XML 106 R18.htm IDEA: XBRL DOCUMENT
v3.24.2

Stock-Based Compensation | 12 Months Ended
--- | ---
Jun. 01, 2024
Share-Based Payment Arrangement [Abstract] |
Stock-Based Compensation | Stock-Based Compensation The Company utilizes stock-based compensation incentives as a component of its employee and non-employee director and officer compensation philosophy. A c ommittee of the Board of Directors determines the terms of the awards granted and may grant various forms of equity-based incentive compensation. Currently, these incentives consist principally of stock options, restricted stock units, performance stock units, deferred stock units, and restricted shares. For all stock-based compensation plans, the Company issues authorized but unissued shares to fulfill plan terms. Since the inception of the employee stock purchase plan, 5,500,000 shares of common stock have been authorized for issuance and 1,607,130 shares remain available for future purchases as of June 1, 2024. At June 1, 2024, there were 16,464,945 shares authorized for issuance under active long-term incentive compensation plans: 7,182,670 and 8,300,000 shares authorized under the MillerKnoll, Inc. 2020 Long Term Incentive Plan and the MillerKnoll, Inc. 2023 Long-Term Incentive Plan (jointly referred to as the "LTIP"), respectively, and 982,275 shares authorized under the Knoll, Inc. 2021 Stock Incentive Plan, (the "SIP"), as amended. There were 8,141,266 shares available for issuance under the LTIP and 168,682 under the SIP as of June 1, 2024. Valuation and Expense Information The Company measures the cost of employee services received in exchange for an award of equity instruments based on the fair value of the award on the date of grant. This compensation expense is recognized over the requisite service period, which includes any applicable performance period. Certain Company stock-based compensation awards contain provisions that allow for continued vesting into retirement. Stock-based awards are considered fully vested for expense attribution purposes when the employee's retention of the award is no longer contingent on providing subsequent service. The Company classifies pre-tax stock-based compensation expense primarily within Operating expenses in the Consolidated Statements of Comprehensive Income. Excluding fully vested and non-forfeitable deferred stock units described under "Director Fees and Director Deferred Compensation Plan" below, pre-tax compensation expense and the related income tax benefit for all types of stock-based programs were as follows for the periods indicated:
(In millions) | June 1, 2024 |  | June 3, 2023 |  | May 28, 2022
Employee stock purchase program | $ | 0.5 |  |  | $ | 0.5 |  |  | $ | 0.5 |
Stock options | 7.7 |  |  | 5.7 |  |  | 3.6 |
Restricted stock units | 8.7 |  |  | 9.4 |  |  | 15.3 |
Performance share units | 3.4 |  |  | 3.5 |  |  | 2.8 |
Restricted stock awards | 0.3 |  |  | 1.1 |  |  | 9.2 |
Total | $ | 20.6 |  |  | $ | 20.2 |  |  | $ | 31.4 |
Tax benefit | $ | 5.0 |  |  | $ | 4.9 |  |  | $ | 7.7 |
As of June 1, 2024, total pre-tax stock-based compensation cost not yet recognized related to non-vested awards was approximately $14.8 million. The weighted-average period over which this amount is expected to be recognized is 1.2 years. General terms, activity, and valuation methodology for each of the Company's stock-based compensation plans are as follows: Employee Stock Purchase Program The Company has an employee stock purchase plan (“ESPP”) which allows for eligible employees to participate in the purchase of shares of the Company’s common stock at a price equal to 85% of the closing price on the date of purchase, which coincides with the last trading day of each fiscal quarter. The ESPP is considered a liability award with estimated expense recognized over the three-month offering period which is subsequently adjusted to actual expense based on the fair value as of the date of purchase. Shares of common stock purchased under the ESPP were 139,211, 185,551, and 87,562 during the fiscal years ended 2024, 2023 and 2022 respectively. Stock Options The Company grants options to purchase the Company's stock to certain key employees and non-employee directors under its LTIP. Under the current award program, all options become exercisable between one year and three years from the date of grant and expire ten years from the date of grant. Most options are subject to graded vesting, and the related compensation expense is based on the fair value of the stock options on the date of grant using the Black-Scholes model and is recognized on a straight-line basis over the requisite service period. In fiscal 2024, there were two stock option valuation dates. In fiscal 2023, there was one stock option valuation date, but two valuations. In fiscal 2022, there were two stock option valuation dates. Therefore, the table below has been presented with the assumptions relevant to each valuation date. The Company generally estimated the fair value of stock options on the date of grant using the Black-Scholes model; however, in fiscal 2023 the Hull-White I lattice model was used where historical expected term data for the option conditions was not prevalent. In determining these values, the following weighted-average assumptions were used for the options granted during the fiscal years indicated:
