Douglas D. French
MILLERKNOLLAbout Douglas D. French
Douglas D. French is an independent director of MillerKnoll (MLKN), age 71, serving since 2002, and a member of the Compensation Committee. He is Managing Director and founding partner of Santé Health Ventures (since 2007); previously President and CEO of Ascension Health and CEO of St. Mary’s Medical Center and St. Vincent Health System in Indiana, bringing more than three decades of health management governance experience to the board . The Board has determined all non-employee directors (including Mr. French) are independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Santé Health Ventures | Managing Director; Founding Partner | Since 2007 | Early-stage healthcare VC governance and leadership |
| Ascension Health | President & CEO | Prior to 2007 (not specified) | Led largest U.S. not-for-profit health system |
| St. Mary’s Medical Center (Midwest Indiana) | CEO | Not specified | Hospital operations leadership |
| St. Vincent Health System (Midwest Indiana) | CEO | Not specified | Health system leadership |
External Roles
| Company | Role | Committee Roles | Status |
|---|---|---|---|
| Other Public Directorships | — | — | None |
Board Governance
| Attribute | Detail |
|---|---|
| Board service | Director since 2002 |
| Independence | Independent director; Board determined all non-employee directors are independent |
| Committees | Compensation Committee member |
| Committee chair roles | None; Compensation Committee chaired by Michael C. Smith |
| Committee meeting frequency | Compensation Committee met 5 times in fiscal 2025 |
| Board meeting attendance | Each director attended >80% of aggregate Board/committee meetings; Board held 4 meetings in fiscal 2025 |
| Executive sessions | Independent directors met in executive session after each regular Board meeting |
Fixed Compensation
| Component | FY2025 Amount ($) | Notes |
|---|---|---|
| Annual retainer (standard) | 240,000 | Standard annual director compensation |
| Committee chair fee (Compensation) | 0 | Mr. French is not chair; Comp chair fee is $20,000 |
| Committee chair fee (Audit) | 0 | Audit chair fee $25,000 (not applicable) |
| Committee chair fee (Governance) | 0 | Governance chair fee $20,000 (not applicable) |
| Board chair premium | 0 | Board chair receives $120,000 (not applicable) |
| Paid/deferred cash | 120,000 | |
| Stock awards | 120,000 | |
| Options | — | No options granted/held for Mr. French in FY2025 |
| All other compensation | — | Perquisites under $10,000; none noted for Mr. French |
| Total | 240,000 |
Performance Compensation
Directors at MLKN do not receive performance-conditioned pay; equity is elected from permissible forms and not tied to EBITDA/TSR metrics used for NEOs.
| Equity election mechanics | Detail |
|---|---|
| Permissible forms | Cash, Company shares valued as of Jan 15, 2025, stock options (Black-Scholes valued as of Jan 15, 2025), deferred cash, deferred stock units (DSUs), or contribution to Global Associate Relief Fund |
| Minimum equity requirement | ≥50% of Annual Fee must be elected in equity (direct shares, DSUs, or options) |
| Options terms | Fully vested upon grant; 10-year expiration; exercise price payable in cash/shares/combination (subject to limits) |
| Director option holdings | As of May 31, 2025, only Michael R. Smith had outstanding fully-vested options; “No other director had outstanding stock options” |
| Dividend treatment on unvested equity | No dividends/dividend equivalents paid on unvested equity per governance “What We Don’t Do” |
| Plan cap for directors | Max value of all awards to a non-employee director per fiscal year: $750,000, measured at award date |
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Other public company boards (current) | None |
| Compensation Committee interlocks | None of the Comp Committee members (including Mr. French) have relationships requiring related-party disclosure; no cross-comp committee service with MLKN executives at other entities |
Expertise & Qualifications
- Founding partner and long-tenured healthcare operator; governance experience across public and private boards; prior leadership of major health systems provides risk oversight perspective and compensation governance insight .
- Independent director status and service on Compensation Committee align with board effectiveness and pay oversight .
Equity Ownership
| Holder | Shares Owned | Deferred Stock Units | Options | Percent of Class |
|---|---|---|---|---|
| Douglas D. French | 33,057 | 8,988 | — (none disclosed) | <1% |
Additional ownership/controls:
- Director stock ownership guideline: within five years of joining the Board, hold shares or options valued at ≥2.5x standard annual director retainer; equity interest required after one year .
- Anti-hedging/anti-pledging: Company policy prohibits directors from hedging or pledging MLKN stock .
- Perquisites: spouse/partner travel/meals/social events and product discounts; perquisites total < $10,000 per director per year; taxable benefit on product purchases may be imputed .
Say-On-Pay & Shareholder Feedback
| Year | Outcome |
|---|---|
| 2024 | Approximately 96% approval of NEO compensation (advisory) |
| 2025 | For: 56,495,979; Against: 2,623,598; Abstain: 130,507; Broker non-votes: 4,664,217 |
Related Party Transactions & Compliance
- Related-party transactions policy requires Governance & Corporate Responsibility Committee review; categories of small/standard transactions are pre-approved; independence impacts are considered .
- Section 16(a) compliance: Company states all required filings were timely for fiscal 2025 through the proxy date . In the prior year (FY2024 proxy), an administrative oversight led to eight late Forms 4 (including one for Douglas D. French) reporting January 15, 2024 director compensation transactions; late filings were attributed to a short trading week and not to reporting person error .
Governance Assessment
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Strengths:
- Independent director with >20 years of service; Compensation Committee member; Board and committee attendance >80%; independent director executive sessions each meeting support robust oversight .
- Director compensation structure enforces minimum equity alignment (≥50% equity form) and director ownership guidelines, with anti-hedging/pledging policy enhancing alignment and risk discipline .
- No compensation committee interlocks/related-party issues disclosed; strong say-on-pay support indicates investor confidence in compensation governance .
-
Watch items:
- Retirement policy requires resignation at or immediately after age 72; Mr. French is 71, implying potential near-term board transition planning need .
- Administrative late Section 16 filings in FY2024 for director compensation (including Mr. French) were noted and attributed to process timing; monitor ongoing Section 16 controls (FY2025 reported timely) .
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RED FLAGS:
- None material disclosed regarding conflicts, related-party transactions, hedging/pledging, or option repricing for Mr. French; “No other director had outstanding stock options” besides Michael R. Smith, mitigating option-related risks .