Michael C. Smith - Director | MILLERKNOLL (MLKN) Executive Profile & Compensation

About Michael C. Smith

Michael C. Smith, age 55, has served as an independent director of MillerKnoll since 2019 and is Chair of the Compensation Committee. He is Co‑Founder and General Partner at Footwork Venture Capital (since 2021), and previously served as President and Chief Operating Officer (and interim CFO) of Stitch Fix (2019–2021), and earlier as COO of Walmart.com, bringing deep expertise in eCommerce operations, customer experience, and finance that aligns with MillerKnoll’s digital and consumer engagement priorities .

Past Roles

Organization	Role	Tenure	Committees/Impact
Footwork Venture Capital	Co‑Founder & General Partner	Since 2021	Early‑stage investing; digital commerce expertise leveraged for customer experience initiatives
Stitch Fix, Inc.	President & COO; interim CFO	2019–2021	Scaled business from start‑up to public company; operations, finance leadership
Walmart.com	Chief Operating Officer	Not disclosed (prior to Stitch Fix)	Oversaw operations for ~$5B division; multichannel capabilities

External Roles

Organization	Role	Tenure	Committees/Impact
Ulta Beauty, Inc.	Director	Not disclosed in MLKN proxy	Not disclosed in MLKN proxy

Board Governance

Committee assignments: Chair, Compensation Committee; the committee met 5 times in fiscal 2025 .
Board and committee attendance: Board held 4 meetings; each director attended >80% of aggregate Board and applicable committee meetings; independent directors met in executive session after each regularly scheduled Board meeting .
Independence: The Board determined all directors other than the CEO are independent under Nasdaq rules; all members of the Compensation, Audit, and Governance & Corporate Responsibility Committees meet applicable independence standards .
Other committees: Audit Committee met 8 times; Governance & Corporate Responsibility Committee met 5 times in fiscal 2025 .
Re‑nomination: The Board nominated Michael C. Smith for re‑election at the 2025 Annual Meeting .
Interlocks and related party: Compensation Committee members (including Smith) have not been officers/employees and had no related‑party transactions requiring disclosure; no MLKN executive officer served on a board/comp committee of an entity with reciprocal service by our executives .
Related‑party transactions policy: Governance & Corporate Responsibility Committee reviews/approves transactions; criteria include arm’s‑length terms and independence impacts .

Fixed Compensation

Component	Fiscal 2025 Amount	Notes
Annual fees (cash or deferred)	$130,000	Directors could elect cash, shares, options, deferred cash, deferred stock units, or contribution to Relief Fund; minimum 50% equity component required
Stock awards (grant‑date fair value)	$130,000	Computed per FASB ASC 718
Committee chair fee	Included (+$20,000)	Compensation Committee Chair receives additional $20,000; standard annual director compensation is $240,000
Total	$260,000	Mix reflects 50% equity minimum alignment
Perquisites	<$10,000	Director product discount program; taxable benefit; generally under $10,000 per director

Performance Compensation

Directors do not receive performance‑based bonuses; equity election is part of annual fee structure and options (if elected) are typically fully vested on grant with 10‑year terms .
As Compensation Committee Chair, Smith oversees NEO pay programs tied to explicit performance metrics:

Company Performance Metrics Used in NEO Pay (Fiscal 2025)	Definition/Use
EBITDA, As Adjusted	AIP/LTIP measure (adjusted)
Operating Earnings, As Adjusted	AIP/LTIP measure (adjusted)
Revenue	AIP/LTIP measure
Relative Total Shareholder Return (rTSR)	LTIP performance measure

Say‑on‑pay support: ~96% approval in 2024; the Committee (chaired by Smith) considered feedback and affirms pay‑for‑performance alignment .

Other Directorships & Interlocks

Type	Entity	Relationship	Notes
Public company board	Ulta Beauty, Inc.	Director	Disclosed as “Other Public Directorships”
Committee interlocks	None	N/A	No interlocks or related‑party transactions for Compensation Committee members

Expertise & Qualifications

Digital commerce and operations leadership; customer experience; finance; scaled multi‑brand consumer platforms .
Governance experience: Compensation Committee Chair; contributes to executive compensation oversight and equity plan administration .
Sector perspective: Consumer retail/eCommerce exposure complements MillerKnoll’s omnichannel and brand growth priorities .

Equity Ownership

Holder	Shares Beneficially Owned	% of Class	Notes
Michael C. Smith	30,810	<1%	No outstanding stock options; only Michael R. Smith held 18,281 fully‑vested options as of 5/31/2025
Stock ownership guideline	≥2.5x standard annual director retainer within 5 years	Policy	Directors must elect at least 50% of Annual Fee in equity (shares, DSUs, options)

Governance Assessment

Board effectiveness and independence: Strong independence posture and committee structure; Smith’s leadership on Compensation Committee plus >80% attendance supports engagement and oversight quality .
Pay‑for‑performance signal: High say‑on‑pay support (~96%) corroborates shareholder confidence in compensation governance under Smith’s chairmanship .
Alignment: Director pay structure enforces 50% equity minimum and stock ownership guidelines, reinforcing skin‑in‑the‑game; Smith’s 50/50 cash/equity mix for FY2025 aligns with policy .
Conflicts: No related‑party transactions or compensation committee interlocks disclosed; company has formal related‑party review policy—no red flags identified tied to Smith .
Attendance/engagement: Committee and Board meeting frequency and minimum attendance thresholds met; independent director executive sessions after each Board meeting strengthen oversight without management present .

RED FLAGS: None disclosed specific to Michael C. Smith. No related‑party transactions, no interlocks, and no options outstanding that could create misalignment; per‑director perquisites are immaterial .