|  | 2024 |  | 2023 |  | 2022
Valuation Method |  | Black-Scholes |  | Hull-White I(1) | Black-Scholes |  | Black-Scholes
Risk-free interest rates (2) |  | 3.76% to 3.94% |  | 2.91% | 3.01% |  | 0.47%
Hull-White I barrier(3) |  | N/A |  | 1.36 | N/A |  | N/A
Expected term of options (4) |  | 4.9 years |  | N/A | 3.4 years |  | 3.3 years
Expected volatility (5) |  | 49.33% to 50.26% |  | 37.09% | 51.58% |  | 49.03%
Dividend yield (6) |  | 2.9% to 4.79% |  | 2.52 | % | 2.50 | % |  | 1.64 | %
Weighted-average grant-date fair value of stock options: |  |  |  |  |  |  |
Granted with exercise prices equal to the fair market value of the stock on the date of grant |  | $ | 9.61 |  |  | N/A | $ | 9.43 |  | $13.87-$14.36
Granted with exercise prices greater than the fair market value of the stock on the date of grant |  | $ | 4.94 |  |  | $ | 5.74 | N/A |  | N/A
(1) A conservative post-vest cancel rate of 0.00% was applied under the assumption that the options will be exercised. (2) Represents term-matched, zero-coupon risk-free rate from the Treasury Constant Maturity yield curve, continuously compounded. (3) Represents historical average of Section 16 Officers in-the-money exercise ratio from Company’s historical data through May 27, 2022. (4) Represents historical settlement data, using midpoint scenario with 1-year grant date filter assumption for outstanding options. (5) The blended volatility approach was used. 90% term-matched historical volatility from daily stock prices and 10% weighted average implied volatility from the 30 days preceding the grand date for fiscal 2024 and the 90 days preceding the grant date for fiscal 2023 and 2022. (6) Represents the quarterly dividend divided by the three-month average stock price as of July 14, 2023 and January 12, 2024, July 7 and 12, 2022, and July 9, 2021, for 2024, 2023, and 2022, respectively. The following is a summary of stock option activity during fiscal 2024:
| Shares Under Option |  | Weighted-Average Exercise Prices |  | Aggregate Intrinsic Value (in millions) |  | Weighted-Average Remaining Contractual Term (Years)
Outstanding at June 3, 2023 | 2,204,200 |  |  | $ | 28.33 |  |  | $ | — |  |  | 7.3
Granted | 2,517,980 |  |  | 20.02 |  |  |  |  |
Exercised | (74,096) |  |  | 22.98 |  |  |  |  |
Forfeited or expired | (238,692) |  |  | 21.24 |  |  |  |  |
Outstanding at June 1, 2024 | 4,409,392 |  |  | 24.06 |  |  | 23.0 |  |  | 7.8
Exercisable at end of period | 1,697,879 |  |  | $ | 27.03 |  |  | $ | 5.6 |  |  | 5.9
The weighted-average remaining recognition period of the outstanding stock options at June 1, 2024 was 1.24 years. The total pre-tax intrinsic value of options exercised during fiscal 2024, 2023 and 2022 was $0.4 million, $0.4 million and $1.8 million, respectively. The aggregate intrinsic value in the preceding table represents the total pre-tax intrinsic value, based on the Company's closing stock price as of the end of the period presented, the options were not in-the-money as of that date. Total cash received during fiscal 2024 from the exercise of stock options was approximately $1.7 million. Restricted Stock Units The Company grants time-based restricted stock units to certain key employees under its LTIP. As of the end of fiscal 2024, awards outstanding generally cliff-vest or vest ratably over a three-year service period. Prorated vesting occurs under certain circumstances and full or partial accelerated vesting occurs upon retirement. Awards granted in fiscal 2024 had a graded vesting schedule of 25%, 25%, and 50% after the first, second, and third year, respectively. Each restricted stock unit represents one equivalent share of the Company's common stock to be issued, free of restrictions, after the vesting period. Compensation expense is based on the grant-date fair value and recognized on a straight-line basis over the requisite service period. Dividend reinvestment units are credited on the dividend payable date and vest with the underlying shares. The units do not entitle participants to the rights of holders of common stock, such as voting rights, until shares are issued after vesting. In conjunction with the acquisition of Knoll, Inc. on July 19, 2021, outstanding restricted stock unit awards previously granted under a Knoll stock compensation plan were automatically converted into MillerKnoll awards at the identified equity award exchange ratio, with each converted unit representing one equivalent share of the Company's common stock to be issued, free of restrictions, after the vesting period. The awards generally cliff-vest after a three-year service period from the original date of grant. The converted units do not entitle participants to the rights of holders of common stock, such as voting rights, until shares are issued after vesting. Restricted stock units awarded under a Knoll stock compensation plan are entitled to dividend rights, and dividend equivalents are accrued on the dividend record date. Upon vesting of the underlying shares, accrued dividend equivalents are paid in cash. As of the end of fiscal 2024, the restricted stock unit awards previously granted under the Knoll stock compensation plan and converted into MillerKnoll awards were fully vested and released. The following is a summary of restricted stock unit activity during fiscal 2024:
| Share Units |  | Weighted Average Grant-Date Fair Value |  | Aggregate Intrinsic Value (in millions) |  | Weighted-Average Remaining Contractual Term (Years)
Outstanding at June 3, 2023 | 684,341 |  |  | $ | 31.83 |  |  | $ | 9.9 |  |  | 1.0
Granted | 719,780 |  |  | 17.30 |  |  |  |  |
Forfeited | (145,580) |  |  | 23.53 |  |  |  |  |
Released | (327,894) |  |  | 31.75 |  |  |  |  |
Outstanding at June 1, 2024 | 930,647 |  |  | $ | 21.92 |  |  | $ | 25.9 |  |  | 1.2
The weighted-average remaining recognition period of the outstanding restricted stock units at June 1, 2024, was 1.3 years. The total market value of the units that vested during the twelve months ended June 1, 2024, was $7.0 million. In addition, $65.0 thousand in accrued cash dividends were paid upon vesting of the underlying shares of converted Knoll awards. The weighted-average grant-date fair value of restricted stock units granted during 2024, 2023, and 2022 was $17.30, $27.76, and $44.25, respectively. The intrinsic value presented above includes $7.8 thousand in accrued cash dividends on the underlying shares of outstanding converted Knoll restricted stock unit awards. Performance Stock Units The Company grants performance-based restricted stock units, commonly referred to as performance stock units, to certain key employees under its LTIP that vest subject to the satisfaction of pre-established financial and non-financial metrics. Each performance stock unit represents one equivalent share of the Company's common stock. The number of shares of Company common stock ultimately issued in connection with these performance stock units will be determined based on attainment of the pre-established metrics over a defined three-year service period. For members of the executive leadership team, this calculation is adjusted by a relative total shareholder return modifier on their performance-based equity awards granted in fiscal year 2022 and 2023. For fiscal 2024, this calculation is adjusted by a relative total shareholder return modifier on all performance-based awards granted. Compensation expense is recognized over the requisite service period on a straight-line basis and based on the grant-date fair value. For certain awards incorporating a market condition, grant-date fair value is determined using a Monte Carlo simulation. For each tranche, fair value is determined on the date performance metrics are approved. Performance stock units awarded under the LTIP do not have dividend rights. In conjunction with the acquisition of Knoll, Inc. on July 19, 2021, outstanding performance stock unit awards previously granted under a Knoll stock compensation plan were automatically converted into MillerKnoll awards with each converted unit representing one equivalent share of the Company's common stock. The number of common shares ultimately issued in connection with these performance stock units will be determined based on the attainment of a pre-established financial metric over a five-year service period ending December 31, 2023. The converted units do not entitle participants to the rights of holders of common stock, such as voting rights, until shares are issued after vesting. Performance stock units awarded under Knoll stock compensation plans are entitled to dividend rights, and dividend equivalents are accrued on the dividend record date. Upon vesting of the underlying shares, accrued dividend equivalents are paid in cash. As of the end of fiscal 2024, the performance stock unit awards previously granted under the Knoll stock compensation plan and converted into MillerKnoll awards were fully vested and released. The following is a summary of performance stock unit activity during fiscal 2024:
