Jeff Stutz
MILLERKNOLLAbout Jeff Stutz
Jeffrey M. Stutz served as MillerKnoll’s Chief Financial Officer (NEO) through FY2025 and transitioned to Chief Operating Officer in September 2025; he has been an executive officer since 2009 . His compensation and incentives were tightly linked to EBITDA and revenue performance with an rTSR modifier, while annual cash incentives used EBITDA as adjusted (FY2025) and operating earnings (FY2023) . Company TSR moved from 66.45 (FY2023) to 132.65 (FY2024) before retracing to 83.91 (FY2025) . Say‑on‑pay support remained strong (95.6% “For” at the Oct. 2025 AGM; ~96% support noted for 2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MillerKnoll | Chief Financial Officer (NEO) | FY2023–FY2025 | Led finance through a period emphasizing EBITDA-driven incentives and PSU metrics (EBITDA/Revenue with rTSR), and oversaw programs such as 2024 RSU-in-lieu-of-cash AIP election for liquidity and alignment . |
| MillerKnoll | Chief Operating Officer | Sep 2025–Present | Transitioned from CFO to COO in Sep 2025, supporting operational execution as the company expanded retail footprint and continued post‑Knoll integration momentum . |
External Roles
- No external directorships or outside roles disclosed for Jeff Stutz in the proxies or 8‑Ks reviewed.
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 577,615 | 580,000 | 601,538 |
| Target Bonus (% of Salary) | 70% | 70% | 80% |
| Actual AIP Payout ($) | $0 | $421,834 (paid as RSUs at 200% of cash equivalent; see note) | $233,878 |
| Actual AIP Payout (% of Target) | — (0%) | 103.9% | 48.6% |
Note: In FY2024, NEOs could elect RSUs in lieu of cash for the AIP with a 2x multiplier; Stutz elected RSUs (grant on July 16, 2024; cliff vest July 22, 2025) .
Performance Compensation
Annual Incentive (AIP) – FY2025 Structure and Result
| Metric | Threshold | Target | Maximum | Actual | Payout (% of Target) |
|---|---|---|---|---|---|
| EBITDA, As Adjusted ($mm) | 305.8 | 407.7 | 509.6 | 355.3 | 48.6% |
Long‑Term Incentives (LTI) – Mix and Metrics
- FY2025 LTI mix (Other NEOs): 60% PSUs, 40% RSUs; PSUs measured 50% EBITDA (as adjusted) and 50% Revenue over three one‑year periods with a 25% rTSR modifier (75th percentile = x1.25; 25th = x0.75; overall cap 200%) .
- RSU vesting: FY2025 grants vest 33.3%, 33.3%, 33.4% on July 22 each year; prior RSUs vest 25%, 25%, 50% on August 1 .
LTI Grants Detail (Units)
| Grant Detail | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| PSUs (#) | 17,844 | 13,309 | 28,608 |
| RSUs (#) | 9,264 | 21,566 | 20,696 |
| Stock Options (#) | 27,248; strike $27.75; 10‑yr term; 3‑yr ratable vest | 150,894; strike $20.00 (≈16% premium at grant); 10‑yr term; 3‑yr ratable vest | None (options removed from FY2025 mix for other NEOs) |
PSU Cycle Outcomes
- FY2023–FY2025 cycle for FY2023 grants: final payout 35.6% of target after rTSR multiplier (23rd percentile → 75.0% modifier) .
- FY2021–FY2023 cycle (historical reference): final payout 51.0% of target (rTSR 31st percentile → 80.8% modifier) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (Aug 18, 2023) | 265,690 shares; <1% of outstanding; includes 202,281 options exercisable within 60 days and 4,289 deferred stock units . |
| Outstanding Awards (May 31, 2025) | RSUs: 54,244 units (market value $915,096 at $16.87); PSUs (unearned): 20,644 units (value $348,264); multiple legacy options outstanding from prior years . |
| Vesting Schedules | RSUs granted FY2025 vest July 22 (33.3/33.3/33.4); older RSUs vest August 1 (25/25/50); PSUs vest based on performance with rTSR modifier post the 3‑year period . |
| Ownership Guidelines | 4x base salary for executives with LTIP target ≥100% of salary; all NEOs in compliance; 40% net‑after‑tax retention until guidelines met . |
| Hedging/Pledging | Prohibited for directors and executive officers (anti‑hedging, anti‑pledging policy) . |
Insider vesting activity: FY2025 vestings for Stutz included 20,532 shares vested (value realized $612,570), indicating scheduled supply around vest dates rather than open‑market selling pressure .
