Heidi J. Manheimer
MILLERKNOLLAbout Heidi J. Manheimer
Independent director at MillerKnoll (MLKN) since 2014; age 62. Career retail/beauty operator with deep U.S. and international experience; currently Executive Chair of Surratt Cosmetics LLC (since 2017) and former CEO of Shiseido Cosmetics America (2006–2015). Serves on MLKN’s Audit Committee; the Board classifies all non-management directors as independent under Nasdaq rules. Fiscal 2025 board engagement standards were met, with each director attending >80% of aggregate Board and committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Surratt Cosmetics LLC | Executive Chair | 2017–Present | Executive leadership in beauty; governance role at private company |
| Shiseido Cosmetics America | Chief Executive Officer | 2006–2015 | Led U.S. operations for global skincare/cosmetics leader |
| Shiseido Cosmetics America | President, U.S. Operations | 2002–2006 | U.S. business leadership |
| Shiseido Cosmetics America | EVP & General Manager | 2000–2002 | General management |
| Independent | Consultant | 2015–2017 | Strategic advisory (beauty/retail) |
| Barneys New York | Beauty division leadership | 7 years | Senior roles in prestige retail beauty |
| Bloomingdale’s | Beauty division leadership | 7 years | Senior roles in department store retail |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Burton Snowboards | Director | Since 2006 | Private company board service |
| Cosmetic Executive Women Foundation | Chair | 2014 | Trade association/non-profit leadership |
| Public company boards | — | — | Other public directorships: None |
Board Governance
- Committee assignments: Audit Committee member (Audit Committee: Chair Lisa A. Kro; members include Manheimer, Maeda, M.R. Smith). Audit met 8 times in FY2025.
- Independence: Board determined all directors other than the CEO are independent under Nasdaq rules (includes Manheimer).
- Attendance: Board held 4 meetings; each director attended >80% of aggregate Board and committee meetings; independent directors held executive sessions after each scheduled Board meeting.
- Years of service on MLKN Board: Director since 2014.
Fixed Compensation (Non‑Employee Director, Fiscal 2025)
| Component | Amount |
|---|---|
| Standard annual director compensation | $240,000 (cash and/or equity; chair premiums extra) |
| Manheimer – Deferred or Paid in Cash | $117,600 |
| Manheimer – Stock Awards (grant-date fair value) | $122,400 |
| Manheimer – Options | — (none granted) |
| Manheimer – All Other Compensation | — |
| Manheimer – Total | $240,000 |
| Minimum equity election policy | At least 50% of Annual Fee must be in equity (shares, DSUs, or options) |
| Director deferred comp plan available | Cash or deferred stock units (dividend equivalents accrue) |
Performance Compensation
| Performance-conditioned elements for directors | Status |
|---|---|
| Annual/long-term performance metrics tied to director pay | None – director compensation is retainers/fees with minimum equity component; no performance metrics disclosed for non-employee directors |
Other Directorships & Interlocks
- Other public company directorships: None.
- Compensation Committee interlocks: Company disclosed none for Compensation Committee members (Manheimer is not on this committee).
- Related-party transactions: Proxy describes a related-party transactions approval policy; no specific transactions involving directors were disclosed in FY2025.
Expertise & Qualifications
- Sector expertise: Beauty, retail, eCommerce, international platforms.
- Governance: Board and nonprofit/trade association leadership (Burton Snowboards; CEW Foundation).
- Audit oversight exposure: Active member of MLKN Audit Committee.
Equity Ownership
| Ownership Detail | Value/Amount |
|---|---|
| Shares beneficially owned (as of Aug 15, 2025) | 41,332 shares |
| Percent of outstanding | ~0.06% (41,332 / 68,464,446 shares outstanding) |
| Options outstanding | None disclosed for Manheimer (only M.R. Smith had director options outstanding) |
| Deferred stock units | Not listed for Manheimer among directors with DSUs (Edmundson, French, Maeda, M.R. Smith, Volkema listed) |
| Anti-hedging/anti-pledging | Directors prohibited from hedging or pledging MLKN stock |
| Director ownership guideline | Encouraged to reach ≥2.5x standard annual retainer within 5 years; equity interest required after 1 year |
| Estimated market value of holdings (for alignment) | ≈$697k, based on 41,332 shares and $16.87 closing price on May 31, 2025 (41,332 × $16.87) |
Note: Ownership value is an estimate for alignment context; guidelines are expressed as multiples of retainer, not share value at a point in time.
Governance Assessment
- Strengths
- Independent, long-tenured director with deep branded consumer/retail leadership; Audit Committee member enhances oversight of reporting, controls, and cybersecurity.
- Consistent engagement: Board and committees >80% attendance; Audit Committee met 8 times in FY2025.
- Pay alignment: Minimum 50% equity election, anti-hedging/pledging policy, and director ownership guidelines promote alignment.
- Shareholder sentiment: Say-on-pay support at ~96% in 2024 signals broad investor approval of compensation governance.
- Watch items / potential risks
- No public company directorships beyond MLKN, limiting broader public board cross-pollination; however, substantial private/nonprofit governance experience offsets.
- No specific related-party transactions disclosed; continue monitoring given extensive external network in beauty/retail.
Insider Ownership & Compliance
| Item | Status |
|---|---|
| Section 16(a) filings (FY2025) | Company reports all required director/officer filings were timely; no delinquencies reported. |
| Beneficial ownership basis | 68,464,446 shares outstanding as of Aug 15, 2025; individual director holdings per proxy table. |
No Form 4 trade details were disclosed in the proxy; Section 16 compliance was affirmed.
Citations: MLKN 2025 DEF 14A proxies and sections referenced above:
- Board, committees, bio, external roles, independence, attendance:
- Director compensation structure and Manheimer’s FY2025 pay:
- Ownership, DSUs/options detail, shares outstanding, price reference:
- Related-party policy, Section 16 compliance:
- Say-on-pay support: