DEF 14A 1 kbalproxyfy2021def.htm KIMBALL INTERNATIONAL, INC. DEF 14A Document
Kimball International, Inc.
Shareholder Annual Meeting in a DEF 14A on 09/13/2021   Download
SEC Document
SEC Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION
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Exchange Act of 1934 (Amendment No. )

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Kimball International, Inc.

(Name of Registrant as Specified in its Charter)


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September 13, 2021

Dear Fellow Shareholders:
We welcome you to join our Annual Meeting of Shareholders on October 26, 2021, at 9:30 a.m. EDT.
In fiscal 2021, we managed well during a difficult year and took important strategic actions to accelerate our growth coming out of the height of the pandemic. We streamlined our operations and achieved another year of substantial cost savings while improving overall efficiency. In addition to developing a new go-to-market strategy around key end markets, we accelerated our growth potential with the acquisition of Poppin. Poppin is a tech-enabled, market-leading B2B commercial furniture design company. This acquisition brings us deep expertise in digital marketing, direct sales and industrial design, and transformed our organization into a leading omnichannel commercial furnishings company.

Our positioning in the Workplace end market continues to benefit from our product portfolio, which is mostly comprised of ancillary products that foster collaboration, learning and teamwork. We also made significant investments in the fast-growing Health end market, bringing together unique industry expertise with the launch of our new health brand Interwoven. Improving business trends in our Workplace and Health end markets together with strong orders and a firming backlog support our confidence in Kimball International’s growth prospects for fiscal 2022.

While working on building a stronger organization, we continue to remain committed to being responsible stewards of the environment, maintaining a diverse and caring culture, and having strong corporate governance practices. We are very proud to have launched our inaugural ESG summary report in June of this year. Corporate responsibility has always been embedded in Kimball International’s long-held guiding principles. We will continue to direct our energies on impactful strategies and actions that ensure our people, products and processes are focused on our authentic purpose to “Dare to be Makers of Possibility.”


Thank you for your continued support.


Regards,                            
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Kristine L. Juster
CEO, Board Member







KIMBALL INTERNATIONAL, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held October 26, 2021
To the Shareholders of Kimball International, Inc.:
You are cordially invited to attend the 2021 Annual Meeting of the Shareholders of Kimball International, Inc. (the “Company”) to be held at the Company’s headquarters at 1600 Royal Street, Jasper, Indiana, on October 26, 2021 at 9:30 a.m., Eastern Daylight Time (the “Annual Meeting”). The following matters will be addressed at the Annual Meeting:
1. To elect three directors to the Board of Directors of our Company to serve until 2024.
2. To approve the Company’s proposed Amended and Restated Articles of Incorporation to provide shareholders the right to unilaterally amend the Company’s Restated By-laws.
3. To approve, by an advisory (non-binding) vote, the compensation paid to our named executive officers (“Say on Pay”).
4. To approve an increase in available shares under the Kimball International, Inc. 2017 Stock Incentive Plan.
5. To ratify the appointment of our Company’s independent registered public accounting firm, Deloitte & Touche LLP, for fiscal year 2022.
6. To consider and transact any other business properly brought before the meeting or any adjournments thereof.
All shareholders of record at the close of business on August 23, 2021, are entitled to vote at the meeting or any adjournment thereof on the matters identified above.
On or about September 13, 2021, the Company mailed many of its shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”). On or about the same date, the Company mailed a printed copy of its 2021 Annual Report to Shareholders, Proxy Statement and a proxy card to its remaining shareholders. On the mailing date of the Notice, all shareholders of record and street name holders will have the ability to access all of the Company’s proxy materials, including the 2021 Annual Report to Shareholders and the Proxy Statement, via the Internet at www.proxyvote.com or www.kimballinternational.com/annual-shareholder-information.
If you received a printed set of proxy materials, a proxy card has been enclosed along with a return envelope which requires no postage if mailed in the United States. If you own shares of either Class A Common Stock or Class B Common Stock, or both, you will receive one Notice, or if you have received a printed set of proxy materials, you will receive one proxy card.
As of the date of this mailing, we intend to hold the Annual Meeting in person with appropriate protocols in place to protect the health and safety of our employees and shareholders. We will continue to closely monitor developments related to the COVID-19 pandemic and announce alternative arrangements if we determine it is in the best interests of our employees and shareholders. Such arrangements may include a change in venue or holding a completely virtual meeting conducted via webcast. We would announce any such change and the details on how to participate by press release, on our website at https://www.kimballinternational.com/annual-shareholder-meeting, and in a filing with the Securities and Exchange Commission.

September 13, 2020
By Order of the Board of Directors
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Mark W. Johnson
Chief Legal and Governance Officer & Corporate Secretary




YOUR VOTE IS IMPORTANT!
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE VOTE PROMPTLY BY TELEPHONE OR THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE NOTICE OR THE PROXY CARD, OR IF YOU RECEIVED A PRINTED SET OF PROXY MATERIALS, YOU MAY VOTE BY SIGNING, DATING AND MAILING THE ACCOMPANYING PROXY CARD. THE PROXY IS REVOCABLE AND WILL NOT AFFECT YOUR RIGHT TO VOTE IF YOU ATTEND THE MEETING IN PERSON.

VOTING INSTRUCTIONS AND ADMITTANCE TO THE MEETING

HOW TO VOTE YOUR SHARES:
WHENWHERE
In PersonOctober 26, 2021
9:30 a.m. Eastern Daylight Time (“EDT”)
1600 Royal Street
Jasper, Indiana 47546
InternetUse the Internet to transmit your voting instructions until 11:59 P.M. EDT on October 25, 2021. Have your proxy card or Notice in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.www.proxyvote.com
CallUse any touch-tone telephone to transmit voting instructions until 11:59 P.M. EDT on October 25, 2021. Have your proxy card or Notice in hand when you call and follow the instructions.1-800-690-6903
MailMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Your proxy card must be received by October 25, 2021.Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

PLEASE NOTE THAT IF YOU DECIDE TO ATTEND IN PERSON, YOU WILL BE ADMITTED ONLY ON THE FOLLOWING CONDITIONS:

A. PRESENTATION OF A PHOTO IDENTIFICATION; AND
B. YOUR NAME MUST BE ON OUR SHAREHOLDER LIST OR A RECENT BROKERAGE STATEMENT SHOWING SHARE OWNERSHIP AS OF AUGUST 23, 2021 MUST BE PRESENTED

DOORS WILL OPEN AT 8:45 A.M. ON OCTOBER 26, 2021 FOR THE 9:30 A.M. EDT MEETING.




TABLE OF CONTENTS
Page







FORWARD-LOOKING STATEMENTS
This document contains certain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These are statements made by management, using their best business judgment based upon facts known at the time of the statements or reasonable estimates, about future results, plans, or future performance and business of the Company. Such statements involve risk and uncertainty, and their ultimate validity is affected by a number of factors, both specific and general. They should not be construed as a guarantee that such results or events will, in fact, occur or be realized as actual results may differ materially from those expressed in these forward-looking statements. The statements may be identified by the use of words such as “believes,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “estimates,” “forecasts,” “seeks,” “likely,” “future,” “may,” “might,” “should,” “would,” “will,” and similar expressions. It is not possible to foresee or identify all factors that could cause actual results to differ from expected or historical results. We make no commitment to update these factors or to revise any forward-looking statements for events or circumstances occurring after the statement is issued, except as required in current and quarterly periodic reports filed with the Securities and Exchange Commission (“SEC”) or otherwise by law. These forward-looking statements are subject to risks and uncertainties including, but not limited to, the possibility that any of the anticipated benefits of the Poppin acquisition will not be realized or will not be realized within the expected time period; the risk that integration of the operations of Poppin with the Company will be materially delayed or will be more costly or difficult than expected; the risk that any projections or guidance by the Company, including revenues, margins, earnings or any other financial results are not realized; the impact of COVID-19 on our business; disruptions in our supply chain and freight channels including any impact of COVID-19 on cost and availability; adverse changes in global economic conditions; successful execution of Phase 2 of our transformation restructuring plan; increased global competition; the impact of changes in the regulatory environment; the loss of or significant volume reductions from key contract customers; the financial stability of key customers and suppliers; or similar unforeseen events. Additional risks and uncertainties discussed in Item 1A - Risk Factors of our Annual Report on Form 10-K for the fiscal year ended June 30, 2021 could also cause our results to differ materially from those expressed in forward-looking statements. There may be other risks and uncertainties that we are unable to predict at this time or that we currently do not expect to have a material adverse effect on our business. Any such risks could cause our results to differ materially from those expressed in forward-looking statements. At any time when we make forward-looking statements, we desire to take advantage of the “safe harbor” which is afforded such statements under the Private Securities Litigation Reform Act of 1995 where factors could cause actual results to differ materially from forward-looking statements.




KIMBALL INTERNATIONAL, INC.
1600 Royal Street
Jasper, Indiana 47546
(812) 482-1600
 
ANNUAL MEETING OF SHAREHOLDERS
October 26, 2021
 
PROXY STATEMENT
 
This Proxy Statement and the accompanying proxy are being provided to the shareholders of record as of the close of business on August 23, 2021 of KIMBALL INTERNATIONAL, INC. (“we,” “us,” “our” or the “Company”), and are furnished in connection with the solicitation by our Board of Directors (the “Board”) of proxies to be used at the Annual Meeting of Shareholders (the “Annual Meeting”) to be held October 26, 2021, at 9:30 a.m. EDT, at Kimball International Headquarters, 1600 Royal Street, Jasper, Indiana, or any adjournment thereof, for the purpose of considering and acting upon the matters specified in the Notice of Annual Meeting of Shareholders accompanying this Proxy Statement. This Proxy Statement was first mailed to shareholders on or about September 13, 2021. In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”), the Company may furnish proxy materials by providing internet access to those documents instead of mailing a printed copy of the Company’s proxy materials to each shareholder of record. We call your attention to the following information that includes items on which the Company would like you to vote and the Board’s voting recommendations, among other information. The following description is only a summary being provided for you to make informed voting decisions. For more information about these topics, please review the Proxy Statement in its entirety.
2021 Annual Meeting Information
DateOctober 26, 2021
Time9:30 a.m. EDT
LocationKimball International Headquarters
1600 Royal Street
Jasper, Indiana 47546
Record dateAugust 23, 2021
Corporate websitewww.kimballinternational.com
Stock exchangeNasdaq Stock Market LLC
SymbolKBAL




Summary Information Regarding Proposals

ProposalBoard RecommendationSupport for Recommendation
1. Elect three director nominees, Kristine L. Juster, Valerie R. Love, and Thomas J. Tischhauser, to our Board of Directors for three-year termsFOR
Ms. Juster is the current CEO of your Company and an experienced executive. Ms. Love and Mr. Tischhauser are both skilled executives with deep experience at complex global corporations. See Information Concerning Directors Continuing in Office and Committees–Director Qualifications” beginning on page 5 for more details on their qualifications and work experience.
2. Approve the Company’s proposed Amended and Restated Articles of Incorporation to provide shareholders the right to unilaterally amend the Company’s Restated By-lawsFORThe Board continuously evaluates the Company’s corporate governance practices and believes providing shareholders with the right to amend the Company’s By-laws strengthens Board and management accountability and is in the long-term interests of shareholders. See “Proposal No. 2 — Approval of the Company’s Proposed Amended and Restated Articles of Incorporation to Provide Shareholders the Right to Unilaterally Amend the Company’s Restated By-laws” beginning on page 17 for more information.
3. Advisory vote on the compensation paid to our named executive officers (“Say on Pay”)
FOROur executive compensation program incorporates both short- and long-term equity and cash incentive programs to align our executives’ interests with those of our shareholders and to pay for performance. See “Compensation Discussion and Analysis” beginning on page 24 for more information on our compensation philosophy and programs.
4. Approve an increase in available shares under the Kimball International, Inc. 2017 Stock Incentive PlanFORThe primary purposes for the amendment are to increase the number of shares reserved for issuance under the Stock Incentive Plan and to reflect recent amendments to Section 162(m) of the Internal Revenue Code
5. Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2022FOR
The Audit Committee recommends approval based on the past experience of Deloitte & Touche LLP as the Company’s auditor since 2002 and the overall expertise of Deloitte. See page 75 for more information.
On August 23, 2021 (the “Record Date”), there were outstanding a combined total of 36,847,306 shares of Class A Common Stock and Class B Common Stock, all of which are equal in their voting rights. To reach the required quorum, a majority of outstanding shares of Common Stock must be present or represented at the meeting by proxy or virtually. Withholding authority, abstentions and “broker non-votes” will be counted as present for purposes of determining the presence or absence of a quorum for the transaction of business.
Additional Information for Proposal No. 1 - Election of Directors. If a quorum of shareholders is present at the Annual Meeting, the director nominees will be elected by a plurality of the votes cast by the shares entitled to vote in the election at the meeting (i.e., the nominees receiving the highest number of votes cast in each category will be elected). The election of directors will not be affected if you choose not to vote your shares or if you withhold authority to vote your shares, and will not be affected by broker non-votes. Our Board maintains a policy in our Corporate Governance Principles that requires a director to promptly tender his or her resignation to the Board in any uncontested election of an individual director or a class of directors if more votes are cast “withheld” than “for” a director’s election. If such an event occurs, the Compensation and Governance Committee will then proceed to review relevant factors to determine whether the resignation should be accepted. See also “Proposal No. 1 - Election of Directors” on page 4 and “Information Concerning Directors Continuing in Office and Committees” beginning on page 5.
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Additional Information for Proposal No. 2 - Approval of the Company’s Proposed Amended and Restated Articles of Incorporation. All shareholders are entitled to vote on this proposal to approve the amendment and restatement of our Articles of Incorporation, which will provide shareholders the ability to unilaterally amend the Company’s By-laws. A form of the Amended and Restated Articles, marked to reflect the changes contemplated by this Proposal No. 2, is attached to this Proxy Statement as Appendix A. Please review the section “Proposal No. 2 — Approval of the Company’s Proposed Amended and Restated Articles of Incorporation to Provide Shareholders the Right to Unilaterally Amend the Company’s Restated By-lawsfor more information. The Amended and Restated Articles of Incorporation, including the amendment to allow shareholders to unilaterally amend the By-laws, will be approved if more votes are cast “FOR” this proposal than “AGAINST” this proposal. Abstentions and broker non-votes will not affect the voting results.
Additional Information for Proposal No. 3 - Advisory Vote on the Compensation Paid to Our Named Executive Officers. Refer to the Compensation Discussion and Analysis (“CD&A”) beginning on page 24 and the related compensation tables and narratives for additional information on our performance-based, incentive-focused compensation philosophy and the overall compensation received by each of our named executive officers (“NEOs”). All shareholders are entitled to vote on this proposal to approve the compensation paid to our NEOs. To be approved, more votes must be cast “FOR” the compensation paid to our NEOs than “AGAINST.” Neither abstentions nor broker non-votes will affect the outcome of this proposal. As an advisory vote, the results of this proposal will not be binding on us, the Board, or the Compensation and Governance Committee. However, your opinion is important to us, and the Compensation and Governance Committee, which is responsible for designing and administering our executive compensation program, will consider the outcome of this vote when making future compensation decisions for our NEOs. See also page 23.
Additional Information for Proposal No. 4 - Approval of the Increase in Available Shares under the Kimball International, Inc. 2017 Stock Incentive Plan. The 2017 Stock Plan is proposed to be amended to replenish the number of shares available to grant under the Plan. Please review the section “Proposal No. 4 - Approval of the Increase in Available Shares under the Kimball International, Inc. 2017 Stock Incentive Plan” and Appendix D for information regarding the proposed increase in shares. The share increase will be approved if more votes are cast “FOR” this proposal than cast “AGAINST” or “ABSTAIN.” Abstentions will have the same effect as a vote against the share increase. Broker non–votes will not affect the determination of whether the share increase is approved.
Additional Information for Proposal No. 5 - Ratification of the Appointment of our Independent Registered Public Accounting Firm. The appointment of our independent registered public accounting firm will be ratified and approved if more votes are cast “FOR” the proposal than “AGAINST.” Neither abstentions nor broker non-votes will affect the outcome of this proposal, although no broker non-votes are expected on this proposal, which is considered a routine matter under applicable rules. See also page 75.
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PROPOSAL NO. 1 - ELECTION OF DIRECTORS
DIRECTOR NOMINEES
Kristine L. JusterChief Executive Officer, Board member since 2016
Valerie R. LoveMember of the Compensation and Governance Committee, Board member since 2021
Thomas J. Tischhauser
Member of Compensation and Governance Committee, Board member since 2008
At the Annual Meeting, our shareholders are entitled to elect three (3) directors, each of whom is currently serving as a Class I director and whose term expires at the Annual Meeting. Upon the recommendation of the Compensation and Governance Committee, the Board has nominated Kristine L. Juster, Valerie R. Love and Thomas J. Tischhauser for election as directors. Each will serve a three-year term, until the 2024 Annual Meeting of Shareholders or until his or her successor is elected and has qualified, or until his or her earlier death, resignation, disqualification, disability, or lawful removal.
Each nominee is currently serving as a director of our Company. Ms. Juster is currently Chief Executive Officer of the Company, while Ms. Love and Mr. Tischhauser currently serve as members of the Compensation and Governance Committee. Individual qualifications and skills of our nominees that led the Board to the conclusion that each should continue to serve as a director are further described below, along with the qualifications and skills of our four other directors who will be continuing in office.
Each nominee has consented to being named in this Proxy Statement and has agreed to serve if elected. If for any reason a nominee should become unable or unwilling to serve, the proxies will be voted to fill any vacancy so arising in accordance with the discretionary authority of the persons named in the accompanying proxy. The Board has no reason to believe that either of the nominees will be unable to serve.
If you are a beneficial owner of your shares (i.e., you hold them through a bank, broker or other holder of record), you must instruct the holder of record how to vote your shares for your vote to be counted on Proposal No. 1. See “General Information Regarding the Proxy and Your Voting Rights” beginning on page 78.
The Board of Directors recommends a vote “FOR” the election of each of the director nominees.