Employment Terms
| Provision | Key Terms |
|---|---|
| At‑Will Status & Severance | “At will”; if terminated without cause: 18 months base salary, health continuation; requires release, non‑compete, and non‑solicit during salary continuation period . |
| Without‑Cause (Illustrative) | As of May 31, 2025: Cash severance $907,500; Health/Welfare $32,390; RSU/PSU treatment per plan (proration; actual performance payout) . |
| Change‑in‑Control (CIC) | Double‑trigger; 2x base salary + greater of avg. prior 3‑yr bonus or current‑year target + prorated current‑year target; 24 months benefits; up to $25,000 outplacement; full vesting of LTI awards (per vehicle rules). No excise tax gross‑ups . |
| Clawbacks | Dual policies: mandatory recovery for restatements (SEC/Nasdaq 10D) and discretionary recovery for improper conduct . |
| Deferred Compensation | Executive Equalization Retirement Plan: FY2025 contributions and balance for Stutz—Exec contrib $46,262; Company contrib $9,838; FY2025 earnings $109,066; balance $1,231,446 . |
| Perquisites | Comprehensive executive physical ($4,100 for Stutz in FY2025) . |
Company Performance Context (Pay‑for‑Performance linkage)
| Metric ($USD) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues | $4,087.1mm* | $3,628.4mm* | $3,669.9mm* |
| EBITDA | $371.0mm* | $399.9mm* | $383.0mm* |
| Cash from Operations | $162.9mm* | $352.3mm* | $209.3mm* |
Values retrieved from S&P Global.
TSR reference (initial $100 investment): Company TSR moved 66.45 → 132.65 → 83.91 across FY2023–FY2025; peer group TSR 140.06 → 208.21 → 186.95 .
Compensation Structure Analysis
- Increased equity emphasis: Shift from options (FY2024) to higher PSU/RSU weighting (FY2025) raises long‑term, performance‑linked pay and retention through time‑based RSUs .
- AIP metric tightening: FY2025 AIP solely on EBITDA (as adjusted) reduced payouts versus FY2024, aligning cash incentives with profitability amid margin pressures .
- RSU in‑lieu cash (FY2024) conserved liquidity and increased alignment; cliff vest created a potential vest‑date supply event but signals management confidence and retention focus .
- Governance safeguards: No option repricing, no excise tax gross‑ups, robust clawbacks, and anti‑pledging policies reduce red‑flag risks .
Say‑On‑Pay & Shareholder Feedback
- Say‑on‑pay approval at Oct. 13, 2025 AGM: 56,495,979 For; 2,623,598 Against; 130,507 Abstain; 4,664,217 broker non‑votes (≈95.6% For) .
- Committee noted ~96% support in 2024 and sustained best‑practice features (ownership requirements, clawbacks, no single‑trigger CIC) .
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 .
Investment Implications
- Alignment: High equity mix (PSUs with EBITDA/Revenue and rTSR) and RSU retention plus stock ownership rules foster long‑term alignment; anti‑pledging reduces collateral risk .
- Vesting‑date supply: Notable vesting windows (July 22 and August 1) can create technical selling pressure around those dates; FY2025 vest realizations evidenced scheduled supply (no Form 4 data reviewed here) .
- Retention & continuity: Stutz’s move to COO in Sep 2025 signals operational depth; CIC is double‑trigger, avoiding windfalls without termination and preserving continuity in strategic events .
- Pay‑for‑performance: Lower FY2025 AIP payout (48.6%) reflects under‑target EBITDA; PSU structures modulate payouts via rTSR, reducing overpayment risk in down markets .
Overall, Stutz’s incentives are predominantly performance‑ and retention‑oriented with governance controls that mitigate common executive compensation risks, while scheduled vesting windows warrant monitoring for short‑term technical flow impacts.
References:
Executive status and compensation tables ; AIP and LTI design ; Ownership, policies, severance/CIC ; Deferred comp ; TSR/Pay‑vs‑Performance ; AGM voting ; FY2024 program and grants ; FY2023 program and grants ; COO transition .
S&P Global disclaimer: Revenues, EBITDA, Cash from Operations marked with asterisks were retrieved from S&P Global.