Megan C. Lyon
MILLERKNOLLAbout Megan C. Lyon
Megan C. Lyon is Chief Strategy and Technology Officer at MillerKnoll (MLKN), elected as an executive officer in 2019; she was age 45 as of May 31, 2025 and previously served as Chief Strategy Officer after joining on February 4, 2019 . Prior to MLKN, Lyon was a Partner and Managing Director at Boston Consulting Group, leading the West Coast consumer and retail practice; she holds an MBA with distinction from Northwestern’s Kellogg School and a BS in Managerial Economics from UC Davis . Company performance context during her executive tenure shows revenue moderating post FY2023 with EBITDA (as adjusted) remaining resilient and TSR fluctuating, aligning the executive pay program with EBITDA and revenue goals plus an rTSR modifier .
Company performance context
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|---|
| Revenues ($USD Millions) | $2,465.1 | $3,946.0 | $4,087.1 | $3,628.4 | $3,669.9 |
| EBITDA, As Adjusted ($USD Millions) | $336.0 | $347.5 | $382.8 | $388.8 | $355.3 |
| Company TSR – value of $100 investment ($) | $210.48 | $137.73 | $66.45 | $132.65 | $83.91 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Boston Consulting Group (BCG) | Partner & Managing Director; led West Coast consumer/retail practice | Not disclosed | Led corporate development, marketing/sales/pricing; global client work across U.S., Japan, China, SE Asia, South America |
Fixed Compensation
| Year | Base salary ($) | Target bonus (% of salary) | Actual bonus paid ($) | Notes |
|---|---|---|---|---|
| 2020 | 481,315 | 65% | 216,592 | AIP metric: Adjusted Operating Income; company performance factor 0.6923 |
| 2021 | 474,784 | 65% | 308,610 | AIP metric: Adjusted Operating Income; capped at 100% of target due to pandemic design |
Performance Compensation
Long-term equity design applicable to executive officers during tenure
| Element | Metric(s) | Weighting | Vesting / payout | Design notes |
|---|---|---|---|---|
| PSUs (FY2025 grants) | 50% EBITDA, As Adjusted; 50% Revenue; rTSR ±25% modifier | 60% of LTI for “Other NEOs”; same vehicles used broadly | Three annual performance periods; all eligible to vest July 22 following the 3-year period | rTSR modifier: 25th percentile=0.75x; 55th=1.0x; 75th=1.25x; overall cap 200% |
| RSUs (FY2025 grants) | Time-based | 40% of LTI for “Other NEOs” | Vests 33.3%/33.3%/33.4% on July 22 annually, post 1st anniversary | Dividend equivalents accrue as additional RSUs |
| AIP (FY2024–FY2025) | EBITDA, As Adjusted | 100% | Payout 0–200% of target | Company-wide design for NEOs and salaried executives |
| PSUs (FY2024 grants) | EBITDA, As Adjusted + rTSR modifier | 25% PSUs for “Other NEOs” (CEO 50%) | Three annual performance periods; eligible to vest Aug 1 post 3 years | rTSR modifier ±25% with 200% cap |
| Premium-priced stock options (FY2024) | Stock price appreciation | 50% options for “Other NEOs” | 3-year ratable vesting | $20.00 strike (~16% premium to grant-date close) |
Megan C. Lyon – awarded units during NEO tenure
| Grant year | Stock options (#) | RSUs (#) | PSUs (#) |
|---|---|---|---|
| 2021 | 27,447 | 7,822 | 6,531 |
Annual incentive outcomes (context during NEO tenure)
| Year | Metric | Target | Actual | Payout | Vesting / settlement |
|---|---|---|---|---|---|
| 2020 | Adjusted Operating Income | Company plan | COVID-adjusted factor 0.6923 | 69.23% of target (e.g., $216,592 for Lyon) | Cash (deferral available under Executive Equalization Retirement Plan) |
| 2021 | Adjusted Operating Income | Company plan | Exceeded target; payout capped | 100% of target (e.g., $308,610 for Lyon) | Cash (deferral available) |
Equity Ownership & Alignment
| Date/record | Total beneficial ownership (shares) | % of shares outstanding | Breakdown | Pledging/hedging | Ownership guideline |
|---|---|---|---|---|---|
| Aug 13, 2021 | 26,354 | 0.03% | Includes 23,033 options exercisable within 60 days (vested) | Hedging and pledging prohibited by policy | Executives with LTI target ≥100% of salary must hold 4x base salary; 40% retention of vested shares until met |
Employment Terms
| Provision | Terms |
|---|---|
| Employment status | Executive officers are generally “at will”. |
| Severance program | If terminated without malfeasance or voluntary separation: 18 months of base salary; health insurance maintained; subject to non-compete and non-solicit during salary continuation; requires release of claims . |
| Change-in-control (CIC) | CIC agreements provide double-trigger severance for NEOs to ensure continuity during transactions; potential payments described in proxy; not disclosed for non-NEO executives . |
| Clawbacks | Mandatory recovery of incentive comp if restated under SEC 10D; discretionary recovery for improper conduct irrespective of restatement . |
| Anti-hedging/anti-pledging | Directors and executive officers are prohibited from hedging and pledging MLKN stock . |
| Deferred compensation | Executive Equalization Retirement Plan allows deferral up to 50% salary and 100% AIP; company “mirror” contributions above statutory ceiling; Lyon’s FY2021 deferrals: $25,889; company contributions: $28,473; year-end balance $64,207 . |
Compensation Structure Analysis
- Shift from options to PSUs/RSUs: FY2025 program removed options, increased emphasis on PSUs (60%) and RSUs (40%), tightening line-of-sight to EBITDA and revenue outcomes with an rTSR modifier; FY2024 used premium-priced options alongside RSUs/PSUs .
- Governance practices: No excise tax gross-ups, no option repricing, no guaranteed incentive comp; strong clawbacks, ownership requirements, and anti-hedging/pledging policies .
Compensation Peer Group and Say-on-Pay
| Item | FY2024 | FY2025 |
|---|---|---|
| Compensation peer group (examples) | American Woodmark, La‑Z‑Boy, Steelcase, Leggett & Platt, Tempur Sealy, JELD‑WEN, RH, Wayfair, Williams‑Sonoma, HNI, UFP Industries, Sleep Number (and Masonite at the time) | American Woodmark, Leggett & Platt, Somnigroup, Floor & Decor, Masonite, UFP Industries, Fortune Brands Innovations/MasterBrands, Wayfair, HNI, RH, Williams‑Sonoma, JELD‑WEN, Sleep Number, La‑Z‑Boy, Steelcase |
| Market positioning | Benchmarked to median market compensation via Pay Governance, WTW, Aon Radford | Benchmarked to median market compensation via Pay Governance, WTW, Aon Radford |
| Say‑on‑pay vote | Not shown here | For: 56,495,979; Against: 2,623,598; Abstain: 130,507; Broker non‑votes: 4,664,217 |
Investment Implications
- Alignment and retention: Lyon’s role oversees strategy/technology amid an incentive framework weighted to EBITDA/revenue plus rTSR, with strict anti‑hedging/pledging and ownership requirements—positive for pay‑for‑performance and shareholder alignment .
- Selling pressure and vesting cadence: Executives’ RSUs vest annually (July 22 post‑FY2025 program) and PSUs cliff on completion of the 3‑year cycle, potentially creating periodic supply; however, retention requirements (40% of vested shares until guidelines met) mitigate near‑term selling .
- Risk controls: Double‑trigger CIC for NEOs, robust clawbacks, and prohibition of pledging reduce governance risk; no tax gross‑ups or option repricing curbs shareholder‑unfriendly practices .
- Performance backdrop: Revenues stabilized in FY2025 while EBITDA remained solid and TSR volatile; the increased PSU weighting and multi‑metric design suggest continued emphasis on durable financial improvement and rTSR relative positioning, aligning strategy execution with incentive outcomes .