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INFORMATION CONCERNING DIRECTORS CONTINUING IN OFFICE AND COMMITTEES
GENERAL INFORMATION ABOUT
THE BOARD
Total MembersSeven
Average Tenure5.7 years
Gender breakdown 4 Female/3 Male
Chair of the BoardKimberly K. Ryan
Audit Committee ChairPatrick E. Connolly
Compensation and Governance Committee ChairSusan B. Frampton
Sitting Executives6 of 7
Independent Directors6 of 7
Age range54-63

BOARD DIVERSITY MATRIX
Total Number of Directors7
FemaleMaleNon-BinaryDid Not Disclose Gender
Directors43
Number of Directors Who Identify in Any of the Categories Below
African American or Black1
Alaskan Native or Native American
Asian
Hispanic or Latinx
Native Hawaiian or Pacific Islander
White33
Two or More Races or Ethnicities
LGBTQ+
Did Not Disclose Demographic Background
The Board of Directors of our Company is currently comprised of seven directors. Our Restated By-laws (the “By-laws”) provide that the authorized number of directors shall be between seven and nine directors, as determined from time to time by resolution of the Board. On April 1, 2021, Timothy J. Jahnke decided to step down from the Board to focus on other interests. The Board thanks Mr. Jahnke for his seven years of distinguished service to the Company.

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Pursuant to our By-laws and the Indiana Business Corporation Law, our Board is divided into three classes, as nearly equal in number of directors as possible. Directors in each class serve three-year staggered terms upon election, expiring at the Annual Meeting as follows:
Class
Term Expires
Class I
2021
Class II
2022
Class III
2023
Amendments to the Indiana Business Corporation Law (“IBCL”) in 2009 made this classified board structure statutorily required for certain Indiana corporations, including the Company, until July 1, 2021. Prior to July 1, 2021, public companies incorporated in Indiana were only permitted to opt out of the classified board structure during a 30-day period in 2009 or within 30 days of when the Company's shares were registered under Section 12 of the Securities Exchange Act of 1934. However, pursuant to legislation adopted effective as of July 1, 2021, companies may now opt out of this provision of the IBLC at any time by the Board adopting a by-law expressly stating such. Based on feedback received from stakeholders and in the interest of good governance practices, the Board determined it was in shareholders’ best interests to opt out of the statutory requirement. On July 12, 2021, the Board approved an amendment to the Company’s By-laws to opt out of this provision and provide that the classes and terms of office of the Board shall not be governed by Indiana Code Section 23-1-33-6(c). This amendment to the Restated By-laws does not affect the current classified structure of the Board.

If a director is appointed by the Board to fill a vacancy or joins a class mid-term, the director serves until the end of the current term of the class in which he or she is appointed, and then stands for election at the same time his or her class is up for election. Effective April 1, 2021, Valerie R. Love was appointed to the Board as a Class I director and, along with Kristine L. Juster and Thomas J. Tischhauser, is nominated for election to the Board at the Annual Meeting.
Each of our directors is highly qualified to serve, contributing a combination of skills, core competencies, qualifications, experiences and education that continue to guide the Company’s executive management team to build success and increase shareholder value. Each director holds or has held executive-level positions in successful large public or privately-held companies within a range of industries and markets. In these roles, they have developed expertise in a wide variety of business and operational areas that benefit our Company, as they bring this wealth of knowledge, experiences and ideas to their director roles. While the tenure of longer-term directors brings intimate knowledge of the Company’s operations and history, shorter-term directors bring a fresh perspective that generates renewal and different ideas and opportunities. In 2021, the Board was refreshed, adding additional strength of experience, skill and knowledge in organizational design, executive compensation matters and leading people-related strategies, as well as gender and ethnic diversity to our Board.
The following table lists our Board members who will be continuing in office, including the three directors for election at the Annual Meeting. The information provided about each director includes a summary of the skills, experiences and qualifications they contribute to the Board and the Company, including the names of other publicly-held companies of which he or she currently serves (or during the past five years
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has served) as a director. There is no family relationship between any of our directors or executive officers. Ages are identified as of the Proxy mailing date.
NameInformationDirector Since
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Kristine L. Juster

Member: Class I

Chief Executive Officer

Age: 58

Other public company board service: Board and Nominating/Corporate Governance and Compensation Committees of Trex Company, Inc.

Employment: Chief Executive Officer, Kimball International, November 2018-present; Newell Brands (“Newell”),1995-April 2018 (retired); President, Global Writing Segment, 2014-April 2018; President, Baby and Parent Segment, 2011-2014; led other successively larger business segments since 1995, when Newell acquired a company she co-founded. Newell is a leading global consumer goods and commercial products company.

Skills, experience and qualifications: global senior-level management of a public company; team building and talent development; sales growth via innovative product development initiatives, customer partnerships and direct retail; e-commerce route to market development and marketing; international sales/marketing experience in developed and emerging markets; direct responsibility for strategic planning and growth, both organic and by acquisition; international market entry and sales growth; entrepreneur.

Ms. Juster’s proven expertise in building strategic growth businesses, along with her entrepreneurial mindset and customer-centric perspective, enable her to provide valuable insights and contributions in strategic planning and operations for the Company and make her a valuable member of the Board.

2016
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Valerie R. Love

Member: Class I

Compensation and Governance Committee

Age: 54




Employment: Chief of Human Resources, North America of The Coca-Cola Company, a multi-billion dollar beverage company with products sold in more than 200 countries and territories, 2019 - present. Senior Vice President Human Resources Supply Chain and Global Quality at Johnson and Johnson, 2013 - 2019; Vice President Human Resources at Tyco International, 2010 - 2013; various senior manager roles within finance, operations (manufacturing) and HR at General Motors, 1990 - 2010.

Skills, experience and qualifications: talent and performance management, organizational design, succession planning, compensation, mergers, acquisitions, divestitures and executive coaching.

Ms. Love serves on external non-profit boards with a keen interest in driving positive and sustainable change in underserved communities. Ms. Love is a lifetime member of the National Black MBA Association where she currently serves as Board Member and Chair of the Programming Committee and former Chair of the Human Resources Committee. She is a Member of the Board of Trustees at Clark Atlanta University where she serves on the Institutional Advancement & University Relations and Governance & Compensation Committees.

2021
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NameInformationDirector Since
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Thomas J. Tischhauser

Member: Class I

Compensation and Governance Committee

Age: 63



Employment: Principal of Wynstone Partners, an executive coaching service provider for Fortune 100, private equity and family-owned companies, 2007-present; Vice President, Continental Automotive Systems, 2006-2007; Corporate Vice President, and various management positions, including in engineering, product management, quality, and corporate strategy at Motorola, Inc., 1983-2006.

Skills, experience and qualifications: strong talent and leadership development skills; multinational corporate business experience; exposure to a broad range of corporate cultures and practices; strategic business planning and implementation; knowledge of relevant markets and the furniture manufacturing business; corporate governance expertise, with experience as Lead Independent Director and has served on both standing committees with the Company; knowledge and experience with manufacturing operations, engineering, product life cycle and quality management systems. Mr. Tischhauser has also received certification as a board fellow by the NACD.

Mr. Tischhauser’s broad-based business experience provides a unique perspective to the Board and executive leadership as he offers insight in domestic and international business operations as well as talent development. With years of experience on boards, he provides essential insight for corporate governance and investor relations activities as well.

2008
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Patrick E. Connolly

Member: Class II

Chair, Audit Committee

Age: 62

Employment: Retired in 2020 as the President and Chief Executive Officer, Follett Corporation, which serves the full spectrum of education from Pre-K to college campuses, providing education technology, services and print and digital content to enable education, January 2018-2020. Sodexo, S.A. (“Sodexo”), Global CEO, Schools and Universities, 2015- December 2017; Chief Operating Officer of Sodexo North America, and President of Sodexo Health Care from 2007 to 2015. Sodexo provides quality of life services, including dining and meal services, vending and convenience services, integrated facilities management services, and healthier workforce initiatives. He also has served on several non-profit and industry association boards of directors.

Skills, experience and qualifications: strategic planning and growth experience, both organic and by acquisition; organizational transformation; significant healthcare and education industry knowledge and experience; international operations experience; and a global track record of improving diversity, driving innovation and growing revenue.

Mr. Connolly brings to our Company deep knowledge of and professional experience in the healthcare and education industries from his years at Sodexo and Follett Corporation, along with a strategic and innovative mindset, honed from leading organizational transformation, growth and market expansions during his career.

2014
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NameInformationDirector Since
kimryana.jpg
Kimberly K. Ryan

Chair of the Board

Member: Class II

Audit Committee

Age: 54
Employment: Executive Vice President and CEO of Hillenbrand, Inc., effective January 1, 2022, an industrial company engaged in making and selling diversified industrial process equipment and systems and funeral services products; Senior Vice President of Hillenbrand Inc. from 2011-2021 when appointed EVP and named CEO successor ; President of Coperion, GmbH., a wholly-owned subsidiary of Hillenbrand, Inc., 2015-present; President, Batesville Casket Company, 2011-2015; Senior Vice President of Hill-Rom Holdings, Inc., 2005-2011; Group Vice President, Post Acute Care of Hill-Rom Holdings, Inc., 2005-2011, including during a spin-off of the Hillenbrand entities; Senior Vice President, Hillenbrand Industries, 2003-2008; various senior management positions within Hillenbrand Industries and its subsidiaries from 1989 to 2005.

Skills, experience and qualifications: international manufacturing, operations and procurement experience, including wood products; knowledge and experience in business-to-business product sales and services for a variety of global industries; proven leadership in the areas of finance, operations, logistics, information technology, costing and marketing; strategic planning and growth experience, both organic and by acquisition; and financial experience, including a degree in accounting.

Ms. Ryan’s broad-based business and manufacturing operations experience and senior leadership positions within a publicly traded company make her well-qualified to be a member of our Board, as she brings to the Board front-line business experience in leadership, strategic planning, operations, growth and public company concerns.
2014
susanframptona.jpg
Susan B. Frampton

Member: Class III

Chair, Compensation and Governance Committee

Age: 63
Employment: President, Planetree International, Inc. (“Planetree”), a non-profit advocacy, consulting and membership organization focused on advising healthcare organizations on cultural transformation and person-centered care, 2000-present. Other leadership positions: Governance Committee Chair, National Quality Forum’s Board of Directors; Member, Technical Expert Panel for the Veteran’s Health Administration Same-Day Service Initiative, Member, Executive Forum for Advanced Payment Models Learning Action Network; participated on The Joint Commission’s Expert Advisory Panel on culturally competent patient-centered care standards, Chaired the Institute of Medicine’s Scientific Advisory Council on Patient and Family Engagement, and participated on the World Health Organization’s expert panel of patient-centered care models; Member, editorial board, Journal of Compassionate Healthcare; leadership roles at several well-known medical facilities in Connecticut and Massachusetts prior to joining Planetree.

