Jacqueline H. Rice
MILLERKNOLLAbout Jacqueline H. Rice
Jacqueline H. Rice is Chief Legal Officer and Corporate Secretary at MillerKnoll, leading global legal, compliance, and employee relations since joining in 2019; she is 53 and was elected as an executive officer that year . She previously served as EVP Chief Risk & Compliance Officer at Target and held senior compliance and legal roles at General Motors; she holds a B.A. from James Madison College and a J.D. from University of Detroit Mercy . During her tenure, MillerKnoll’s adjusted EBITDA reached $355.3M in FY2025 and the company’s TSR (indexed to $100) was 83.91 in FY2025, reflecting mixed performance after strong FY2024 results .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Target Corporation | EVP, Chief Risk & Compliance Officer | — | Led enterprise risk, corporate compliance and security for a global retailer . |
| General Motors | Senior Counsel & Chief Compliance Officer; regional lead legal counsel | — | Built global compliance programs (anti-corruption, data privacy) and supported operations across Europe and Asia-Pacific . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ADTRAN Holdings Inc. | Director | Joined 2016 | Provides governance and compliance expertise to a global networking equipment provider . |
Fixed Compensation
- Individual base salary and bonus targets for Jacqueline H. Rice were not disclosed in the proxy. The company’s philosophy: market-median base salaries, plus annual incentives and long-term equity to align executives with performance and shareholder value .
Performance Compensation
- Annual Incentive Plan (AIP) metric and FY2025 results (covers non‑sales incented employees; NEO targets shown for reference):
| Metric | Threshold | Target | Maximum | Actual | Payout as % of Target |
|---|---|---|---|---|---|
| EBITDA, As Adjusted ($MM) | 305.8 | 407.7 | 509.6 | 355.3 | 48.6% |
- Long-Term Incentive design: PSUs and RSUs with rTSR modifier; leadership team (excluding CEO) mix for FY2026 set at 50% PSUs / 50% RSUs (CEO remains 60% PSUs / 40% RSUs) .
- Vesting schedules and performance structure:
| Equity Vehicle | Performance Metrics | Weighting | rTSR Modifier | Vesting |
|---|---|---|---|---|
| PSUs (FY2025 awards) | EBITDA, As Adjusted; Revenue | 50% / 50% | ±25% at 75th/25th percentile (capped overall at 200%) | Three 1‑year tranches; earned PSUs vest after the 3‑year cycle (e.g., tranches vesting Aug 1, 2025 / 2026 / 2027) . |
| RSUs (FY2025 awards) | Time-based | — | — | 33.3%/33.3%/33.4% on July 22 annually over 3 years . |
Equity Ownership & Alignment
- Beneficial ownership: individual holdings for Rice were not listed; the proxy aggregated group holdings for 18 executives/directors (3,733,481 shares, 5.45% of common stock) .
- Stock ownership guidelines: CEO 6x salary; executive officers with LTIP target ≥100% salary must hold 4x salary; retention of 40% of pretax vested shares until compliance .
- Anti-hedging/anti-pledging: directors and executive officers are prohibited from hedging or pledging Company stock ; insider trading policy enforces blackouts and preclearance for insiders, with robust 10b5‑1 plan controls (cooling-off periods, single-plan limits) .
Employment Terms
- Employment start: announced February 19, 2019, as General Counsel; subsequently executive officer status confirmed in 2019 and in current filings .
- Severance program (executives, including NEOs): 18 months base salary continuation; continued health coverage during continuation; non‑compete and non‑solicit during the period .
- Change-in-Control (CIC) (NEOs): double‑trigger; CEO 3x salary+bonus; other NEOs 2x salary+bonus; full vest for outstanding LTI awards; outplacement up to $25k; no excise tax gross‑ups .
- Clawbacks: mandatory recovery for restatements; additional misconduct clawback at Board discretion .
Company Performance (context for compensation alignment)
| Metric | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|---|
| Company TSR (Indexed to $100) | 210.48 | 137.73 | 66.45 | 132.65 | 83.91 |
| EBITDA, As Adjusted ($MM) | 336.0 | 347.5 | 382.8 | 388.8 | 355.3 |
| Net Income ($MM) | 174.6 | (27.1) | 42.1 | 82.3 | (36.9) |
Additional FY2025 highlights: net sales +1.1% YoY to $3,669.9M; gross margin 38.8%; adjusted operating margin 6.8%; adjusted EPS $1.95 vs $2.08 in FY2024 .
Compensation Structure Notes (program-level)
- Program safeguards: no excise tax gross‑ups; no option repricing; no single‑trigger vesting; no dividends on unvested equity; independent consultant (Pay Governance) supports benchmarking and risk assessment .
- Compensation peer group (FY2025): American Woodmark, Floor & Decor, Fortune Brands Innovations, HNI, JELD‑WEN, La‑Z‑Boy, Leggett & Platt, Masonite (MasterBrands), RH, Sleep Number, Somnigroup, Steelcase, UFP Industries, Wayfair, Williams‑Sonoma .
Governance and Shareholder Feedback
- Say‑on‑pay: approximately 96% approval in 2025 (reflecting FY2024 compensation program), indicating strong shareholder support .
- Section 16 compliance: no delinquent filings reported for FY2025 .
Investment Implications
- Alignment and retention: stock ownership guidelines, anti‑hedging/pledging, robust insider trading controls and clawbacks mitigate misalignment and selling pressure risk; severance and double‑trigger CIC for NEOs support continuity in change scenarios .
- Execution risk: FY2025 softness (lower adjusted EPS and adjusted operating margin vs FY2024; negative GAAP net income) paired with TSR declines heighten near‑term performance risk; incentive metrics (AIP EBITDA) paid below target (48.6%), reinforcing pay‑for‑performance discipline .
- Oversight quality: strong best‑practice features (no option repricing, no single‑trigger CIC, independent comp consultant) and high say‑on‑pay support reduce governance red flags .
Disclosure notes: Individual compensation and equity holdings for Jacqueline H. Rice were not specifically disclosed in the proxy; tables above reflect company‑level performance and program structures. All numbers and statements are sourced from the cited documents.