| Share Units |  | Weighted Average Grant-Date Fair Value |  | Aggregate Intrinsic Value (in millions) |  | Weighted-Average Remaining Contractual Term (Years)
Outstanding at June 3, 2023 | 350,971 |  |  | $ | 34.41 |  |  | $ | 5.2 |  |  | 1.2
Granted | 253,623 |  |  | 18.39 |  |  |  |  |
Forfeited | (41,198) |  |  | 29.45 |  |  |  |  |
Released | (121,043) |  |  | 40.56 |  |  |  |  |
Outstanding at June 1, 2024 | 442,353 |  |  | $ | 23.91 |  |  | $ | 12.2 |  |  | 1.0
The weighted-average remaining recognition period of the outstanding performance stock units at June 1, 2024, was 0.47 years. The total market value for shares vested in a prior fiscal year but deferred that were released during the twelve months ended June 1, 2024, was $21.0 thousand; the fair value for shares vested during the twelve months ended June 1, 2024, was $2.7 million. In addition, $178.9 thousand in accrued cash dividends were paid upon vesting the underlying shares of converted Knoll awards. The weighted-average grant-date fair value of performance stock units granted during fiscal 2024, 2023, and 2022 was $18.39, $27.30, and $43.06, respectively. Restricted Stock Awards In conjunction with the acquisition of Knoll, Inc. on July 19, 2021, outstanding restricted stock awards previously granted under a Knoll stock compensation plan were automatically converted into MillerKnoll awards at the identified equity award exchange ratio with each converted unit then representing one equivalent share of the Company's common stock to be issued, free of restrictions, after the vesting period. The awards generally cliff-vest after a three-year service period from the original date of grant. The restricted stock awards do not entitle the employee to rights of holders of common stock, such as voting rights, until restrictions are released after vesting. The Company recognizes the related compensation expense on a straight-line basis over the requisite service period. Restricted stock awards granted under Knoll's stock compensation plans are entitled to dividend rights, and dividend equivalents are accrued on the dividend record date. Upon vesting of the underlying shares, accrued dividend equivalents are paid in cash. As of the end of fiscal 2024, the restricted stock awards previously granted under the Knoll stock compensation plan and converted into MillerKnoll awards were fully vested and released. The following is a summary of restricted stock activity during fiscal 2024:
| Share Units |  | Weighted-Average Grant-Date Fair Value
Outstanding at June 3, 2023 | 34,743 |  | $ | 44.36 |
Granted | — |  |  | — |
Forfeited | (983) |  | 44.33 |
Released | (33,760) |  | 44.36 |
Outstanding at June 1, 2024 | — |  | $ | — |
The total market value for shares that vested during the twelve months ended June 1, 2024, was $1.1 million. In addition, $73.0 thousand in accrued cash dividends were paid upon vesting the underlying shares of converted Knoll awards. There were no restricted stock awards granted in fiscal 2024, 2023, or 2022. Executive Deferred Compensation Plan The MillerKnoll, Inc. Executive Equalization Retirement Plan, as amended (the "Executive Equalization Plan"), is a supplemental deferred compensation plan that was made available for salary deferrals and Company contributions beginning in January 2008. The plan is available to a select group of management or highly compensated employees who are selected for participation by the Compensation Committee of the Board of Directors. The plan allows participants to defer up to 50% of their base salary and up to 100% of their incentive cash bonus. Company contributions to the plan “mirror” the amounts the Company would have contributed to the various qualified retirement plans had the employee's compensation not been above the IRS statutory ceiling ($345,000 in 2024). The Company does not guarantee a rate of return for amounts deferred pursuant to this plan. Instead, participants make investment elections for their deferrals and Company contributions which are subject to market conditions. Investment options are closely aligned to those available under the MillerKnoll Retirement Plan, except for the Company stock fund. In the Executive Equalization Plan, investment options are the same as those available under the MillerKnoll Retirement Plan, except the Company stock fund is excluded from the Executive Equalization Plan. At the time(s) specified by the participant for receipt of this deferred