Skills, experience and qualifications: proven leadership and executive experience; deep knowledge of the healthcare industry and market for patient care environment products; international business experience; thought-leader and driver of change and innovation; strategic planning; and organizational governance.

Dr. Frampton provides a unique perspective on our Board, with deep knowledge of the healthcare industry, a growth market for the Company. She demonstrates strong leadership acumen and is an internationally recognized thought leader in healthcare environments for patient care and healthcare consumer trends.
2016
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NameInformationDirector Since
scottsetterstena.jpg

Scott M. Settersten

Member: Class III

Audit Committee

Age: 59

Employment: Chief Financial Officer, Treasurer and Assistant Secretary of Ulta Beauty, Inc., the largest beauty retailer in the United States with a rapidly growing e-commerce platform and the premier destination for cosmetics, fragrance, skin care products, hair care products and salon services, 2013 - present; various other senior accounting and finance positions, Ulta Beauty, 2005 - 2012; various senior manager roles in the audit, assurance and risk management practices, including a two-year international rotation, PricewaterhouseCoopers 1990 - 2005.

Skills, experience and qualifications: Senior financial leader of publicly-held, best in class omnichannel specialty retailer; expert in financial accounting, reporting, risk management and controls, and both a certified public accountant and certified management accountant; specific financial expertise in capital markets, investor relations, M&A and investment decision support, significant knowledge and experience leading and supporting key business functional areas including strategy, operations, digital platforms, real estate, supply chain and IT infrastructure including Cyber security.

Mr. Settersten is a proven leader and current executive of an industry-leading public company with extensive experience in financial and accounting matters, company capitalization structures, capital markets, business operations and strategy. Mr. Settersten is particularly qualified to be a member of the Board because of his deep understanding of the complex strategic, financial and governance issues facing public companies in the current economic environment.
 
2020
Director Independence
Our Board determines the independence of our directors by applying the rules, regulations and listing standards of The Nasdaq Stock Market LLC (“Nasdaq”) and the SEC. The applicable rules, regulations and listing standards of Nasdaq provide that a director is independent only if the Board affirmatively determines that the director does not have a relationship with the Company that would interfere with the exercise of his or her independent judgment in carrying out the responsibilities of a director. They also specify certain relationships that preclude a determination of director independence, including certain business, professional and personal relationships.
Our Board annually reviews the independence of our directors according to these standards, taking into account all relevant facts and circumstances. In its most recent review of information collected from our directors, the Board determined that all members of our Board other than Kristine L. Juster, our CEO, are “independent directors” under the Nasdaq standards and the SEC’s rules. The Board has determined that such independent directors have no relationship with the Company that would interfere with the exercise of their independent judgment in carrying out the responsibilities of a director. In addition, not one of our directors is a party to any agreement or arrangement that would require disclosure pursuant to Nasdaq Rule 5250(b)(3).
Meeting Attendance
The independent directors meet in regularly scheduled executive sessions generally held after the scheduled committee and Board meetings and at other times as they deem appropriate. We expect our directors to attend all Board meetings, committee meetings, and the Annual Meeting of Shareholders. During fiscal year 2021, the Board met eleven times and each director attended 100% of the meetings of the Board. All Compensation and Governance Committee members attended all eleven Compensation
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and Governance Committee meetings. All Audit Committee members attended all seven Audit Committee meetings. All directors who were members of the Board during fiscal year 2021 attended the Annual Meeting of Shareholders held on October 27, 2020.
Board Structure
The positions of Chair of the Board and CEO are currently held by different persons. The Board believes that this separation has served the Company well since it began the practice in 2018. The Board will continue to regularly review our leadership structure and may make changes in the future as it deems appropriate and in the best interest of the Company.
We do not currently have a Lead Independent Director. Ms. Ryan serves as the independent non-executive Chair of the Board. The Board may choose at any time in the future to appoint an independent member of the Board to serve as Lead Independent Director, in accordance with our Corporate Governance Principles and By-laws, and will do so if the Chair of the Board should cease to be an independent director.
Board Committees
Our Board currently has two standing committees: the Audit Committee and the Compensation and Governance Committee.
The Audit Committee
In fiscal year 2021, the Audit Committee consisted of three members of the Board: Patrick E. Connolly (Chair); Scott M. Settersten; and Timothy J. Jahnke who was a member of the Audit Committee until his resignation in April, 2021, at which time Kimberly K. Ryan moved from the Compensation and Governance Committee to the Audit Committee. The Board has determined that all members of the Audit Committee meet the Nasdaq and SEC requirements with respect to independence, and that each is also an “audit committee financial expert” as defined by the rules of the SEC. Not one of the Audit Committee members has been or is a salaried employee of the Company.
Responsibilities. The Audit Committee operates under, and has the responsibilities set forth in, a written charter approved by the Board. The Charter is reviewed and reassessed annually, or more frequently as circumstances dictate, by the Audit Committee. The Audit Committee modifies the written charter as needed to comply with all regulatory requirements as or before they become effective. A copy of the Audit Committee Charter is available on our website at www.kimballinternational.com/corporate-governance.
The Audit Committee is responsible for appointing the independent registered public accounting firm to audit our books and records, overseeing the work of the accounting firm and approving the associated services and fees and ensuring their independence. The Audit Committee is also responsible for overseeing our risk and compliance practices, financial reporting practices and internal controls. Further, it reviews our financial reporting and meets regularly with management and the independent registered public accounting firm regarding audit planning, audit results and other matters within its scope. In addition, the Audit Committee oversees cybersecurity and data protection activities to ensure that the Company is actively and appropriately protecting its own data as well as that of its employees, customers and suppliers and that it is meeting data protection compliance requirements.
The Compensation and Governance Committee
In fiscal year 2021, the Compensation and Governance Committee consisted of three members of the Board: Susan B. Frampton (Chair); Kimberly K. Ryan; and Thomas J. Tischhauser. Valerie R. Love was appointed to the Board effective April 1, 2021 and joined the Compensation and Governance Committee, at which time Ms. Ryan moved to the Audit Committee. Geoffrey L. Stringer was a member of the Compensation and Governance Committee until his retirement at the end of his term in October 2020. Each member of our Compensation and Governance Committee is “independent” as such term is defined for compensation committee members in the listing standards of Nasdaq, each is a “Non-Employee
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Director” as defined in Rule 16b-3 under the Exchange Act, and each is an “Outside Director” as defined by the regulations under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”).
Interlocks and Insider Participation. Not one of the Compensation and Governance Committee members has ever been employed as an officer or employee of our Company or any of our subsidiaries, and not one of the Compensation and Governance Committee members during fiscal year 2021 was involved in a relationship requiring disclosure as an interlocking executive officer/director or under Item 404 of Regulation S-K.
Responsibilities. The Compensation and Governance Committee’s responsibilities consist of making all determinations with respect to the compensation of the CEO, reviewing and approving the compensation of all other executive officers in consultation with the CEO, reviewing and approving our annual contribution to our defined contribution retirement plan, and approving targets, certifications of target achievements, and authorization of payments under our stock and cash incentive plans. See “Compensation Discussion and Analysis—Compensation Philosophy” and “Executive Compensation Process” beginning on page 24 for a description of the role of executive officers and compensation consultants in setting compensation for our executive officers.
The Compensation and Governance Committee’s responsibilities also include advising the Board on matters of corporate governance, providing oversight and reviewing initiatives, policies and practices regarding environmental, social and governance (“ESG”) related matters, evaluating and adjusting director fees, reviewing any resignations of incumbent directors who fail to receive a majority of votes cast in any uncontested election, overseeing evaluations of our Board and individual directors, reviewing related person transactions for conflicts of interest, and evaluating succession planning needs. The Compensation and Governance Committee is also responsible for nominating the Chair of the Board and the Lead Independent Director, when applicable, for election by the Board. A more complete listing of the responsibilities of the Compensation and Governance Committee is available in the Compensation and Governance Committee Charter on our website at www.kimballinternational.com/corporate-governance.
Nominations of Director Candidates. The Compensation and Governance Committee has the additional responsibility to nominate persons for director positions and for election at the Annual Meeting. In order to nominate appropriate non-incumbent director candidates when an opening on the Board is anticipated or occurs, the committee identifies, or may work with a third-party firm that specializes in identifying potential nominees for director based on specified objectives for the composition of the Board. The committee takes into account the need for broad and complementary experience and expertise as well as particular knowledge, skill sets, experiences and qualifications identified as needed or desirable for our Board.
Nominees, whether recommended by the Compensation and Governance Committee or a shareholder, will first be evaluated on the basis of established Board member criteria, including, but not limited to: integrity; practicality and good judgment; willingness to think independently; diverse business experience and expertise, particularly in areas where the Board has identified specific expertise needs of the Company; commitment to our Guiding Principles; and willingness to devote adequate time to Board duties and to serve over a period of time sufficient to understand our history, markets and business operations. Evaluation of qualifications, work history and experience, skill sets and the fit of the candidate within the overall make-up of the Board are also essential to determining whether the candidate is an appropriate nominee. In accordance with the Company’s Corporate Governance Principles, the Compensation and Governance Committee and the full Board consider diversity of gender, race, national origin, education, and professional experience, which would indicate a candidate’s ability to bring a varied set of skills and backgrounds to bear on the complicated issues that come before the Board.
The Compensation and Governance Committee also will consider candidates recommended by shareholders. A shareholder who wishes to recommend a director candidate for consideration by the Compensation and Governance Committee should send such recommendation to the Secretary of the Company at 1600 Royal Street, Jasper, Indiana 47546, who will forward it to the Compensation and
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Governance Committee. Any such recommendation should include a description of the candidate’s qualifications for Board service, the candidate’s written consent to be considered for nomination and to serve if nominated and elected, and addresses and telephone numbers for contacting the shareholder and the candidate for more information. These requirements are fully stated in the Company’s By-laws, a copy of which is on file with the SEC. A shareholder who wishes to nominate an individual as a director candidate at the Annual Meeting of Shareholders, rather than recommend the individual to the Compensation and Governance Committee as a nominee, must comply with the advance notice requirements mandated by our By-laws and further explained in this Proxy Statement under “Future Shareholder Proposals.”
Board Assessment Process. The Compensation and Governance Committee supervises a Board review and evaluation process designed to increase the effectiveness of the Board. The Compensation and Governance Committee also uses a skills matrix that lists needed or desired skills, experience and qualifications for directors and director candidates. This skills matrix and evaluation process are used to develop a plan for each director to facilitate his or her continuing education, for succession planning and to identify gaps in needed skills and experience. In fiscal 2021, the Compensation and Governance Committee also led a robust search for a new independent director that resulted in the appointment of Ms. Love.
Risk Management
The Board has an active role as a whole, and also at the committee level, in overseeing management of our risks and assisting management in balancing these risks with our strategic plans. The Board approaches our risk management process in a strategic manner based upon the fundamental recognition that risk management in any business enterprise requires an appropriate balance of two distinct aspects of risk:
Value Preservation — recognizing and mitigating the risk of potential for loss or harm to any element of our business.
Value Creation — embracing the risks inherent in any business endeavor in order to reap the rewards of growth and profitability.
The Board has identified distinct risk categories, recognizing there is overlap of risks within each, and has assigned oversight responsibilities as follows:
Risk Oversight Responsibility
Financial and Operating Board
Strategic Planning Board
Reporting and Compliance Audit Committee
CybersecurityAudit Committee
Governance and Independence Compensation and Governance Committee
Compensation Compensation and Governance Committee
While the Audit Committee and the Compensation and Governance Committee are each responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee reports about such risks. Regular discussion and analysis occur at both committee and Board meetings regarding risks and the associated impact or potential impact on our business operations, strategic plans and growth strategies.
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SHARE OWNERSHIP INFORMATION
Under the regulations of the SEC, persons who have power to vote or invest in or dispose of shares of our Common Stock, either alone or jointly with others, are deemed to be beneficial holders of such shares.
Set forth in the following table are the beneficial holdings, as of August 23, 2021, of our Common Stock on the basis described above for: (i) each person known to our Company who may be deemed to beneficially own more than 5% of our Common Stock; (ii) each current director; (iii) each current NEO as listed in the Summary Compensation Table appearing later in this Proxy Statement; and (iv) all current directors and executive officers as a group. The total number of shares of our Common Stock beneficially owned by all executive officers and directors as a group is 771,537 shares (2.1% of the outstanding shares of Common Stock), as of the date noted above.
Name
Shares Beneficially Owned(a)(b)
Percent of Total Shares
BlackRock, Inc.(c)
4,250,069 11.5 %
55 East 52nd Street
New York, NY 10055
Vanguard Group, Inc.(d)
1,865,987 5.1 %
100 Vanguard Blvd.
Malvern, PA 19355
Directors and Named Executive Officers:
Kristine L. Juster167,501 
 (f)
Thomas J. Tischhauser65,394  (f)
Patrick E. Connolly48,564  (f)
Kimberly K. Ryan44,244  (f)
Susan B. Frampton34,708  (f)
Scott M. Settersten7,736  (f)
Valerie R. Love2,799 (f)
Timothy J. Wolfe36,569 (f)
Mark W. Johnson25,624 
(e)
(f)
Kourtney L. Smith76,805  (f)
     Lonnie P. Nicholson112,626 
(e)
 (f)
All current executive officers and directors as a group (17 persons)771,537 2.1 %
_____________
(a) Based upon information obtained from the executive officers, directors, and beneficial owners (according to the definition of “beneficial ownership” under the regulations of the SEC).
(b) The individuals listed are deemed to have sole voting and investment power over the shares owned by their respective spouses living in their household. Beneficial ownership is disclaimed as to all shares over which the named person does not have full beneficial rights.
(c) This information is derived from the Schedule 13G/A filed by such shareholder with the SEC on January 8, 2021, indicating beneficial ownership as of December 31, 2020, as updated by the Forms 13F-HR filed by such shareholder and its affiliates with the SEC on August 11, 2021, and information provided to us by Nasdaq, indicating beneficial ownership as of June 30, 2021. BlackRock, Inc. reports that it is a parent holding company or control person and has the sole power to vote or direct the vote of 3,923,913 shares and sole power to dispose or direct the disposition of 4,250,069 shares, but also notes that various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, our shares and that no one person’s interest in our shares is more than 5% of the total outstanding shares of our Company. BlackRock, Inc. reports that the following of its subsidiaries acquired the shares: BlackRock Institutional Trust Company, National Association, BlackRock Investment Management, LLC, BlackRock (Netherlands) B.V., BlackRock Asset Management Canada Limited, BlackRock Financial Management, Inc., BlackRock Japan Co. Ltd., BlackRock Asset Management Ireland Limited, BlackRock Investment
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Management (UK) Limited, BlackRock Asset Management Schweiz AG, BlackRock Advisors, LLC, BlackRock (Luxembourg) S.A., BlackRock Fund Advisors, BlackRock Fund Managers Limited, BlackRock Life Limited, Aperio Group, LLC and BlackRock Advisors (UK) Limited.
(d) This information is derived from the Schedule 13G/A filed by such shareholder with the SEC on February 10, 2021, indicating beneficial ownership as of December 31, 2020, as updated by the Form 13F-HR filed by such shareholder with the SEC on August 13, 2021, indicating beneficial ownership as of June 30, 2021. The shareholder reports that it is an investment advisor registered under the Investment Advisors Act of 1940 and has the sole power to vote or direct the vote of -0- shares, shared power to vote or direct the vote of 35,373 shares, the sole power to dispose or direct the disposition of 1,804,489 shares, and shared power to dispose or direct the disposition of 61,498 shares. Vanguard Group, Inc. reports that the following of its subsidiaries acquired certain of the shares: Vanguard Fiduciary Trust Company, Vanguard Investments Australia, Ltd and Vanguard Global Advisors LLC.
(e) Includes 16,850 shares held by a foundation over which Mr. Nicholson and Mr. Johnson have shared voting and investment power. Beneficial ownership for Mr. Nicholson and Mr. Johnson are disclaimed as to such shares and as to all other shares over which they do not have full beneficial rights.
(f) Totals are under one percent of the 36,847,306 shares of Common Stock outstanding as of August 23, 2021.

