John P. Michael
MILLERKNOLLAbout John P. Michael
John P. Michael is President, North America Contract at MillerKnoll and has been an executive officer since 2020; he is age 63 as of FY2025 and joined the company in 2017 after leadership roles at Staples, Ivan Allen Workspace, and Steelcase . During his tenure as a Named Executive Officer (NEO), MillerKnoll’s pay-for-performance framework ties annual incentives to EBITDA (as adjusted), and long-term incentives to EBITDA and Revenue with a relative TSR modifier; FY2025 Company metrics included EBITDA (as adjusted) of $355.3 million and cumulative TSR value of $83.91 (per $100 initial investment) . In FY2025, the company reported net sales growth of 1.1% and highlighted North America Contract segment net sales up 2.2% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Staples | Leadership positions | Not disclosed | Prior large-scale operations experience |
| Ivan Allen Workspace | Leadership positions | Not disclosed | Contract furniture market expertise |
| Steelcase | Leadership positions | Not disclosed | Industry operating leadership |
External Roles
No external public company directorships or committee roles disclosed for John P. Michael in MillerKnoll filings reviewed .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 571,654 | 580,000 | 590,338 |
| Option Awards ($) | 256,949 | 745,416 | — |
| Stock Awards ($) | 510,653 | 1,519,874 | 1,042,731 |
| All Other Compensation ($) | 66,184 | 72,600 | 27,595 |
| Total ($) | 1,405,440 | 2,917,890 | 1,875,842 |
Performance Compensation
Annual Incentive Plan (AIP) – FY2025
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout as % of Target | Actual Bonus ($) |
|---|---|---|---|---|---|---|---|
| EBITDA, As Adjusted ($mm) | 100% | 305.8 | 407.7 | 509.6 | 355.3 | 48.6% | 215,178 |
AIP target for John P. Michael was 75% of salary (target value $442,754); actual payout reflected the 48.6% factor shown above .
Long-Term Incentives (FY2025 grants and structure)
| Element | Weighting | Metric Details | Measurement | Modifier | Vesting |
|---|---|---|---|---|---|
| PSUs | 60% | 50% EBITDA (As Adjusted); 50% Revenue | Three one-year periods; combined payout eligible July 22 after 3-year cycle | rTSR modifier ±25% (25th→0.75x; 55th→1.00x; 75th→1.25x; capped at 200%) | End of cycle; see tranches and dates |
| RSUs | 40% | Time-based | N/A | N/A | 33.3%/33.3%/33.4% on July 22 each year following first anniversary |
FY2025 Grants (John P. Michael)
| Award | Grant Date | Target (#) | Maximum (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|
| PSUs | 07/16/2024 | 18,796 | 37,592 | 528,443 |
| RSUs (annual + RSUs in lieu of FY2024 AIP) | 07/16/2024 | 50,067 | N/A | 1,430,414 |
Historical PSU Outcome (FY2023 grant cycle)
| Cycle | Key Metrics and Weighting | rTSR Percentile | rTSR Modifier | Final Payout (as % of target) |
|---|---|---|---|---|
| FY2023–FY2025 | Operating Earnings (adj.), Revenue, Scorecard | 23rd | 0.75x | 35.6% |
Equity Ownership & Alignment
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Beneficial Ownership (shares) | 41,082 | 114,562 | 205,904 |
| % of Shares Outstanding | <1% | <1% | <1% |
| Options Exercisable within 60 days (shares) | 31,975 | 96,415 | 155,796 |
| Unvested RSUs (shares, FY2025 YE) | — | — | 51,474 |
| Unearned PSUs (shares, FY2025 YE) | — | — | 19,402 |
- Stock ownership guidelines: 4x base salary for executive officers with LTIP target ≥100%; all NEOs are currently in compliance .
- Anti-hedging/anti-pledging: Directors and executive officers are prohibited from hedging and pledging MillerKnoll stock .
Employment Terms
| Scenario (as of FY2025) | Cash Severance | RSU Treatment (value) | PSU Treatment (value) | Health & Welfare | Total |
|---|---|---|---|---|---|
| Without Cause | $888,000 (18 months salary) | $252,972 (accelerated, prorated) | $203,951 (prorated; paid on actual performance at cycle end) | $55,540 | $1,400,463 |
| Change in Control (double-trigger) | $2,072,000 (2x base + greater of prior 3-year avg bonus or target) | $1,243,181 (accelerated, no proration) | $553,274 (accelerated, no proration; based on actual performance) | $65,719 (24 months benefits) | $3,934,174 |
| Death | — | $1,243,181 (accelerated) | $835,628 (accelerated; prorated) | — | $2,078,809 |
| Disability | — | $1,243,181 (accelerated) | $623,727 (prorated; actual performance) | — | $1,866,908 |
Additional terms:
- Severance program: 18 months base salary for NEOs upon termination without cause, with non-compete and non-solicit during salary continuation; continued health insurance during the period .
- CIC agreements: Double-trigger; accelerated vesting and lump sums as above; no tax gross-ups .
- Clawbacks: Mandatory recovery for restatements and discretionary recovery for improper conduct .
Compensation Structure Analysis
- Mix shift: John’s FY2025 total stock awards declined to $1.04 million from $1.52 million in FY2024, while option awards dropped to $0 from $745k in FY2024, reflecting a shift away from options toward RSUs/PSUs .
- At-risk pay: AIP was 75% of salary target; FY2025 payout at 48.6% of target due to EBITDA performance below target, reinforcing pay-for-performance .
- PSU rigor: FY2023 PSU cycle paid 35.6% of target after a 0.75x rTSR modifier at the 23rd percentile, indicating downside exposure to underperformance relative peers .
- Ownership alignment: Compliance with stock ownership guidelines and explicit prohibitions on hedging/pledging support alignment and reduce red flags .
Say‑on‑Pay, Peer Group, and Committee Governance
- Say‑on‑Pay: Approximately 96% approval in 2024; Compensation Committee reviewed results in FY2025 CD&A .
- Compensation Committee: Michael C. Smith (Chair), Tina Edekar Edmundson, Douglas D. French; met five times in fiscal year .
- Peer group (compensation benchmarking): Includes American Woodmark, HNI, La‑Z‑Boy, Leggett & Platt, RH, Steelcase, Williams‑Sonoma, Wayfair, Fortune Brands Innovations, MasterBrands, JELD‑WEN, Sleep Number, UFP Industries, Floor & Decor, Masonite, Somnigroup .
- Philosophy: Target compensation generally at median market; incentives linked to operating performance and shareholder value .
Performance & Track Record
- Company FY2025 highlights relevant to John’s segment: North America Contract net sales +2.2% YoY; consolidated net sales +1.1% YoY; EBITDA (as adjusted) $355.3 million; cumulative TSR value $83.91 for FY2025 (per $100 initial investment) .
- FY2025 AIP moved to Operating Earnings (As Adjusted) for FY2026 and added segment multipliers for segment leaders, tightening line-of-sight accountability (excludes CEO/CFO) .
Investment Implications
- Alignment and retention: Strong ownership requirements and no hedging/pledging reduce alignment risk; however, John’s retirement eligibility and meaningful accelerated vesting under CIC create potential retention pressure around corporate events .
- Incentive sensitivity: FY2025 AIP underpaid (48.6% of target) due to EBITDA shortfall, and recent PSU payouts were below target, indicating disciplined incentive design that should limit windfalls absent performance; this reduces “discretionary bonus” risk and aligns with shareholder interests .
- Mix and dilution: Shift from options to RSUs/PSUs lowers exercise-driven selling pressure but increases scheduled vesting supply; monitor vesting dates (July 22 tranches) for potential insider supply and selling windows .
- Event risk: Double-trigger CIC economics are standard (2x salary+bonus; full acceleration), with no gross-ups; watch M&A chatter for timing risk given attractive acceleration features and executive retirement status .