John R. Hoke III
MILLERKNOLLAbout John R. Hoke III
John R. Hoke III, age 60, has served on MillerKnoll’s Board since 2005 and is currently an independent director and Chair of the Governance and Corporate Responsibility Committee . He is Nike, Inc.’s Chief Innovation Officer (since 2023), and previously served as Nike’s Chief Design Officer (2017–2023) and VP Global Design (2010–2017), bringing deep design leadership and large-enterprise experience to the board . During FY2025, the board held four meetings and each director attended more than 80% of Board and applicable committee meetings; independent directors met in executive session after each regularly scheduled Board meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nike, Inc. | Chief Innovation Officer | 2023–present | Leads company’s design team to accelerate innovation |
| Nike, Inc. | Chief Design Officer | 2017–2023 | Led global design across product, industrial, and digital |
| Nike, Inc. | VP, Global Design | 2010–2017 | Oversaw international design team |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Various not-for-profits (art & design) | Director | Not disclosed | Service to art/design organizations (names not disclosed) |
Board Governance
- Committee assignments: Governance & Corporate Responsibility (Chair); not on Audit or Compensation .
- Independence: Board determined all directors other than the CEO are independent under Nasdaq rules; Hoke is independent .
- Attendance: Board met four times; each director attended >80% of Board and applicable committee meetings; independent directors held executive sessions after each regular meeting .
- Committee activity: Audit met eight times; Compensation met five times; Governance & Corporate Responsibility met five times .
- Governance scope: Governance committee oversees structure/practices, board succession, shareholder concerns, and most ESG matters; also recommends director compensation and director nominees .
Fixed Compensation
| Component | FY2025 Value | Notes |
|---|---|---|
| Standard annual director compensation | $240,000 | Base director retainer |
| Governance & Corporate Responsibility Chair fee | $20,000 | Chair premium |
| Cash/deferred paid to Hoke | $104,000 | Director-elected form of Annual Fee |
| Stock awards to Hoke | $156,000 | Aggregate grant date fair value of stock awards |
| Total FY2025 compensation (Hoke) | $260,000 | Sum of cash/deferred and stock awards |
| Perquisites | < $10,000 | Meals/social events, product discount; applies generally |
- Compensation structure: At least 50% of each director’s Annual Fee must be elected in equity (shares, deferred stock units, or options). Options, when elected, are fully vested at grant and expire 10 years after grant .
Performance Compensation
| Performance-based components for directors | Detail |
|---|---|
| None disclosed | Director pay is an annual retainer with equity election; no performance metrics or PSUs/TSR for directors disclosed . |
Other Directorships & Interlocks
| Company | Role | Status |
|---|---|---|
| None | — | No current other public company directorships disclosed for Hoke |
- Compensation committee interlocks: None of MillerKnoll’s Compensation Committee members (FY2025) were Company officers or had relationships requiring related-party disclosure; no reciprocal executive service interlocks reported .
Expertise & Qualifications
- Global design and innovation leadership (Nike) with oversight of >1,000 designers across disciplines; contributes design, customer experience, and product strategy insight to MillerKnoll .
- Governance experience via current chairmanship of Governance & Corporate Responsibility Committee, overseeing board practices and ESG matters .
Equity Ownership
| Metric | Aug 16, 2024 | Aug 15, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 49,585 | 58,692 |
| Percent of shares outstanding | <1% (based on 69,455,585 shares outstanding) | <1% (based on 68,464,446 shares outstanding) |
| Deferred stock units | Not disclosed for Hoke | Not disclosed for Hoke (DSUs listed for certain other directors only) |
- Director ownership guidelines: Directors must hold an equity interest after one year; within five years, encouraged to hold shares/options valued at least 2.5× the standard annual director retainer .
- Hedging and pledging: Company policy prohibits directors and executive officers from hedging or pledging Company stock .
Governance Assessment
- Board effectiveness: Hoke’s long tenure (director since 2005) and chair role on Governance & Corporate Responsibility align with MillerKnoll’s emphasis on ESG, board succession, and governance rigor .
- Independence and attendance: Independent status and documented attendance (>80%) support engagement and oversight quality .
- Compensation alignment: Director pay includes a mandatory equity component (≥50%), promoting alignment; Hoke’s FY2025 total was $260,000, with $156,000 in stock awards and $104,000 in cash/deferred .
- Say-on-pay investor sentiment: Advisory approval of NEO compensation received ~96% support in 2024 and 2025 votes were 56,495,979 For vs. 2,623,598 Against, indicating robust shareholder support for compensation practices .
- Consultant independence: Pay Governance serves as independent compensation consultant; additionally advised the Governance Committee on director compensation in FY2025, with fees for that work not exceeding $120,000 and no other Company services, mitigating consultant conflicts .
- Related-party and trading controls: Written related-party transaction policy with Governance Committee oversight; anti-hedging/anti-pledging policy; clawback policies for executives. Delinquent Section 16(A) disclosures in 2024 noted an administrative short delay in Form 4 filings for multiple directors, including Hoke, tied to a short trading week, not attributed to reporting person error (minor procedural flag) .
Insider Filings and Signals
| Date | Filing | Note |
|---|---|---|
| Jan 19, 2024 | Form 4 (director compensation transaction) | Filed late due to administrative oversight in short trading week; not error of reporting person |
Potential Conflicts and Red Flags
- RED FLAG: Minor administrative delay in a Form 4 filing (Jan 19, 2024); context indicates process timing rather than reporting person misconduct .
- Conflict exposure: No specific related-party transactions involving Hoke disclosed; independence affirmed under Nasdaq rules .
- Risk mitigants: Anti-hedging/anti-pledging policies; Governance oversight of related-party transactions; equity ownership guidelines for directors .