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SHAREHOLDER AND INVESTOR ENGAGEMENT
Our relationship with shareholders and investors is an important part of our Company’s success. The Board and management believe they best execute their duties when they proactively listen to, seek to understand and consider the opinions of our shareholders and investors. We engage with our shareholders, investors and the broader corporate governance community throughout the year using a process that is management-led with oversight by the Board. Our engagement process is designed to inform and educate our constituents, provide perspective on Company policies and practices, and seek shareholder and investor input. We actively solicit feedback during our engagement activities and incorporate that feedback as appropriate. We are pleased to have shareholders and investors that are engaged and interested in our performance and progress.
We engage a wide range of constituents, including:
Institutional investorsIndustry thought leaders
Retail investorsProxy advisory firms
ESG specialty firms
We use multiple methods and avenues to engage our constituents. During fiscal year 2021, we held quarterly earnings calls, engaged in investor conferences, held in-person and virtual meetings, and participated in a host of corporate governance organizations, industry trade associations and local community groups.
Our interactions cover a wide range of ESG and business topics, including:
Board composition and structureCompany performance and execution
Business strategySustainability
DiversityCorporate governance
Our Board receives regular updates on these discussions and our progress on our strategic goals. The Board evaluates our strategic plans and activities based on the feedback from these discussions to make sure our shareholders’ interests are taken into consideration.
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PROPOSAL NO. 2 - APPROVAL OF THE COMPANY’S AMENDED AND RESTATED ARTICLES OF INCORPORATION TO PROVIDE SHAREHOLDERS THE RIGHT TO UNILATERALLY AMEND THE COMPANY’S RESTATED BY-LAWS
We are asking our shareholders to approve the restatement and amendment of our Articles of Incorporation, which will provide shareholders the ability to unilaterally amend our By-laws.
Background
Under Indiana law, a corporation’s board of directors has the sole power to amend or repeal the by-laws, unless otherwise stated in its articles of incorporation. Our Amended and Restated Articles of Incorporation (the “Restated Articles”) currently follow the default position under Indiana law, providing our Board with the exclusive right to make, alter, amend, or repeal our By-laws. As part of its ongoing review of our governance practices, the Board considered feedback on the default position received from our shareholders and investors through our engagement activities. After careful consideration, the Board determined that amending our Restated Articles to allow shareholders to unilaterally amend our By-laws (as described below) will strengthen our corporate governance practices and is in the best interests of the Company and its shareholders.
Shareholders’ Right to Amend Kimball International’s By-laws
Our Board is committed to good corporate governance and has carefully considered the advantages and disadvantages of amending our Restated Articles to allow shareholders to unilaterally amend our By-laws. If approved, the Restated Articles would be amended to state the By-Laws of the corporation may be made, altered, amended or repealed by either: (1) the Board of Directors by the affirmative vote of a majority of the whole Board of Directors; or (2) the affirmative vote, at a meeting of the shareholders of the Company for which the meeting notice designates that making, altering, amending or repealing provisions of the By-Laws is to be considered, of at least a majority of the votes entitled to be cast by the holders of the outstanding shares of all classes of stock of the corporation entitled to vote generally in the election of directors, considered for purposes of the applicable proviso of the Restated Articles as a single voting group. A form of the Restated Articles, marked to reflect the changes contemplated by this Proposal No. 2, is attached to this Proxy Statement as Appendix D. This summary of the proposed Restated Articles, including all material amendments and significant changes described below, is qualified in its entirety by reference to the text of the Restated Articles set forth in its entirety in Appendix D, which our shareholders are strongly encouraged to read.
Recommendation of the Board of Directors and Required Vote
Our Board has unanimously authorized and approved, and recommends that our shareholders approve, our Restated Articles in the form attached to this proxy statement as Appendix D. If the Restated Articles are approved at the Annual Meeting, we will file the Restated Articles with the Indiana Secretary of State shortly following the Annual Meeting. The Restated Articles will become effective upon acceptance of the filing by the Indiana Secretary of State. Upon the approval of the Restated Articles and the effectiveness of the filing of the Restated Articles with the Indiana Secretary of State, the corresponding amendments to our By-laws, which have been previously authorized and approved by our Board, will become effective automatically.
If the Restated Articles are not approved, the proposed amendments to our Restated Articles will not be made and all existing provisions will remain in effect.
The Board of Directors recommends that you vote “FOR” the approval of the amended and restated Articles of Incorporation disclosed in this Proxy Statement.
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CORPORATE GOVERNANCE
Our Corporate Governance Principles, the charters of each of the Board committees, and our Business Ethics Policy, all of which were reviewed and updated as necessary by the Board in fiscal year 2021, are available on our website at www.kimballinternational.com/corporate-governance. Our Company and our Board are focused on engaging in good governance practices that support the success of the business of the Company.
Governance Highlights
In fiscal 2021, the Board took several actions to enhance the Company’s corporate governance practices and standards. Most prominently, the Board opted out of Indiana’s requirement that the Company have a classified board structure. The Board took this action shortly after Indiana state legislation was amended to permit this change. The Board also took steps to grant shareholders the power to unilaterally amend the Company’s By-laws, subject to the shareholders’ approval of Proposal No. 2. Please see “Proposal No. 2 — Approval of the Company’s Amended and Restated Articles of Incorporation to Provide Shareholders the Right to Unilaterally Amend the Company’s Restated By-lawsfor more information.
The following are some practices or policies we have or engage in as good governance practices:
CORPORATE GOVERNANCE HIGHLIGHTS
•Maintain separate CEO and Chair roles, with an independent director appointed as Chair •Improving board diversity - more than half of our directors are female
•Have robust stock ownership requirements for both directors and executives•Director resignation policy - director must submit his or her resignation if majority support is not received in uncontested elections
•Regular Board, committee and individual director evaluations•Board and committee hiring of outside advisors independent of management
•Limits on director “overboarding”•Equal voting rights of all classes of stock
•Robust director orientation program•Regular executive sessions held by independent directors
•“Double trigger” change in control provisions in executive equity award agreements•All Audit Committee members meet the “audit committee financial expert” requirements
•Director independence - six of seven directors are independent•Say on Pay vote is now held annually (previously was held every three years)
•Long-term focus throughout Company history on environment, sustainability, governance and citizenship initiatives as part of our strategy with direct oversight by CGC•Periodic review and adjustment of By-laws, Corporate Governance Principles, committee charters, and Business Ethics Policy
•Clawback provisions contained in performance-based incentive compensation programs•Stock repurchase plan to avoid dilution due to equity compensation
•10b5-1 stock trading program for executives when stock trading window is closed•Board participation in CEO and senior executive succession planning
Company-wide ESG program that includes establishing specific initiatives and metrics with regular disclosures on progress
Governance documents no longer require Company to have a classified board structure
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WE DO NOT HAVE OR ENGAGE IN THE FOLLOWING PRACTICES:
•Reprice options•Maintain a poison pill
•Provide excessive executive perquisites such as country club memberships, company cars or estate planning services•Permit officers or directors to hedge or pledge their Company stock (see below for more details)
•Provide tax gross-ups upon a termination of employment or change in control, pensions, post-employment healthcare or retirement benefits for our NEOs•Have an exclusive venue or forum provision in our By-laws
As stated in our Corporate Governance Principles, when a director’s professional position changes, the Compensation and Governance Committee will evaluate and determine the continued appropriateness of the director’s membership on the Board. Please also review the section “Proposal No. 2 — Approval of the Company’s Amended and Restated Articles of Incorporation to Provide Shareholders the Right to Unilaterally Amend the Company’s Restated By-lawsfor more information about the Board’s direct response to stakeholder feedback and specific efforts to strengthen shareholders’ voices through the particular proposal.
Hedging and Pledging Policy
Our Corporate Governance Principles contain the Company’s policy on hedging and pledging of shares. Our policy applies to our directors and all of our executive officers. Under the policy, such individuals are not permitted to engage in the following transactions:
Trading in Company stock on a short-term basis, as all stock must be held for at least six months;
Engaging in short sales;
Margin-trading, buying or selling puts or calls;
Pledging Company stock as collateral in transactions or otherwise to secure debts; or
Engaging in hedging or monetization transactions, such as collaring or forward sale contracts.
Environmental, Social and Governance (“ESG”)
Throughout our Company’s history we have demonstrated an unwavering commitment to the environment, our employees, the communities we serve, and our shareholders. These commitments have been bedrock principles of our purpose and guiding principles. In fiscal 2021, the Company took the next step in demonstrating its commitment to these principles by publishing its first enterprise-wide Environmental, Social, and Governance Summary Report. The report is a comprehensive collection and disclosure of relevant ESG metrics across all of the Company’s business units and functions. The Company uses a wide range of standards and metrics in it ESG program, including the Sustainability Accounting Standards Board (“SASB”) standards for the Building Products and Furnishing sector and United Nations Sustainable Development Goals (“UN SDGs”), among others. We will incorporate these standards and metrics into the Company’s ongoing efforts to set meaningful targets in key ESG areas, measure our progress, and share our results on a consistent basis. We encourage you to review the report and more information about our program on our website.
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Environment
Protecting our natural resources and utilizing environmentally responsible business practices have long been key components of our Company’s purpose. We are committed to conducting business operations in ways that minimize our environmental footprint and use of natural resources while positively impacting the communities we serve. In 2002, we opened a ground-breaking recycling center that allowed us to increase recycling capacity and reduce waste accumulation in our facilities. Our current sustainability practices include initiatives to reduce water usage, solid waste generation, VOC emissions, hazardous waste materials, and greenhouse gas emissions. To ensure we properly manage environmental risks, we maintain management systems such as ISO 14001, with 80% of our operations currently certified, excluding Poppin. As part of our commitment to set rigorous targets aimed at protecting our natural resources, we have set the following 2021 intensity goals:
Water Reduction: maintain water consumption at or below the 2020 level.
Waste Reduction: reduce solid waste to landfills by 10% from the 2019 base year.
Social
Our culture of caring serves as the foundation of our long-held guiding principles and purpose: Dare to be Makers of Possibility. Employee engagement is a key component of that culture, and we believe in investing in our employees’ growth and development. Over the last two years, we have implemented the following leadership development programs:
Elevate: our flagship senior leadership program that provides development through coaching, assessments, and experiential action learning projects. The program is a year-long intensive program with direct mentoring from the CEO.
Foundations: a frontline leadership development program for emerging or new supervisors and managers.
Leadership Roundtables: monthly learning sessions facilitated by Human Resources that provide leaders with a platform to share best practices and leadership learnings with employees in an open forum.
Virtual Micro-Learning Sessions: on-demand sessions featuring content from leading subject matter experts that are available to all employees.
We actively monitor employee voluntary and involuntary turnover against established targets on a monthly basis. We also periodically conduct employee engagement surveys to assess the Company’s work environment. Our recent outreach has focused on organizational vitality, ensuring robust communications channels, and working our way through the challenges of COVID-19. Some of the actions we took in response to employee feedback include:
Instituted regular interactive Executive Chat sessions where executive team members update the organization on strategic initiatives in a real-time, open forum that includes question and answer periods
Created a new communications platform to facilitate sharing of key messages with our manufacturing employees.
Developed and implemented a new hybrid work policy.
The Company has a comprehensive safety program built on an management system that scores and tracks more than 40 safety elements. Our goal is to have an injury-free working environment. Our 20-year continuous improvement journey has resulted in a roughly 90% reduction in injuries and a 2020 Total Recordable Incident Rate that is 74% below the national average for the NAICS rate for our industry.
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Diversity, Equity, Inclusion, and Belonging
The Company actively promotes an environment where each employee is valued, respected, and treated with dignity. We believe that diverse voices are essential in creating an organization where every person feels a sense of belonging, and we are committed to creating equity and a sense of inclusion for all. This is our mission and commitment. We have recently embarked on a journey for a revitalized and more formalized Diversity, Equity, Inclusion and Belonging (“DEIB”) Commitment. We developed a governing structure and began the formation of our DEIB Council, chaired by the CEO and sponsored by the CHRO, that will work to establish targets and publish the Company’s progress.
The Company has a strong record of gender diversity at its Board, management, and overall workforce levels.
Board of Directors: 57% Female / 43% Male
Executives and Senior Management: 47% Female / 53% Male
All Other Employees: 42% Female / 58% Male
Community Engagement
Giving back in a meaningful way is an integral part of our culture. The Kimball International Habig Foundation is a charitable trust fund that focuses its funding and resources on five primary categories: education; health and human services; civic and community programs; arts and culture; religious institutions and volunteerism. Since its inception, the Habig Foundation has donated over $13 million to various local charities and projects in communities where our employees live and work, including over $3.5 million for our annual college scholarship program to children of Company employees. We have awarded more than 400 college scholarships since 1963. In fiscal year 2020, the Habig Foundation donated more than $80,000 to various organizations.
In-kind donations of our products and raw materials are a cornerstone of our spirit of giving. New, gently used, and showroom displays are routinely donated to non-profit, civic, and public school systems. We also donate furniture to fundraising auctions as owning a Kimball International product is of great pride to the communities in which we operate. At the onset of the COVID-19 pandemic, we used our charitable giving, manufacturing capabilities, and promoted employee volunteerism to provide PPE and healthcare furniture to our community’s Healthcare Heroes.