compensation, these deferred amounts will be paid to the participant in cash. In accordance with the terms of the Executive Equalization Plan and the Director Plan described below, participant deferrals and Company contributions have been placed in a Rabbi trust. The assets in the Rabbi trust remain subject to the claims of creditors of the Company and are not the property of the participant. Investments in securities other than the Company's common stock are included within the Other assets line item, while the remaining investments in the Company's stock are included in the line item Deferred compensation plan in the Company's Consolidated Balance Sheets. A liability of the same amount is recorded on the Consolidated Balance Sheets within the Other liabilities line item. Realized and unrealized gains and losses for investment assets other than Company common stock are recognized within the Company's Consolidated Statements of Comprehensive Income in the Interest and other investment income line item. The associated changes to the liability are recorded as compensation expense within the Selling, general and administrative line item within the Company's Consolidated Statements of Comprehensive Income. The net effect of any change to the asset and corresponding liability is offset and has no impact on net earnings in the Consolidated Statements of Comprehensive Income. Director Fees and Director Deferred Compensation Plan The Company's non-employee directors may elect to receive their director fees in one or more of the following forms: cash, deferred cash, unrestricted Company shares at the market value at the date of grant, stock options, or shares of common stock to be received on a deferred basis, as described below. Stock options granted as director compensation are fully vested upon grant, expire in 10 years, and have an exercise price equal to the fair market value of the Company's common stock on the date of grant. Beginning in January 2022, not less than 50% of annual director fees must be paid in the form of Company equity. The Amended and Restated MillerKnoll, Inc, Director Deferred Compensation Plan (the "Director Plan") allows non-employee directors of the Company to defer all or a portion of their annual director fees in either a deferred cash account or, beginning in January 2022, a deferred stock account. In the deferred cash account, investment options are the same as those available under the MillerKnoll Retirement Plan, except for the Company stock fund is excluded from the deferred cash account. At the time(s) specified by the director for receipt of this deferred compensation, these deferred amounts will be paid to the director in cash. In the deferred stock account, deferred stock units (“DSUs”) are credited to the director with each unit representing one equivalent share of the Company's common stock to be issued after the deferral period. The deferred stock units are valued at the market price of the Company's common stock on the date of grant, and the value of the units credited are expensed on the date of grant. Each time a dividend is paid on the Company's common stock, the director is credited with dividend equivalent units. At the time(s) specified by the director for receipt of this deferred compensation, these deferred amounts will be paid to the director in shares of the Company's common stock. The units do not entitle the directors to the rights of holders of common stock, such as voting rights, until shares are issued. During fiscal year 2024, 16,490 DSUs were credited and 9,027 DSUs were released to directors pursuant to the Director Plan. The total fair value of deferred stock units issued during fiscal year 2024 was $0.4 million. At June 1, 2024, there were 50,682 deferred stock units outstanding, all of which are vested, with an aggregate intrinsic value of $1.4 million. The weighted-average grant date fair value of deferred stock units granted during 2024, 2023, and 2022 was $25.47, $22.73 and $37.34 per share, respectively. All amounts deferred by directors pursuant to the Director Plan are fully vested and nonforfeitable. The following amounts and types of Company equity were issued to non-employee directors during the fiscal years indicated:
| 2024 |  | 2023 |  | 2022
Shares of common stock | 31,379 |  |  | 27,785 |  |  | 23,255 |
Deferred stock units pursuant to the Director Plan | 16,490 |  |  | 25,230 |  |  | 15,664 |
Stock options | 8,377 |  |  | — |  |  | — |

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/718/tableOfContent Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2)(i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (l) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration