Lisa A. Kro
MILLERKNOLLAbout Lisa A. Kro
Independent director at MillerKnoll since 2012 (age 60) and Chair of the Audit Committee. She is Chief Financial and Administrative Officer at Ryan Companies (since 2019), with prior roles as co-founder/managing director at Mill City Capital (2010–2018), CFO/managing director at Goldner Hawn Johnson & Morrison (2004–2010), and partner at KPMG LLP; she is designated an “audit committee financial expert.” She also serves on the board of First Solar, Inc., where she has served as the audit committee financial expert, indicating deep financial oversight and controls expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ryan Companies | Chief Financial and Administrative Officer | Since 2019 | Finance, capital allocation, administrative leadership |
| Mill City Capital | Co-founder and Managing Director | 2010–2018 | Private equity investing, portfolio oversight |
| Goldner Hawn Johnson & Morrison | CFO and Managing Director | 2004–2010 | Financial leadership at PE firm |
| KPMG LLP | Partner | Years not disclosed | Auditing, financial reporting expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Solar, Inc. | Director | Years not disclosed | Audit Committee financial expert; contributes to financial accounting controls and reporting oversight |
Board Governance
- Committee assignments: Audit (Chair); other standing committees are Compensation and Governance & Corporate Responsibility (Lisa chairs Audit only) .
- Independence: Audit Committee composed entirely of independent directors under Nasdaq rules; Board determined each Audit Committee member meets independence standards; Kro is qualified as an SEC “audit committee financial expert” .
- Audit Committee engagement: Oversight of reporting practices, internal controls, compliance, enterprise risk including quarterly cybersecurity risk evaluations; appointed/oversee KPMG LLP; committee met eight times in fiscal 2025 .
- Board attendance: Board held four meetings in fiscal 2025; each director attended more than 80% of aggregate Board and applicable committee meetings; all current directors joined the webcast for the 2024 Annual Meeting; independent directors met in executive session after each regular Board meeting .
- Election status: Nominated for re-election in 2025 to a three-year term expiring in 2028, following recommendation by the Governance & Corporate Responsibility Committee; majority vote standard in uncontested elections with a resignation policy upon majority-against outcome .
Fixed Compensation
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Fees Earned/Deferred or Paid in Cash ($) | $125,000 | $132,500 |
| Stock Awards ($) | $125,000 | $132,500 |
| Stock Options ($) | $0 (no options reported in director compensation table) | $0 (no options for Lisa; only M.R. Smith had options outstanding) |
| All Other Compensation ($) | $0 | $0 |
| Total ($) | $250,000 | $265,000 |
| Structural Elements | FY 2024 | FY 2025 |
|---|---|---|
| Standard annual director compensation | $230,000 | $240,000 |
| Audit Committee Chair additional fee | $20,000 | $25,000 |
| Minimum equity component of Annual Fee | ≥50% of Annual Fee must be equity (shares, DSUs, or options) | ≥50% of Annual Fee must be equity (shares, DSUs, or options) |
| Option terms (if elected) | Fully vested at grant; 10-year expiry | Fully vested at grant; 10-year expiry |
| Director Deferred Compensation Plan (availability) | Deferred cash account or deferred RSUs/DSUs; Rabbi Trust funding | Deferred cash account or deferred DSUs; Rabbi Trust funding |
Performance Compensation
Directors do not have performance-based compensation metrics tied to their pay; annual fees are delivered in cash/equity at director election with minimum equity requirements and optional option grants that are fully vested at grant (no performance hurdles). Deferred stock units accrue dividend equivalents; no director-specific bonus, performance PSU, or incentive metrics are disclosed for non-employee directors .
| Compensation Component | Terms | Notes |
|---|---|---|
| Equity election minimum | ≥50% of Annual Fee in equity (shares, DSUs, or options) | Alignment mechanism; not performance-based |
| Options (if elected) | Fully vested; 10-year term | No vesting conditions tied to performance |
| Deferred stock units | Credited at market price; accrue dividend equivalents; paid in shares at specified time | No voting rights until issuance |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | First Solar, Inc. |
| Committee roles at other boards | Audit Committee financial expert at First Solar |
| Interlocks | Compensation Committee interlocks were reviewed in FY 2024; none involved Company officers or relationships requiring related-party disclosure; Lisa is not on the Compensation Committee |
Expertise & Qualifications
- Financial expert: SEC “audit committee financial expert” designation; deep audit, internal control, and financial reporting oversight .
- Capital markets/private equity: Senior finance roles at PE firms (Mill City Capital; Goldner Hawn Johnson & Morrison) .
- Public accounting: Former KPMG LLP partner; auditing and GAAP fluency .
- Risk oversight: Leads quarterly cybersecurity risk evaluation oversight as Audit Chair; engages in ERM oversight .
Equity Ownership
| As of Record Date (Aug 15, 2025) | Value |
|---|---|
| Beneficial ownership (shares) | 52,406 |
| Percent of class | <1% |
| Shares outstanding (context) | 68,464,446 |
| Options exercisable within 60 days | None for Lisa; only M.R. Smith had 18,281 options |
| Deferred stock units credited | Not separately listed for Lisa in the DSU footnote; DSUs disclosed for certain other directors |
| Stock ownership guideline | 2025: encouraged to hold ≥2.5× standard annual director retainer within five years; equity interest required after one year |
| Prior guideline (for context) | 2024: encouraged to hold ≥5× annual cash retainer within five years; equity interest required after one year |
Governance Assessment
- Strengths: Independent Audit Chair with SEC “financial expert” designation; robust committee activity (8 meetings in FY2025); clear risk oversight mandate including cybersecurity; strong attendance (>80% of Board/committee meetings); equity alignment via mandatory equity component of Annual Fee .
- Alignment: Mix of cash and equity ($132,500/$132,500 in FY2025) and stock ownership guidelines promote skin-in-the-game; no personal options outstanding reduces potential for option-related conflicts .
- Potential conflicts/related-party exposure: Proxy outlines a formal related-party transaction review policy; no specific related-party transactions involving directors are identified in the sections reviewed .
- Red flags observed: None disclosed in retrieved sections regarding hedging/pledging, option repricing, or legal proceedings; Section 16 filings reported timely .