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REVIEW AND APPROVAL OF TRANSACTIONS WITH RELATED PERSONS
We maintain a policy regarding the review, approval and/or ratification of “related person” transactions (“Related Person Transaction Policy”). A related person transaction is one in which the Company is a participant, the amount involved exceeds $120,000, and any “related person” — including a director, an executive officer, a greater-than-5% shareholder, or a member of their immediate family — has had, or will have, a direct or indirect material interest in the transaction. The Related Person Transaction Policy provides guidelines for the Compensation and Governance Committee’s determination whether to approve, ratify, modify or reject a specific transaction which may lead to a conflict of interest between the Company and any executive officer, director or greater-than-5% shareholder. Only related person transactions that are fair and reasonable to the Company and in the best interests of our shareholders are approved or ratified.
The Compensation and Governance Committee, in the course of its review and approval or ratification of a related person transaction, considers, among other things:
the commercial reasonableness of the transaction;
the materiality of the related person’s direct or indirect interest in the transaction;
whether the transaction may involve a conflict of interest, either apparent or actual;
the impact of the transaction on the related person’s qualification as “independent” as required by Nasdaq; and
whether the transaction would violate our Business Ethics Policy, Insider Trading Policy, or other Company policies regarding the conduct of our directors and officers.
Any member of the Compensation and Governance Committee who is a “related person” with respect to the transaction under review may not participate in the evaluation or decision making regarding the acceptability of the transaction. If a quorum of the Compensation and Governance Committee is not available to review the transaction, the Board will conduct the review.
On an annual basis, each director and executive officer completes a questionnaire that requires disclosure of any transactions with the Company in which the director or executive officer or any member of his or her immediate family has an interest. In addition, any transactions with related persons or other circumstances that present potential conflicts of interest are to be disclosed. When reported, the transactions or other conflicts are reviewed by the Compensation and Governance Committee, and a determination is made by the Compensation and Governance Committee to approve, ratify, modify or reject the transaction, depending on what is in the best interests of our shareholders.
During fiscal year 2021, there were no transactions in which the Company was or is a participant, the amount exceeded $120,000 and a related person had or will have a direct or indirect material interest, and no such transactions are currently proposed.

DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Exchange Act requires that our directors, executive officers and greater-than-ten-percent shareholders file an initial statement of beneficial ownership and certain statements of changes in beneficial ownership of our Common Stock with the SEC and furnish copies of those forms to the Company. Based solely on our review of the copies of such forms filed electronically with the SEC and written representations from our directors and executive officers, we believe all filing requirements applicable to our executive officers, directors and greater than 10% shareholders were timely satisfied during the fiscal year ended June 30, 2021.

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PROPOSAL NO. 3 - ADVISORY VOTE ON THE COMPENSATION
PAID TO OUR NAMED EXECUTIVE OFFICERS
Section 14A of the Exchange Act gives our shareholders the opportunity to vote to approve, on an advisory (non-binding) basis, the compensation paid to our NEOs as disclosed in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, is currently presented annually to our shareholders. The Board encourages shareholders to review the Compensation Discussion and Analysis section, beginning on page 24, and the related compensation tables and narratives for a thorough discussion of our compensation program for NEOs.
As stated in our Guiding Principles, “We want employees to share in their Company’s success, both financially and through personal growth and fulfillment.” Our performance-based, incentive-focused compensation philosophy is designed to link the financial interests of our executives with the interests of our shareholders. The Company pursues its objectives by having a significant portion of our NEOs’ compensation focused on both short-term and long-term performance-based incentive programs. Incentive compensation programs include cash incentives under our 2019 Annual Cash Incentive Plan, as amended (the “Annual Cash Incentive Plan”), and equity awards granted under our 2017 Incentive Stock Plan, approved by our shareholders at our 2017 Annual Meeting of Shareholders. In fiscal year 2021,our equity-based incentive compensation program is the Relative Total Shareholder Return award. Payouts under our cash and equity-based incentive awards are determined based on appropriate performance-based metrics, including Adjusted EBITDA and total shareholder return. These incentive compensation programs are coupled with salary, retention-focused Restricted Stock Unit awards, an annual contribution to a defined contribution participant-directed retirement plan, and other benefits, including health and life insurance.
At the 2020 Annual Meeting, approximately 98% of our shareholders voted to approve our NEO compensation program. The Compensation and Governance Committee believes this reaffirms our shareholders’ support of our approach to executive compensation, and no significant changes were made to this approach in fiscal year 2021.
We are asking our shareholders to indicate their support for our executive compensation program as described in this Proxy Statement. This vote is not intended to address any specific item of compensation, but rather, the overall compensation program for our NEOs and the philosophy, policies and practices described in this Proxy Statement. Accordingly, we recommend that our shareholders vote “FOR” the following resolution at the Annual Meeting:
“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2021 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the other related disclosure.”
As an advisory vote, the results of this proposal will not be binding on us, the Board of Directors, or the Compensation and Governance Committee. However, your opinion is important to us, and the Compensation and Governance Committee, which is responsible for designing and administering our executive compensation program, will consider the outcome of this vote when making future compensation decisions for our NEOs.
If you are a beneficial owner of shares (i.e., you hold them through a bank, broker or other holder of record), you must instruct the holder of record how to vote your shares in order for your vote to be counted on Proposal No. 3.
The Board of Directors recommends that you vote “FOR” the approval of the compensation paid to our NEOs as disclosed in this Proxy Statement.

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COMPENSATION DISCUSSION AND ANALYSIS
Executive Summary
Our Board and its Compensation and Governance Committee (the “Committee”) regularly assess our compensation plans, looking for opportunities to make overall improvements and adjust to changing compensation needs. The Committee, which is responsible for overseeing the compensation program for all executive officers, plays a key role in designing and administering our executive compensation program. All principal elements of compensation paid to our executive officers are subject to approval by the Committee, including to address unique situations.
In October 2020, the Board appointed Timothy J. Wolfe as our new Chief Financial Officer (“CFO”), effective October 19, 2020, to replace Michelle R. Schroeder, who stepped down from her role for personal reasons effective October 19, 2020.
This Compensation Discussion and Analysis provides detailed information regarding our executive compensation program and decisions and is intended to supplement the information provided in the “Executive Officer and Director Compensation” section below for the following executives: Kristine L. Juster, CEO; Timothy J. Wolfe, Executive Vice President, CFO; Kourtney L. Smith, Executive Vice President, Kimball International and President, Workplace; Mark W. Johnson, Executive Vice President, Chief Legal and Governance Officer & Corporate Secretary; Lonnie P. Nicholson, Executive Vice President, Chief Human Resources Officer, Michelle R. Schroeder, former Executive Vice President, Chief Financial Officer (who passed away on September 1, 2021). These officers and former officer are referred to herein as our “named executive officers,” or “NEOs.” While this Compensation Discussion and Analysis focuses on the NEOs, these compensation policies and practices apply to all of our executive officers.
Advisory Vote on Executive Compensation
We have an annual non-binding, advisory vote by shareholders on our executive compensation, or “Say on Pay” vote. At our Annual Meeting of Shareholders in October 2020, a Say on Pay vote was held, and approximately 98% of the votes cast were voted in favor of the compensation paid to our NEOs in fiscal year 2020. The Committee believes this reaffirms our shareholders’ support of our approach to executive compensation.
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Compensation Philosophy
We provide a compensation and benefits package for executive officers that includes salary, cash and equity-based incentive compensation, a profit-sharing Company contribution to our retirement plan, flexible healthcare benefits (based on employee choice), paid time off that increases with years of service, and professional development opportunities. To be aligned with shareholder expectations and market best practices, all executive officers have a significant portion of their compensation tied to business goals through performance-based incentives.
The objectives of our compensation program are as follows:
Rewarding Performance. All components of our executive compensation program are designed to reward executive performance. Salary is designed to reward annual achievements, demonstrated leadership abilities, and management experience and effectiveness. Incentive pay focuses on motivating the executive to achieve exceptional short-term and long-term financial results.
Aligning with Shareholders’ Interest. One of our key compensation objectives is to align the interests of the executives with our shareholders by requiring our executives to own a certain amount of our Common Stock and linking compensation directly to Company financial performance. Improved Company performance leads to improved share price and increased shareholder value. Our cash-based incentive compensation plan is focused on profitability performance. Our equity-based compensation is comprised of a diversified set of awards, which for fiscal year 2021 included Relative Total Shareholder Return (“RTSR”) awards and Restricted Stock Unit (“RSU”) awards, each designed to promote long term success and increased shareholder value.
Retaining Key Talent. Long term equity-based compensation components and competitive total compensation and benefits packages serve as key retention tools.
With the above objectives in mind, the Committee has established guidelines for each of the compensation elements to ensure the appropriate mix of salary, short-term cash incentive, and long-term equity incentives as percentages of total compensation. The total target compensation for each executive officer is assessed by the Committee at the beginning of each fiscal year based on the expectations and responsibilities of the role, market value of the role (as described in more detail under “Executive Compensation Process” below) and the performance of the individual in that role. Unless circumstances require otherwise, the Committee reviews market value information biennially with the assistance of an external compensation advisory service, which specializes in executive compensation programs. For fiscal year 2021, the Committee utilized services from CAP and Meridian Compensation Partners (“Meridian”). These advisory services report directly to the Committee and do not provide any services to the Company other than the executive compensation consulting services provided to the Committee. The Committee assessed the independence of CAP and Meridian pursuant to SEC rules and Nasdaq listing standards and concluded that no conflicts of interest exist.
Depending on financial results, a NEO may earn more or less than target compensation. In order for executive officers to realize their target compensation, the Company’s financial results must perform to goals approved by the Committee and shareholder expectations. An executive’s actual total compensation is directly linked to both their individual performance and the Company’s financial results.

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Executive Compensation Process
The objectives of the executive compensation process are to:
Set the total target compensation for each executive officer at or near the market-value midpoint for each position;
Determine the appropriate mix of compensation between cash and stock;
Determine the appropriate mix of compensation among salary, short-term incentives, and long-term incentives;
Determine stock ownership requirements based on market data; and
Use a data-driven approach by partnering with an independent executive compensation advisor for market data as detailed on page 28 below.
The Committee seeks to target each NEO’s total compensation to the level the Committee considers market competitive, aligned to the specific executive’s responsibilities, and reflective of individual performance. In determining the appropriate mix of compensation components, the Committee has established guidelines for long-term equity awards (RTSR and RSUs), short-term cash incentive compensation, salary, and the Company’s discretionary contribution to our retirement plan. In allocating the amount of compensation among our different types of long-term equity awards, for fiscal year 2021 the Committee determined to grant RTSR and RSU awards to all of our executive officers further emphasizing long term performance relative to our peers.
In fiscal year 2021, the dollar amount of the targeted equity-based compensation, as a percent of salary, approved by the Committee for our CEO and the average for our other NEOs, excluding Ms. Schroeder, was as follows:

chart-aa74cfb3cbf84a57962a.jpg

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The following chart illustrates the targeted allocation of fiscal year 2021 compensation, as determined by the Committee, for our CEO compared to the average allocation for our other NEOs, excluding Ms. Schroeder. As demonstrated by this chart, a larger proportion of our CEO’s targeted compensation for fiscal 2021 was allocated to performance-based equity awards compared to our other NEOs.

Targeted Compensation Components

chart-ddb81695a7d7418dafea.jpg chart-13681c4db1564d3f9d1a.jpg
(1) Represents the dollar value of the targeted allocation of total compensation to service-based RSUs established by the Committee for fiscal year 2021.
(2) Represents the dollar value of the targeted allocation of total compensation to RTSR awards established by the Committee for fiscal year 2021.
(3) The Annual Cash Incentive Plan component assumes a payout at the target level of performance, or a payout of 80% of annualized salary for our CEO and a payout for our other NEOs (excluding Ms. Schroeder) ranging between 50% to 55% of salary. The Company contribution to our retirement plan is assumed to be 4% of eligible annualized compensation.
As part of this process, the Committee sets the target compensation of the CEO and approves the target compensation of the other executive officers in consultation with the CEO, who manages the expectations and performance of those executives throughout the year. The Committee gives significant consideration to the recommendation of the CEO, but the final compensation decisions for all executive officers are within the Committee’s authority. The only other role that executive officers play in this process is a discussion with the CEO, or in the case of the CEO, with the Committee, regarding their own individual fulfillment of strategic objectives and overall job performance.
Factors considered by the Committee in setting executive compensation include, but are not limited to:
Market value for the role - based on market data and peer group information described below
Responsibilities - the scope and breadth of the duties and expectations of the roles
Leadership - demonstrated ability to lead the organization
Performance - with an emphasis on consistent, sustained productivity and delivery of results
Potential - demonstrated capacity to grow into even broader leadership responsibilities
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Execution of strategy and individual strategic objectives - demonstrated ability to successfully lead the fulfillment of strategic plans and their own strategic objectives
Personal development - demonstrated willingness to continuously learn and grow professional and leadership skills
Promotion of Company culture and values - demonstrated commitment to activating our Purpose, modeling our Guiding Principles and ethical behavior
Company results - demonstrated leadership and teamwork to enable achievement of Company goals and performance targets
For fiscal year 2021, the Committee used market data from the following sources for executive compensation planning, analysis and decision-making. CAP, the Committee’s independent compensation consultant at the time, provided the data and analysis which were the primary basis for determination of fiscal year 2021 target compensation:
Aggregated survey data from multiple sources reflective of the Company’s approximate revenue size of $800 million.
A peer group consisting of the following companies with which the Company competes directly or who are in related industries such as building products:

American Woodmark
Apogee Enterprises
Bassett Furniture Industries
Builders FirstSource
Ethan Allen Interiors
Flexsteel Industries
Herman Miller
HNI Corp.
Interface
Knoll
La-Z-Boy
Patrick Industries
Quanex Building Products
Simpson Manufacturing
Steelcase
The Dixie Group
Trex Company

To provide in- depth advisory services as a result of the unprecedented impact of the COVID-19 pandemic, the Committee engaged with Meridian in January 2021 for additional insight and counsel.
For fiscal year 2022 executive compensation planning, the Committee partnered with Meridian to review the competitiveness of our executive compensation program including pay levels for our NEOs and other executive officers. Similar to our fiscal year 2021 target compensation, fiscal year 2022 executive officer pay levels and program design were primarily based on a compensation peer group and published survey data. Meridian also provided information on the latest market trends related to executive compensation and mix of compensation components.


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Components of Compensation
As summarized above, our executive compensation program is comprised of the following primary components: (i) annual cash compensation, which includes salary, performance-based cash incentive compensation and the Company’s discretionary contribution to the retirement plan, and (ii) equity incentive compensation, including performance-based and service-based long-term equity awards, each of which is described below.
Compensation ComponentPurposeLink to
Compensation Philosophy
Annual salaryTo provide an appropriate level of fixed compensation that will support executive recruitment and retention based on business responsibilities, personal performance during the prior year, and leadership qualities.Rewards individual performance.

Retains executive talent.
Performance-based cash incentive compensation (Annual Cash Incentive Plan)Variable component used to incent, motivate, and link compensation with our financial success.Rewards Company performance.

Aligns interests with shareholders’ interests.

Retains executive talent.
Discretionary Company contribution to retirement plansVariable component used to complement our benefits package in order to support executive recruitment and retentionProvides competitive compensation & benefits package.

Retains executive talent.
Performance-based equity incentive compensation (RTSRs)Variable component used to incent, motivate, and link compensation with the interests of our shareholders.Rewards Company performance.

Rewards long-term share price appreciation.

Retains executive talent.
Service-based equity incentive compensation (RSUs)To promote retention and alignment with shareholders’ interests.Retains executive talent.

Rewards long-term share price appreciation.

Rewards tenure.
Additional discretionary cash and/or stock compensationTo recognize individual achievement in special situations.Rewards performance.

Retains executive talent.
In connection with Mr. Wolfe’s appointment as our CFO, he received certain additional cash and equity awards, including a one-time sign-on cash award intended to induce him to accept the CFO position, RTSR and RSU awards that are intended to transition him into the normal three-year performance cycle for our RTSR awards and three-year vesting schedule for our RSUs, respectively, as described in more detail below. We provide sign-on bonuses when the Committee determines it is necessary and
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appropriate to advance the Company’s interests, including attracting top executive talent from other companies.
Compensation Decisions
The annual compensation of our NEOs is based upon the process described in the “Executive Compensation Process” section of this Compensation Discussion and Analysis and consists of components as delineated in the compensation component table above.
For fiscal year 2021, the Committee ensured that the executive compensation program was appropriately aligned with shareholders’ interests and focused on improving key financial metrics that support our strategic business plans. The Committee took the following actions with respect to fiscal year 2021 and fiscal year 2022 NEO compensation.
Action TakenDate Action Taken For Fiscal Year 2021Date Action Taken For Fiscal Year 2022
Executive compensation — reviewed and approved target compensation of NEOsJuly 2020July 2021
Annual Cash Incentive Plan — approved the performance metrics, goals and the non-operating adjustments to the performance goalsAugust 2020July 2021
RTSR Awards — approved the award agreements and performance targetsJuly 2020July 2021
Equity awards — awarded RSU and RTSR award opportunitiesJuly 2020July 2021
Discretionary authority — approved the CEO’s discretionary authority to grant equity awards to non-executive officersJuly 2020July 2021
Retirement plan — reviewed the methodology to determine the Company contribution and the non-operating adjustments to the performance metricJuly 2020N/A
Annual Cash Incentive Plan — approved a new executive annual cash incentive plan to replace the 2019 Annual Cash Incentive Plan for NEOs and other executive officers.N/AJuly 2021
Executive officer compensation — approved Mr. Wolfe’s compensation package as the Company’s new CFOAugust 2020N/A
RTSR Awards — certified the RTSR performance for the RTSR awards that vested at the end of the fiscal year, resulting in the issuance of sharesJuly 2021Projected
July 2022
Annual Cash Incentive Plan — certified performance for the Annual Cash Incentive Plan for the fiscal year and the cash incentive payoutAugust 2021Projected
July 2022
Determined that no APS awards would be granted for fiscal year 2021, and decided to increase Annual Cash Incentive Plan targets in fiscal year 2021 due to the elimination of APS awards.July 2020N/A
Discretionary Company contribution to the retirement plan — based on Company performance, the Committee decided on a zero contribution for the fiscal yearAugust 2021Projected
July 2022


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CFO Transition and Related Compensation Decisions
As previously disclosed, on October 5, 2020 the Company announced the appointment of Timothy J. Wolfe as the CFO of the Company effective October 19, 2020, to replace Ms. Schroeder who stepped down from the position for personal reasons. Ms. Schroeder remains with the Company in the role of Sr. Director, Corporate Business Practices and Investor Relations.
In determining the compensation to be paid to Mr. Wolfe upon his appointment as our CFO, the Committee recognized the importance of attracting a proven executive with strategic and operational experience leading a growing global company. The Committee reviewed the CAP executive compensation report and approved the following target annualized compensation for fiscal year 2021 for Mr. Wolfe:
Target Annualized FY 2021 Compensation(1)
Salary(1)
$372,000
Annual Cash Incentive Plan(2)
$204,600
Equity Awards(3)
    RSU$135,800
    RTSR$74,400
______________
(1) Reflects Mr. Wolfe’s initial annualized salary, which was determined by the Committee to be market-competitive based on the data in the CAP executive compensation report.
(2) Mr. Wolfe was eligible to participate in the Annual Cash Incentive Plan for fiscal 2021, with a target annual incentive of 55% of salary and a maximum payout of 100% of salary, which was determined by the Committee to be market-competitive based on the data in the CAP executive compensation report. For fiscal year 2021, Mr. Wolfe was guaranteed a minimum payout under the Annual Cash Incentive Plan of 27.5% of his salary.
(3) The equity awards reflected in the above table equated to approximately 57% of Mr. Wolfe’s initial annualized salary. Mr. Wolfe was granted the following equity awards on October 19, 2020:
An RTSR award for a targeted 5,891 shares that will be earned based on our RTSR for a performance cycle ending on June 30, 2023. This target value equated to approximately 20% of his initial annualized salary.
An RSU award for 12,256 shares that will vest in full on June 30, 2023, which equated to approximately 37% of his initial annualized salary.

In addition to the target annualized compensation set forth in the table above, the Committee also approved the following one-time sign-on cash bonus and one-time transitional equity awards for Mr. Wolfe in connection with the commencement of his employment as CFO:
Mr. Wolfe received a one-time cash sign-on bonus of $73,500.
Our RTSR awards generally have a three-year performance cycle, and our RSUs generally cliff vest after three years. In order to allow Mr. Wolfe to acquire vested equity sooner, the Committee determined that a portion of Mr. Wolfe’s initial equity compensation should vest prior to the end of such three-year period. As a result, the Committee granted Mr. Wolfe the following one-time transitional equity awards:
An RTSR award for a targeted 5,225 shares, which will be earned based on our RTSR for a performance cycle ending on June 30, 2021 and an RTSR award for a targeted 6,169 shares, which will be earned based on our RTSR for a performance cycle ending on June 30, 2022.
An RSU award for 9,192 shares, which vested in full on June 30, 2021, and an RSU award for 12,256 shares, which will vest in full on June 30, 2022.

Mr. Wolfe is also eligible to participate in all benefit and retirement plans generally provided to our other executive officers, including our retirement plan, our Supplemental Employee Retirement Plan (“SERP”) and our executive preventative healthcare program.

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Annual Cash Compensation
1. Salary. Salaries for the executive officers are based upon the following factors: market value of their respective position, scope of responsibilities, performance, the period over which they have performed those responsibilities, and other subjective factors, as noted in the “Executive Compensation Process” section of this Compensation Discussion and Analysis. Annually, salaries of executive officers, other than the CEO, are recommended by the CEO and then reviewed and approved by the Committee as part of the target compensation management process. The Committee sets the CEO’s salary under the leadership of the Committee chair.
Subsequent to the end of fiscal year 2020, the Committee reviewed the updated market data for each of the NEOs, which indicated that the salary of each such NEO was within the range of market values for their respective positions. In recognition of Ms. Smith’s transition to the role of President, Workplace, her annual salary was increased 3.1% to $330,000, which is the aligned to market data for the role as provided by CAP. In addition, the Committee set Mr. Wolfe’s annual salary at $372,000, effective upon the commencement of his employment on October 19, 2020, which the Committee determined was market-competitive based on the data from CAP and secondarily from Korn Ferry, the executive recruiting firm the Committee utilized.
Fiscal year 2022 actions. Subsequent to the end of fiscal year 2021, the Committee determined the salary of each NEO except Mr. Johnson was within the range of market value for his or her respective position. Mr. Johnson’s salary was increased 10% to $357,500, effective October 4, 2021, which is the aligned to market data for his role as provided by Meridian.
2. Cash Incentive Compensation.  
Fiscal Year 2021 Actions. For fiscal year 2021, executive officers (including our NEOs), managers and other senior-level professionals, excluding sales professionals who are on a sales incentive plan, were eligible to participate in our Annual Cash Incentive Plan. This plan provided participants with an opportunity to receive additional cash compensation if designated profitability levels for the fiscal year were achieved. To align with the Kimball International Connect strategy the plan was based on Company-wide performance.
The goal of the Annual Cash Incentive Plan is to link each employee’s compensation with the financial success of the Company, resulting in a clear incentive to achieve the targeted profitability levels and associated performance goals. The potential cash incentive payout is a range of percentages of the participant’s salary, with the payout percentage increasing with higher levels of profitability. Higher payout ranges were set for executive officers who, by virtue of their leadership responsibilities and expectations, have a greater effect on Company profitability.
a. Fiscal Year 2021 Annual Cash Incentive Payout Opportunity
The Committee set the target cash incentive for our NEOs at a payout level that reflects the desired cash compensation at risk for their roles. For fiscal year 2021, the following cash incentive payout percentages were set for each of our NEOs:
% of Salary
Named Executive OfficerMinimum ThresholdTargetMaximum
Kristine L. Juster—%80%120%
Timothy J. Wolfe27.5%55%100%
Kourtney L. Smith—%55%100%
Mark W. Johnson—%55%100%
Lonnie P. Nicholson—%50%100%
Michelle R. Schroeder—%50%100%
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For fiscal year 2021, Mr. Wolfe was guaranteed a minimum payout under the Annual Cash Incentive Plan of 27.5% of his salary. Ms. Schroeder’s target cash incentive was 50% of salary from July 1, 2020 through October 18, 2020 while she was CFO.
At the end of each fiscal year, but before cash incentives under this plan may be paid, the Committee certifies the actual performance that was achieved and approves the payment of the cash incentive. The Committee does not have the discretion to increase, but can decrease, the amount of any cash incentive for NEOs under the Annual Cash Incentive Plan.
b. Eligibility for and Timing of Payouts under the Annual Cash Incentive Plan
Cash incentives earned under the Annual Cash Incentive Plan for fiscal year 2021 were accrued and paid in a single installment in August 2021. Except for provisions relating to retirement, death, permanent disability, and certain other circumstances described in a participant’s employment agreement, participants (including our NEOs) must be actively employed on the payment date to be eligible to receive any earned cash incentive.
If a participant’s termination of employment is caused by retirement, death, permanent disability or certain other circumstances described in a participant’s employment agreement, the participant (or beneficiary, in the event of the participant’s death) will generally be entitled to receive any unpaid cash incentive payment for the previous fiscal year and a pro-rata share for the current fiscal year, all to be paid in full within 2½ months after the end of our fiscal year.
c. Fiscal Year 2021 Performance Metrics
For fiscal year 2021, Adjusted EBITDA was selected as the performance metric as it is directly linked to sustaining value creation and shareholder interests. Due to the increased focus on capital management in light of the COVID-19 pandemic, a working capital qualifier was added to ensure the Company remained focused on income delivery while managing liquidity. Adjusted EBITDA is calculated as net income before interest expense, income taxes, depreciation expense, and amortization expense, and excludes restructuring expense, the financial results of an acquired business in the year of acquisition, acquisition expenses and the financial impacts of natural disasters. Working capital is defined as the total of accounts receivable and inventory less accounts payable and customer deposits.
The Adjusted EBITDA tiers and working capital qualifier for fiscal year 2021 were set by the Committee after considering key factors, most notably the Company’s strategic plan and resulting planned financial delivery based on assumptions regarding our ramp of revenue as the markets we serve began to recover from the global pandemic. The Company-wide Tiers were set at a level that would motivate the executive officers to execute to the Company’s strategic plan delivering an EBITDA performance that would be challenging given the impact of the pandemic. The rigor of our performance metrics is demonstrated by our five-year average payout of 41% of target for each NEO.
Our Adjusted EBITDA tiers for the Company-wide plan for fiscal year 2021, as approved by the Committee, are shown below.
Company-wide TiersAdjusted EBITDA
(in thousands)
Equivalent Adjusted EBITDA %
Maximum(1)
$79,500 12.5%
Target(1)
$57,600 9.0%
Minimum$48,000 7.5%
______________
(1) The fiscal year 2021 working capital qualifier required that in order to pay out greater than the Target level, the 12-month average of working capital as a percent of sales was required to be less than 8.5%. Working capital is defined as accounts receivable and inventory less accounts payable and customer deposits.
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The equivalent Adjusted EBITDA percentage at each performance tier level was determined by dividing (a) the Adjusted EBITDA for each tier by (b) fiscal year 2021 forecasted sales. A reconciliation of net income calculated in accordance with U.S. generally accepted accounting principles (“GAAP”) to Adjusted EBITDA used to determine the payout under the Annual Cash Incentive Plan for fiscal year 2021 is shown in Appendix B — Reconciliation of GAAP to Non-GAAP Measures.
d. Actual Performance and Payouts
Based upon our fiscal year 2021 Adjusted EBITDA results of $29.1 million, our NEOs received no payouts under the Annual Cash Incentive Plan, except for Mr. Wolfe. Mr. Wolfe received his minimum guaranteed payout which was equal to 27.5% of his salary (or 50% of his Annual Cash Incentive Target).
Fiscal year 2022 actions. To better align to market data, the target cash incentive payout for Mr. Wolfe, Ms. Smith, and Mr. Johnson was increased from 55% to 65% of salary and for Mr. Nicholson from 50% to 60% of salary.
The performance measure for fiscal year 2022 will be Adjusted EBITDA as is defined in Form 10-K non-GAAP reconciliations, and additionally excluding the financial results of an acquired business in the year of acquisition, and financial impacts from natural disasters. The working capital Qualifier that was added for fiscal year 2021 for increased capital management during the onset of the pandemic was removed for fiscal year 2022 to provide greater focus and emphasis on operating performance.
Equity-Based Compensation
Our 2017 Stock Incentive Plan (the “2017 Stock Plan”) approved by shareholders in October 2017 permits us to grant a variety of equity-based incentive awards consisting of stock options, stock appreciation rights, restricted stock, stock units, and other stock-based awards to eligible participants. During fiscal year 2021, the Committee granted to our NEOs performance-based equity awards and retention-focused time-vested RSUs under the 2017 Stock Plan. The Committee believes that performance-based equity awards represent one of the more effective forms of equity-based incentive compensation available under a stock incentive plan, because such awards are directly linked to our stock price performance relative to our TSR Peer Group (see below regarding composition of TSR Peer Group). Equity-based incentives also promote retention as a result of their three year performance or vesting cycles, depending on the type of equity-based incentive granted. Our policy is to grant equity awards in July of each fiscal year, or as triggered by a promotion or new hire into an executive role.
1.  Fiscal Year 2021 Performance-Based Awards
In fiscal year 2021, the Committee awarded RTSRs to our NEOs and other executive officers. The maximum number of shares awarded to each of our NEOs is determined by the Committee based upon the factors noted in the “Executive Compensation Process” section. The RTSR awards, which generally have a three-year performance cycle, act as an incentive to drive higher profits and long-term stock price appreciation. The NEOs have no voting or dividend rights with respect to the performance-based awards until earned and settled in shares of Common Stock.
a. Timing of RTSR Awards
During Fiscal 2021, the following RTSR awards were granted to our NEOs:
On July 31, 2020, the Committee granted RTSR awards to Ms. Juster, Ms. Smith, Mr. Johnson, Mr. Nicholson, and Ms. Schroeder for a performance cycle beginning on July 1, 2020 and ending on June 30, 2023.
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On October 19, 2020, the Committee also granted the following three RTSR awards to Mr. Wolfe upon his appointment as CFO:
one for the performance cycle beginning on October 19, 2020 and ending on June 30, 2021,
one for the performance cycle beginning on October 19, 2020 and ending on June 30, 2022, and
one for the performance cycle beginning on October 19, 2020 and ending on June 30, 2023.
For each of the above RTSR awards, the number of performance units granted functions as a target. Depending on achieved performance, the number of performance units that may be earned may range from 0% to 200% of target. Each performance unit represents the right to receive one share of our Common Stock. For any specific performance cycle, the performance units earned will be determined based entirely on our RTSR, as of the last day of the performance cycle.
b. Definition of TSR and TSR Peer Group
For purposes of each RTSR award, Total Shareholder Return (“TSR”) is expressed as a compound annual growth rate as calculated in the following example, with the ##-month period representing the number of months in the performance cycle of the award:
TSR =(Ending stock price + dividends paid)
12
##
– 1
Beginning stock price
Our TSR is compared to a peer group of companies approved by the Committee. To determine payout under the award, each peer group company’s TSR will be determined at the end of the performance cycle. Our RTSR will be compared to the chart below to determine the percentage of target shares earned. Any RTSR between the 80th and 50th and the 50th and 30th percentiles will be interpolated. If our RTSR is less than the 30th percentile, the resulting payout would be 0%. If our TSR is less than zero, the payout will not exceed 100% of the target payout.

