Debbie F. Propst
MILLERKNOLLAbout Debbie F. Propst
President, Global Retail at MillerKnoll (MLKN); elected an executive officer in 2020 after joining Herman Miller in January 2020 to lead global retail across Herman Miller, Design Within Reach, and HAY, following senior roles at Bed Bath & Beyond/One Kings Lane and Abercrombie & Fitch . Her annual incentive plan (AIP) is tied to EBITDA, As Adjusted; in FY2025 MLKN achieved $355.3M vs a $407.7M target, paying 48.6% of target; company TSR in FY2025 was 83.91 vs peer group 186.95, illustrating macro and industry dispersion . FY2025 strategic highlights in Global Retail included opening four stores and setting plans to open 10–15 U.S. stores in FY2026, expanding assortment and accelerating eCommerce penetration .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| One Kings Lane (Bed Bath & Beyond) | President | 2016–2019 | Led end-to-end transformation into a high-end lifestyle brand; strengthened digital platforms and customer experience |
| Bed Bath & Beyond | Chief Brand Officer | — | Senior brand leadership across portfolio; experience in omnichannel retail |
| Abercrombie & Fitch | Head Merchant (multiple lines) | 7 years | Led product development, inventory, pricing/promo across Hollister, abercrombie kids, and Abercrombie & Fitch |
External Roles
No external directorships or public company board roles disclosed in proxy materials for Ms. Propst .
Fixed Compensation
Multi-year compensation (fiscal-year basis; USD):
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 577,615 | 580,000 | 590,338 |
| Stock Awards ($) | 519,100 | 1,523,952 | 1,042,731 |
| Option Awards ($) | 256,949 | 745,416 | — |
| Non-Equity Incentive Plan Compensation ($) | 435,000 | 435,000 | 215,178 |
| All Other Compensation ($) | 70,118 | 79,853 | 40,995 |
| Total ($) | 1,858,782 | 3,364,221 | 1,889,242 |
AIP parameters (FY2025):
| Item | Value |
|---|---|
| Target Bonus (% of Salary) | 75% |
| Target Bonus ($) | $442,754 |
| Payout (% of Target) | 48.6% |
| Actual AIP Payout ($) | $215,178 |
| AIP Metric | EBITDA, As Adjusted (Threshold $305.8M; Target $407.7M; Maximum $509.6M; Actual $355.3M) |
Special compensation note: FY2024 included a $435,000 special AIP cash retention award for Ms. Propst given the critical nature of her Global Retail leadership .
Performance Compensation
AIP metric and vesting:
- FY2025 AIP metric: EBITDA, As Adjusted; payout 48.6% of target based on $355.3M actual vs $407.7M target .
- RSU vesting: ratable 33.3%, 33.3%, 33.4% over three years on July 22 each year (from grant), converting with accrued dividend RSUs upon vesting .
- FY2024 RSUs vest 25%, 25%, 50% over three years on August 1 each year .
- PSU vesting: based on three one‑year performance periods for EBITDA, As Adjusted and (for FY2025 grants) Revenue, eligible to vest on July 22 following completion of the three-year period; rTSR modifier applies ±25% based on TSR peer group percentile, capped at 200% .
LTI mix shift (Other NEOs):
| Award Type | FY2024 Weight | FY2025 Weight |
|---|---|---|
| PSUs | 25% | 60% |
| Stock Options | 50% | 0% |
| RSUs | 25% | 40% |
Propst LTI target grants:
| Item | FY2024 | FY2025 |
|---|---|---|
| Target LTI Value ($) | 1,325,000 | 1,184,000 |
| PSUs (#) | 13,309 | 24,883 |
| RSUs (#) | 21,566 | 18,001 |
| Stock Options (#) | 150,894 | — |
Option/stock vesting realized in FY2025:
| Item | FY2025 |
|---|---|
| Shares Acquired on Vesting (#) | 16,117 |
| Value Realized on Vesting ($) | 486,565 |
| Option Exercises (# / $) | — / — |
Equity Ownership & Alignment
Beneficial ownership (Record Date Aug 15, 2025):
| Item | Value |
|---|---|
| Beneficial Ownership (# shares) | 267,774 |
| Percent of Class | <1% (68,464,446 shares outstanding) |
| Options Exercisable within 60 days (#) | 216,568 |
Outstanding equity awards (as of May 31, 2025):
| Award | Key Terms | Quantity/Value |
|---|---|---|
| RSUs (unvested) | Vests ratably through July 22 | 51,474 units; $868,366 market value (at $16.87) |
| PSUs (unearned) | Multi‑year performance + rTSR | 19,402 units; $327,312 market/payout value (at $16.87) |
| Options 07/18/2023 | $20.00 strike; exp 07/18/33 | 50,298 exercisable; 100,596 unexercisable |
| Options 07/12/2022 | $27.75 strike; exp 07/12/32 | 18,164 exercisable; 9,084 unexercisable |
| Options 07/14/2020 | $21.38 strike; exp 07/14/30 | 28,238 exercisable |
| Options 07/14/2020 | $23.52 strike; exp 07/14/30 | 43,820 exercisable |
| Options 07/13/2021 | $45.75 strike; exp 07/13/31 | 16,667 exercisable |
Alignment and policies:
- Stock ownership guidelines: executives with LTI target ≥100% of salary must hold 4× base salary; all NEOs currently in compliance; 40% post‑vest stock retention until guidelines are met .
- Hedging/pledging: prohibited; reinforces alignment and reduces leverage/pledge risk .
- Note: MLKN stock closed FY2025 at $16.87; disclosed option strikes ($20.00–$45.75) imply options were out‑of‑the‑money at FY close, limiting near‑term exercise pressure .
Employment Terms
Severance and change‑in‑control estimates (as of May 31, 2025):
| Benefit | Death ($) | Disability ($) | Retirement ($) | Without Cause ($) | Change in Control ($) |
|---|---|---|---|---|---|
| Cash Severance | — | — | — | 888,000 | 2,072,000 |
| Unvested RSUs | 1,243,181 | 1,243,181 | 1,133,745 | 758,917 | 1,243,181 |
| Unvested PSUs | 835,628 | 623,727 | 519,151 | 440,584 | 553,274 |
| Unvested Stock Options | — | — | — | — | — |
| Health & Welfare | — | — | — | 63,000 | 75,667 |
| Total | 2,078,809 | 1,866,908 | 1,652,896 | 2,150,501 | 3,944,122 |
Key contractual provisions:
- Termination without cause: 18 months base salary continuation plus health insurance continuation; requires release; non‑compete and non‑solicit during salary continuation .
- Change in control: double‑trigger; 2× base salary plus 2× greater of 3‑year average bonus or current‑year target, plus prorated target bonus, 24 months benefits, up to $25,000 outplacement; full vesting of outstanding LTIP awards per plan treatment; no excise tax gross‑up .
- LTIP vesting on separation/CIC: RSUs vest in full on CIC/death/disability; PSUs prorated and earned based on actual performance (CIC with qualifying termination earned through CIC date; otherwise continue with prorated targets); options treatment varies by scenario per plan; detailed matrix disclosed .
Deferred compensation (Executive Equalization Retirement Plan):
| Item | Amount ($) |
|---|---|
| Aggregate Balance at Jun 1, 2024 | 167,619 |
| Executive Contributions (FY2025) | 30,077 |
| Registrant Contributions (FY2025) | 27,010 |
| Aggregate Earnings (FY2025) | 26,947 |
| Aggregate Balance at May 31, 2025 | 251,653 |
Compensation Structure Analysis
- Shift away from options: FY2024 LTI for Other NEOs used 50% options; FY2025 removed options, moving to 60% PSUs and 40% RSUs—reduces reliance on leverage, increases long‑term performance linkage and time‑based retention .
- AIP single metric: FY2025 AIP based solely on EBITDA, As Adjusted; payout at 48.6% signals disciplined application without discretionary overrides .
- Retention dynamics: FY2024 included a $435,000 special AIP cash retention award for Ms. Propst, highlighting criticality of Global Retail leadership and near‑term retention priorities .
- Supply overhang: RSUs vest ratably (51,474 unvested units; $868,366 value at FY end), creating scheduled equity inflows; options largely OTM at $16.87 close, limiting exercise‑driven selling near term .
Governance and Committee Context
- Compensation consultant: Pay Governance serves as independent advisor to the Compensation Committee; no other services beyond director compensation advice to Governance Committee (<$120,000) in FY2025 .
- Committee structure: Compensation Committee chaired by Michael C. Smith; governance and audit committees disclosed; executive officers list confirms Ms. Propst’s role and election year .
Investment Implications
- Alignment: 4× salary stock ownership guideline and anti‑hedging/pledging policies, plus double‑trigger CIC with no gross‑ups, support shareholder‑friendly alignment and reduce governance risk .
- Retention risk: 2024 retention bonus and FY2025 store expansion ambitions suggest MLKN views Global Retail growth as strategic; severance (18 months) and CIC economics (2× cash + equity vesting) provide meaningful protection but are standard for scale peers .
- Performance linkages: AIP tied to EBITDA with measured payout; PSU design adds rTSR modifier with clear peer set, binding value creation to financial and market outcomes—positive for pay‑for‑performance integrity .
- Trading signals: With options largely OTM at FY2025 close and recent RSU vesting cadence, near‑term insider selling pressure appears limited to scheduled RSU settlements; monitor upcoming July 22 vest dates and any 8‑K 5.02 updates for changes to roles or compensatory arrangements .