his tenure included adjusted operating income (earlier years) and, more recently, EBITDA (as adjusted), revenue, and a relative TSR modifier on PSUs; company TSR, net income and EBITDA trajectories over 2021–2025 underpin pay-versus-performance linkage disclosed in proxies .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MillerKnoll (Herman Miller) | Chief Creative Officer | Listed as NEO in FY2021 | Led creative strategy; aligned LTI (RSUs, options, PSUs) to shareholder value and design-led growth |
| MillerKnoll | Chief Creative and Product Officer | Executive officer since 2010 | Executive officer election year indicates long-tenured leadership across product and brands |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No external directorships disclosed in proxy materials for Watson |
Fixed Compensation
Multi-year cash and other compensation (from Summary Compensation Table):
| Metric | FY2019 | FY2020 | FY2021 |
|---|---|---|---|
| Salary ($) | $450,769 | $481,315 | $474,784 |
| Actual Annual Incentive/Bonus ($) | $227,413 | $216,592 | $308,610 |
| All Other Compensation ($) | $407,293 | $111,603 | $32,212 |
Notes:
- FY2021 annual incentive under the AIP paid at target (100%) due to capped design; Watson’s target was 65% of salary and actual payout equaled $308,610 .
- All Other Compensation includes company contributions to the Executive Equalization Retirement Plan and permitted perquisites; item-level detail shown for FY2021 in proxy .
Performance Compensation
AIP design and LTI structure for the period:
| Item | FY2021 | FY2022+ program changes |
|---|---|---|
| AIP Performance Metric | Adjusted Operating Income; company paid at 100% of target due to capped design | Operating Earnings, As Adjusted adopted for FY2026 AIP; segments add multipliers for segment leaders (context for exec program evolution) |
| AIP Target (% of Salary) | 65% (Watson) | — |
| LTI Vehicle Mix | 30% RSUs; 30% stock options; 40% PSUs (relative TSR 75–125% modifier) | Leadership team moved to 50% PSUs, 50% RSUs (CEO remained 60% PSUs/40% RSUs) |
| FY2021 Grants (counts) | Options: 27,447 (7/14/2020) and 62,560 (7/14/2020); RSUs: 7,822 (7/14/2020); PSUs: 6,531 (1/14/2021) | — |
| Vesting and Payout | RSUs vest 25%, 25%, 50% over 3 years; options vest pro-rata over 3 years; FY2021 relative TSR PSUs payout factor cited as 111% in CIC modeling footnote | RSUs granted FY2025 vest 33.3%, 33.3%, 33.4% over 3 years (program update) |
Detailed AIP outcomes (FY2021):
| Component | Target | Company Performance Factor | Actual Payout |
|---|---|---|---|
| AIP (Watson) | $315,900 (65% of salary) | 1.0000 (capped) | $308,610 |
Equity Ownership & Alignment
| Item | Value/Policy |
|---|---|
| Beneficial Ownership (as of Aug 13, 2021) | 106,329 shares; includes 75,741 options exercisable within 60 days; 0.14% of shares outstanding |
| Stock Ownership Guidelines | Executive officers with LTI target ≥100% of salary must hold 4x base salary; CEO 6x |
| Compliance Status | All covered executives (including NEOs) met or were on pace to meet stock ownership guidelines (FY2021 disclosure) |
| Anti-Hedging/Anti-Pledging | Hedging and pledging of MillerKnoll stock prohibited by insider trading policy |
Vesting schedules and outstanding awards (program-level):
- RSUs: 25/25/50 annual vesting (legacy awards); FY2025 grants vest 33.3/33.3/33.4 annually .
- Options: vest in substantially equal annual installments over 3 years .
- PSUs: earned based on annual goals over a three-year period with rTSR modifier; vest on August 1 dates post-cycle (e.g., FY2023 grant tranches vest August 1, 2025/26/27 per schedule) .
Employment Terms
| Provision | Detail |
|---|---|
| Severance (Without Cause) | 18 months’ base salary plus health benefits continuation; for Watson, modeled at $729,000 cash plus $37,634 benefits (FY2021) |
| Change-in-Control (CIC) | Double-trigger; cash equal to 2x base salary plus greater of prior-3-year average or current target bonus; health/life/disability benefits for 24 months; outplacement up to $25,000; full vesting of LTI per award rules |
| CIC Modeled Amounts (FY2021) | Watson: cash $1,603,800; plus equity vesting values per RSUs/PSUs/options and $37,634 benefits |
| Non-Compete/Non-Solicit | Required during salary continuation period for severance; CIC requires refraining from competition for period equal to years of compensation received under agreement |
| Clawbacks | Two policies: mandatory recovery for restatements; discretionary recovery for improper conduct |
Compensation Structure vs Performance Metrics
- FY2021 AIP tied solely to adjusted operating income; paid at target due to capped design in pandemic conditions .
- LTI emphasizes multi-year PSUs with rTSR modifier (75–125%), complemented by RSUs and options to balance performance accountability, ownership, and retention .
- Program evolution increased emphasis on PSUs and shifted AIP metrics toward Operating Earnings, As Adjusted and segment multipliers (reinforces pay-for-performance and line-of-sight) .
Vesting Schedules and Insider Selling Pressure
- RSU and option schedules provide regular vesting events; recent RSU cadence modified to evenly spaced tranches (reduces lumpy vest-driven selling pressure) .
- Anti-hedging/anti-pledging policy and ownership guidelines mitigate misalignment and discourage leverage-related forced selling .
Track Record, Value Creation, and Execution Risk
- Company TSR and EBITDA (as adjusted) improved meaningfully in FY2024, with tougher FY2025 environment reflected in lower reported operating earnings and loss per share, though adjusted EPS and operating margin remained positive; these measures underpin PSU outcomes and AIP designs during Watson’s leadership tenure .
- Program disclosures show TSR peer-relative modifiers impacting PSU vesting cycles (e.g., FY2023 cycle final payout 35.6% after rTSR 75% downward adjustment), highlighting market-relative execution sensitivity .
Governance, Peer Group, and Say-on-Pay
- Compensation peer groups used for benchmarking: FY2021 included furniture/consumer names (e.g., La-Z-Boy, Steelcase, RH); updated peer sets in FY2024–FY2025 added/remixed names reflecting spin-offs and acquisitions (e.g., Fortune Brands Innovations/MasterBrands) .
- Say-on-Pay approval: ~96% approval in 2024 and ~96% in 2025, indicating strong shareholder support for program design .
Investment Implications
- Alignment: Strong ownership guidelines, anti-pledging, and clawbacks support investor alignment; equity-heavy LTI with rTSR modifier ties outcomes to market-relative performance .
- Retention: Double-trigger CIC and 18-month severance lower immediate retention risk, while balanced RSU/PSU mix provides ongoing retention hooks; updated RSU cadence smooths vest-driven selling dynamics .
- Performance sensitivity: Recent cycles show PSU payouts materially influenced by rTSR, reinforcing dependence on execution versus peers; AIP shifts to Operating Earnings, As Adjusted should sharpen operating focus .
- Risk flags: No tax gross-ups, no single-trigger CIC, no hedging/pledging—limited governance red flags; monitor PSU result trajectory and macro demand across contract/retail segments that influence EBITDA and TSR outcomes .