Relative TSRPerformance Unit Payout as a Percent of Target
80th Percentile and above200%
50th Percentile100%
30th Percentile50%
Less than 30th Percentile—%
The TSR Peer Group comprises the following companies with which the Company competes directly or who are in related industries such as building products:
Company NameSub-IndustryCompany NameSub-Industry
ACCO Brands CorporationOffice Services & SuppliesInsteel Industries, Inc.Building Products
American Woodmark CorporationBuilding ProductsInterface, Inc.Office Services & Supplies
Apogee Enterprises, Inc.Building ProductsKnoll, Inc.Office Services & Supplies
Armstrong Flooring, Inc.Building ProductsMasonite International CorporationBuilding Products
Builders FirstSource, Inc.Building ProductsNL Industries, Inc. (now Cornerstone Building Brands, Inc.)Office Services & Supplies
Comfort Systems USA, Inc.Construction & Eng.Patrick Industries, Inc.Building Products
CSW Industrials, Inc.Construction & Eng.Steelcase Inc.Office Services & Supplies
Gibraltar Industries, Inc.Building ProductsTecnoglass Inc.Building Products
Griffon CorporationBuilding ProductsTutor Perini CorporationConstruction & Eng.
Herman Miller, Inc.Office Services & SuppliesUniversal Forest Products, Inc.Building Products
HNI CorporationOffice Services & SuppliesWillScot CorporationBuilding Products
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c. Target Number of RTSRs Granted
The target number of RTSR shares awarded during fiscal year 2021 to each of our NEOs under the 2017 Stock Plan was as follows:
Named Executive OfficerFY 2021
RTSR Award
(Targeted # of Shares)
Kristine L. Juster43,700 
Timothy J. Wolfe17,285 
Kourtney L. Smith5,815 
Mark W. Johnson5,727 
Lonnie P. Nicholson4,405 
Michelle R. Schroeder(1)
5,762 
______________
(1) On October 19, 2020 Ms. Schroeder signed an agreement to waive and forfeit 3,989 of the RTSR shares granted July 31, 2020 pursuant to her transition from the CFO position.

2. Settlement of RTSR Awards with Performance Cycle ending June 30, 2021
a. Ms. Juster’s RTSR Awards
Ms. Juster received a grant of RTSR awards, with a performance cycle ending on June 30, 2021. At the conclusion of the performance cycle, our TSR of -4.7% ranked at the 13th percentile of the TSR Peer Group’s TSR during the same period which resulted in 0% RTSR payout in accordance with the below payout table.
Total Shareholder ReturnPeer Group TSR PerformancePayout
80th percentile26.88%200%
50th percentile8.85%100%
30th percentile4.00%50%
Less than 30th percentile—%—%
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b. Mr. Wolfe’s RTSR Awards
Mr. Wolfe received a grant of RTSR awards, with a performance cycle ending on June 30, 2021. At the conclusion of the performance cycle, our TSR of 25.3% ranked at the 18th percentile of the TSR Peer Group’s TSR during the same period which resulted in a 0% RTSR payout in accordance with the below payout table.
Total Shareholder ReturnPeer Group TSR PerformancePayout
80th percentile76.22%200%
50th percentile48.30%100%
30th percentile34.72%50%
Less than 30th percentile—%—%
c. Mr. Johnson’s RTSR Awards
Mr. Johnson received a grant of RTSR awards, with a performance cycle ending on June 30, 2021. At the conclusion of the performance cycle, our TSR of -23.8% ranked at the 1st percentile of the TSR Peer Group’s TSR during the same period, which resulted in a 0% RTSR payout in accordance with the below payout table.
Total Shareholder ReturnPeer Group TSR PerformancePayout
80th percentile37.46%200%
50th percentile31.10%100%
30th percentile12.18%50%
Less than 30th percentile—%—%
d. Mr. Nicholson’s and Ms. Schroeder’s RTSR Awards
Mr. Nicholson and Ms. Schroeder received a grant of RTSR awards, with a performance cycle ending on June 30, 2021. At the conclusion of the performance cycle, our TSR of -3.7% ranked at the 30.4th percentile of the TSR Peer Group’s TSR during the same period, which resulted in a 51% RTSR payout in accordance with the below payout table.
Total Shareholder ReturnPeer Group TSR PerformancePayout
80th percentile25.98%200%
50th percentile9.00%100%
30th percentile(3.70)%50%
Less than 30th percentile—%—%

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e. Actual Number of Shares Awarded for Performance Cycle ending June 30, 2021
The table below shows by NEO, the target number of shares awarded and the actual number of earned shares:
Named Executive OfficerRTSR Award
(Targeted # of Shares)
RTSR Award
(Number of Shares Issued) (1)
Kristine L. Juster30,377 — 
Timothy J. Wolfe5,225 — 
Kourtney L. Smith— — 
Mark W. Johnson3,595 — 
Lonnie P. Nicholson1,480 754 
Michelle R. Schroeder3,091 1,576 
(1) Shares have not been reduced by the number of shares withheld to satisfy tax withholding obligations.
Fiscal year 2022 performance-based awards. Subsequent to the end of fiscal year 2021, the Committee granted the following targeted number of RTSR awards to each of our NEOs under the 2017 Stock Plan as part of their fiscal year 2022 targeted compensation plan:
Named Executive OfficerFY 2022
RTSR Award
(Targeted # of Shares)
Kristine L. Juster30,888 
Timothy J. Wolfe5,027 
Kourtney L. Smith4,459 
Mark W. Johnson4,831 
Lonnie P. Nicholson3,510 
The fiscal year 2022 RTSR awards have a three-year performance cycle ending on June 30, 2024. The Compensation Committee carefully considered Meridian’s analysis of potential RTSR Peer Group companies for the award. The Committee selected peer companies based on the following characteristics:
Operates in direct or related industry to our Company
Market capitalization less than $20 billion
Historical share price movement had a relatively strong correlation with our share price movement

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The TSR Peer Group comprises the following companies:
Company NameSub-IndustryCompany NameSub-Industry
ACCO Brands CorporationOffice Services & SuppliesInsteel Industries, Inc.Building Products
Advanced Drainage Systems, Inc.Construction MaterialsInterface, Inc.Office Services & Supplies
Allegion plcElectrical EquipmentKnoll, Inc.Office Services & Supplies
American Woodmark CorporationBuilding ProductsLa-Z-Boy IncorporatedRetail - Discretionary
Apogee Enterprises, Inc.Building ProductsLeggett & Platt, IncorporatedHome & Office Products
Armstrong World Industries, Inc.Building ProductsMasonite International CorporationBuilding Products
CSW Industrials, Inc.Construction & Eng.Mohawk Industries,Inc.Home Construction
Fortune Brands Home & Security, Inc.Home ConstructionOwens CorningConstruction Materials
Gibraltar Industries, Inc.Building ProductsQuanex Building Products CorporationHousehold Products
Herman Miller, Inc.Office Services & SuppliesSimpson Manufacturing Co., Inc.Construction Materials
HNI CorporationOffice Services & SuppliesSteelcase Inc.Office Services & Supplies
UFP Industries, Inc.Building Products
3.  Restricted Stock Units
In fiscal year 2021, the Committee awarded RSUs to our NEOs and other executive officers. The RSU awards help to increase NEO share ownership, serve as a retention vehicle and incent our NEOs to drive long-term stock appreciation, thereby aligning the interests of our NEOs with those of our shareholders. RSUs are service-based and generally cliff vest after three years. In fiscal year 2021, our NEOs other than Mr. Wolfe were granted RSUs that cliff vest after three years. In addition, dividends accrue on the RSUs and are added to the total value of the RSUs at the time of vesting.
a. Fiscal Year 2021 RSU Grants
As part of its compensation planning, the Committee determines the percentage of total targeted compensation of each executive that should be allocated to RSUs. As shown in the Targeted Compensation Components chart in the “Executive Compensation Process” section above, for fiscal year 2021 this percentage was 16% for Ms. Juster (including accrued dividends) and an average of 18% for our other NEOs (including accrued dividends, excluding the one-time tranches of RSUs granted to Mr. Wolfe and excluding Ms. Schroeder).
The number of RSUs awarded in fiscal year 2021 was as follows:
Named Executive OfficerFY 2021
RSU Grant
(Shares Awarded)
Vest Date
Kristine L. Juster29,982 6/30/23
Timothy J. Wolfe9,192 6/30/21
12,256 6/30/22
12,256 6/30/23
Kourtney L. Smith12,066 6/30/23
Mark W. Johnson11,883 6/30/23
Lonnie P. Nicholson9,279 6/30/23
Michelle R. Schroeder(1)
10,622 6/30/23
______________
(1) On October 19, 2020 Ms. Schroeder signed an agreement to waive and forfeit 6,516 of the RSUs shares granted July 31, 2020 pursuant to her transition from the CFO position.
Mr. Wolfe was granted the RSUs reflected in the above table on October 19, 2020, the first day of his employment. Mr. Wolfe received transition awards to bridge him to the full market value for the role commensurate with his experience and the responsibilities of the position.
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b. RSUs that Vested on June 30, 2021
Our NEOs were previously granted RSUs that vested on June 30, 2021. The number of RSUs and accumulated dividends that vested on that date is shown in the below table:
Named Executive Officer
RSU Award
(Number of Shares Issued)(1)
Accumulated Dividends on RSU Award
(Number of Shares Issued)(1)
Kristine L. Juster(2)
106,318 7,761 
Timothy J. Wolfe9,192 188 
Kourtney L. Smith8,805 696 
Mark W. Johnson6,922 284 
Lonnie P. Nicholson8,251 652 
Michelle R. Schroeder6,283 496 
______________
(1) Shares have not been reduced by the number of shares withheld to satisfy tax withholding obligations.
(2) Upon her appointment as CEO in fiscal year 2019, Ms. Juster received a one-time, sign-on RSU award for 91,130 shares that vested in full on June 30, 2021 along with 6,652 shares for related accrued dividends.
Fiscal year 2022 RSU awards. Subsequent to the end of fiscal year 2021, the Committee granted the following number of RSUs to each of our current NEOs under the 2017 Stock Plan as part of their fiscal year 2022 targeted compensation plan:
Named Executive Officer
FY 2022
RSU Award
(Vesting on June 30, 2024)
Kristine L. Juster36,866 
Timothy J. Wolfe14,000 
Kourtney L. Smith12,419 
Mark W. Johnson13,454 
Lonnie P. Nicholson9,775 
4. Stock Compensation Award Authority
For newly hired or promoted non-executive officers and in special situations in which a non-executive officer’s individual achievement may not be adequately recognized under incentive plans, the Committee has granted authority to our CEO to distribute additional stock compensation up to an aggregate maximum amount. Any equity awards to executive officers must be approved by the Committee.
For fiscal years 2021 and 2022, the maximum number of shares approved by the Committee was 101,300 and 167,600 shares of Common Stock, respectively. The stock compensation may be in the form of equity award opportunities and/or outright grants of shares of Common Stock, all to be awarded under the 2017 Stock Plan. Discretionary compensation is awarded based upon individual effort and is paid in amounts and at such times as the CEO determines, in her sole discretion. No employee has a guaranteed right to discretionary compensation.
With respect to the NEOs, for fiscal year 2021 no discretionary stock compensation was awarded.
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Stock Ownership Guidelines
Our current stock ownership guidelines set the expectation that our independent directors and executive officers are to maintain beneficial ownership of our Common Stock at or above a value expressed as a multiple of their director fees or their salary, as the case may be, for as long as they remain a director or executive officer. “Beneficial Ownership” includes, in addition to shares held directly by directors or executives, those shares held by a spouse, minor children or grandchildren, trusts and retirement plans. Unearned incentive equity awards are not counted towards ownership until earned.
We believe these guidelines promote overall corporate responsibility, encourage decisions focused on a long-term view, and align our directors’ and executive officers’ perspectives with the interests of our shareholders. Any shares subject to the ownership requirements are prohibited from pledging or hedging activities. See our discussion of the Company’s hedging and pledging policy in “Corporate Governance—Hedging and Pledging Policy” on page 19.
Executive officers are expected to meet stock ownership requirements within five years and directors are expected to meet stock ownership requirements within seven years from the date of their appointment or election, or in the event of an increase in ownership requirements, within two years for each added multiple. Each director receives a minimum of 50% of their Board fees in Common Stock until such time as the director has met the stock ownership requirements, at which time the director will be permitted to adjust the amount of his or her future cash component paid in our Common Stock. Annually, the Committee will review progress toward the achievement of the stock ownership requirements and use its judgment on consequential actions if requirements are not met in a timely manner. Directors and executive officers are not permitted to dispose of shares of our Common Stock prior to meeting the stock ownership requirements, except upon review by, and approval of, either our Chief Financial Officer or our Chief Legal and Governance Officer. Officers and directors are deemed to be in compliance once target values are achieved, as long as the total number of shares used to achieve compliance are maintained.
The share ownership multiples are as follows:
PositionValue as a Multiple of Salary or Director Fees
Independent DirectorsX 4
Chair of the BoardX 4
Chief Executive OfficerX 5
Executive Vice PresidentsX 2
As of August 23, 2021, all directors and NEOs who have held their positions for more than five years, or have time remaining to become compliant, were in compliance with the stock ownership requirements.
Other Compensation and Employee Benefits
Retirement Plan
In fiscal year 2021, our NEOs participated in a defined contribution, participant-directed retirement plan in which all domestic employees are eligible to participate (the “Retirement Plan”). The Retirement Plan is intended to attract candidates for employment and promote employee retention by providing a long-term savings opportunity. The Retirement Plan provides for voluntary employee contributions as well as a discretionary annual profit-sharing Company contribution as determined by the Committee. The Committee considers Company profitability, among other factors, when determining the contribution. Due to the unprecedented impact of the COVID-19 pandemic upon the Company's financial performance, the Company did not contribute to participant accounts in fiscal year 2021. The Company contributed 3.75% of eligible compensation based on fiscal year 2020 profitability which was contributed to participant accounts in installments of 3.0% in august 2020 and 0.75% in January 2021. The total Company contribution is allocated based upon the total eligible compensation of eligible participants. Eligible compensation excludes all equity-based compensation. Each eligible participant’s Company contribution
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percentage is identical, including our NEOs. Our participant contributions are fully vested immediately, and Company contributions are fully vested after five years of participation according to the following schedule. All NEOs except Ms. Juster, Mr. Wolfe, and Mr. Johnson are fully vested.
Years of Vesting Service Vested Percentage
Less than 1 0%
1 10%
2 20%
3 40%
4 60%
5 100%
The Retirement Plan is fully funded, and participants may choose to invest their balances among any combination of investment options offered.
For those eligible employees who have annual compensation or contribution additions in excess of the IRS limits, their individual Company contribution under the Retirement Plan is reduced to reflect these limits. See the following “Nonqualified Deferred Compensation” section.
Nonqualified Deferred Compensation
For our NEOs, as well as other executive officers and other key employees who are designated by the CEO, we maintain a funded, nonqualified, SERP through which we contribute to the account of each participant an amount equal to the reduction in their allocation under the Retirement Plan due to the application of the IRS’s annual limitations on compensation and contribution additions. A participant’s deferrals are fully vested. Company contributions are subject to the same vesting schedule as the Retirement Plan. The Company did not contribute to the SERP in fiscal year 2021. The Committee determined this was appropriate given the unprecedented impact of COVID-19 on the Company's financial performance and consistent with actions taken regarding the Company contribution to the Retirement Plan. Investment options are the same as those under the Retirement Plan, except for the exclusion of a fixed income fund and the addition of a money market fund. Payments of a participant’s elective deferrals and Company contributions are made as elected by the participant in a lump sum or in installment payments over a period of 5 or 10 years commencing upon retirement or termination of employment, whichever occurs first. These amounts may be paid earlier in the event of death of the participant or an unforeseen emergency affecting the participant as determined by the committee appointed to administer the SERP. The SERP is intended to promote retention by providing a long-term savings opportunity on a tax-efficient basis. The assets of the SERP are held in a grantor trust in what is commonly referred to as a “rabbi trust” arrangement. This means that the assets of the SERP are subject to the claims of our general creditors in the event of our insolvency. For more information about amounts deferred by the NEOs, see the Nonqualified Deferred Compensation in Fiscal Year 2021 Table in this Proxy Statement.

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Other Compensation
The NEOs participate in an Executive Preventative Healthcare Program, which reimburses for executives’ and covered spouses’ travel to healthcare facilities for annual preventative exams. Otherwise, they have the same preventative healthcare coverage as provided to all Company employees through our consumer-driven healthcare plan options. 
No loans of Company funds have ever been made to any executive officer for any purpose.
Employment, Change in Control, and Severance Agreements
We have written executive employment agreements, which include compensatory provisions, and also have change in control agreements with each of the NEOs. These agreements are intended to align with competitive practices within the industries in which we operate and are designed to enhance the retention of executives and protect our interests by way of restrictive covenants.  The agreements determine the amount and timing of compensation payable to NEOs in the event of termination of employment under various circumstances. The agreements are described in the section entitled “Executive Officer and Director Compensation—Employment and Change in Control Agreements with NEOs and Potential Payments Upon Termination or Change in Control” in this Proxy Statement. 
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Tax and Accounting Considerations
Section 162(m)
Section 162(m) of the Internal Revenue Code limits the deductibility of executive compensation in excess of $1,000,000 paid to our NEOs covered under the law. As a result, compensation paid to our covered executives in excess of $1 million is not deductible.
The Committee considers deductibility when making executive compensation decisions, but reserves the right to award compensation that is not fully tax deductible when viewed as appropriate to accomplish our compensation program objectives.
Section 280G
Payments provided in connection with a change in control of a company may be subject to an excise tax under Section 4999 of the Internal Revenue Code. These payments also may not be eligible for a federal income tax deduction pursuant to Section 280G of the Internal Revenue Code. Our change in control agreements eliminate the risk of excise taxes and nondeductible federal income taxes by reducing any payments to an amount equal to one dollar less than the amount that would be considered a parachute payment under Section 280G of the Internal Revenue Code. Our change in control agreements do not provide for Section 4999 excise tax gross-up payments.
Section 409A
Section 409A of the Internal Revenue Code affects the payments of certain types of deferred compensation to key employees and includes requirements relating to when payments under such arrangements can be made, acceleration of benefits, and timing of elections under such arrangements. Failure to satisfy these requirements will generally lead to an acceleration of the inclusion of deferred compensation in an employee’s income, as well as certain additional taxes, penalties and interest. We intend for our nonqualified deferred compensation arrangement to meet the effective requirements of Section 409A. If any payments to an executive officer are subject to excise tax (or any interest or penalties incurred due to excise tax) imposed by Section 409A of the Internal Revenue Code due to our early payment of deferred compensation following a change in control, the executive officer will be entitled to reimbursement for the amount of the excise tax (plus interest and penalties).
Recovery (Claw Back) of Compensation for Executive Misconduct
Provisions for recovery of already-vested stock compensation due to executive misconduct are included in the 2017 Stock Plan as well as our RTSR and RSU award agreements, which must be signed by executive officers and other employees receiving such awards. Any equity awards that have not yet vested at the time of an executive officer’s separation for cause would not vest and the executive officer would therefore not receive any shares. Additionally, with respect to the RTSR and RSU awards, share awards distributed in the 12 months prior to an executive officer’s separation for cause or breach of the executive officer’s executive employment agreement must be repaid upon our written demand.
In addition, if we determine that an executive officer has engaged in fraudulent or intentional misconduct, resulting in a restatement of our financial results, we intend to take all reasonable and effective actions to recover any portion of performance-based or incentive compensation paid or awarded to the executive that is greater than the amount that would have been paid or awarded if calculated based on the restated financial results.

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COMPENSATION COMMITTEE REPORT
The Compensation and Governance Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on its review and discussions with management, the Committee recommended to our Board that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for fiscal year 2021 and this Proxy Statement.
2020 COMPENSATION AND GOVERNANCE COMMITTEE
Susan B. Frampton (Chair)
Thomas J. Tischhauser
Geoffrey L. Stringer
COMPENSATION RELATED RISK ASSESSMENT
The Board believes that risks arising from our employee compensation program philosophies, policies and practices are not reasonably likely to have a material adverse effect on the Company. Further, the Committee believes that the mix and design of the elements of executive compensation do not encourage management to assume excessive risks, but rather focus the executives on long-term strategic goals and shorter-term objectives and align their interests with those of our shareholders.
The Committee extensively reviewed the elements of executive compensation to determine whether any portion of such compensation encouraged excessive risk-taking and concluded:
the cash incentive performance targets are appropriately set to motivate achievement of realistic Company financial goals;
performance-based equity awards are appropriately linked to long-term stock performance relative to a group of peer companies; 
cash incentives and performance-based equity awards are earned at multiple levels of performance depending on actual results relative to realistic financial targets, rather than an “all-or-nothing” approach;
RSU awards generally vest over a three-year period to encourage executive officers to maintain a long-term perspective; and
stock ownership guidelines discourage excessive risk-taking, not only by setting reasonable levels of ownership, but also by restricting the ability of officers and directors to hedge or pledge shares in which they have beneficial ownership.
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EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
SUMMARY COMPENSATION TABLE
The Summary Compensation Table appearing below sets forth information regarding the compensation paid and/or awarded to NEOs for or during the fiscal years ended June 30, 2021, 2020, and 2019, excluding those fiscal years where individuals were not classified as NEOs. For a more thorough discussion of our executive compensation practices, refer to the “Compensation Discussion and Analysis” section of this Proxy Statement.
Name and Principal PositionBonusStock AwardsNon-Equity
 Incentive Plan Compensation
All Other
Compensation
Total
YearSalary ($)
($)(1)
($)(2)
($)(3)
($)(4)
($)(5)
(a)(b)(c)(d)(e)(g)(i)(j)
Kristine L. Juster2021$800,000 $— $823,998 $— $54,394 $1,678,392 
Chief Executive Officer2020$800,000 $214,000 $829,145 $544,000 $106,692 $2,493,837 
2019$513,888 $426,000 $3,883,966 $481,477 $113,763 $5,419,094 
Timothy J. Wolfe2021$243,231 $140,388 $578,045 $— $9,576 $971,240 
Chief Financial Officer
Kourtney L. Smith2021$328,462 $— $198,002 $— $11,068 $537,532 
President, Workplace2020$318,846 $— $175,669 $135,509 $30,827 $660,851 
2019$289,616 $— $257,430 $243,278 $30,251 $820,575 
Mark W. Johnson2021$325,000 $— $195,001 $— $9,322 $529,323 
Executive Vice President, Chief Legal, Governance Officer & Corporate Secretary2020$120,000 $75,000 $495,464 $51,000 $9,541 $751,005 
Lonnie P. Nicholson2021$303,016 $— $151,509 $— $11,401 $465,926 
Executive Vice President, Chief Human Resources Officer2020$303,016 $— $176,119 $115,903 $30,431 $625,469 
2019$302,900 $— $438,382 $184,769 $32,909 $958,960 
Michelle R. Schroeder2021$243,953 $— $181,773 $— $6,109 $431,835 
Former Executive Vice President, Chief Financial Officer2020$326,976 $— $184,900 $125,068 $28,505 $665,449 
2019$326,976 $— $317,578 $199,456 $31,824 $875,834 
__________________
(1) Ms. Juster received a cash payment of $106,000 in December 2018, $320,000 in June 2019, $107,000 in August 2019 and $107,000 in December 2019 for the purpose of transitioning her into full participation in the Annual Cash Incentive Plan. Ms. Juster was required to be employed by the Company on each payment date in order to receive the applicable payment. Mr. Wolfe received a cash sign-on bonus of $73,500 in November 2020. Mr. Wolfe was also guaranteed upon his hire a minimum Annual Cash Incentive Plan payment for fiscal year 2021 of 27.5% of salary, or $66,888, which was paid in August 2021. Mr. Johnson received a cash payment of $75,000 in February 2020 for the purpose of transitioning him into full participation in the Annual Cash Incentive Plan.
(2) Stock awards consist of RSU, RTSR, and APS awards, as follows:
The compensation reported in the “Stock Awards” column above represents equity-based compensation for each of our NEOs at the grant date fair value and based on the probable level of performance for the applicable performance-based awards, which does not reflect compensation actually received or earned by the NEOs in the respective years.
The assumptions used to calculate the grant date fair values are set forth in Note 13 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2021.
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The following tables set forth the relevant terms of the RSU, RTSR, APS and LTPS awards granted during each fiscal year, and the grant date fair value or incremental fair value, as applicable, included in the “Stock Awards” column for such awards in each such fiscal year:
Restricted Stock Units:
NameFiscal YearGrant Date
Vest Date(1)
 Grant Date Fair Value(2)
Fair Value Included in Stock Awards Column
Kristine L. Juster20217/31/20206/30/2023$10.94$328,003
20207/9/20196/30/2022$17.16$250,279
201911/1/20186/30/2019$16.49$166,467
11/1/20186/30/2020$16.49$250,450
11/1/20186/30/2021$16.49$250,450
11/1/20186/30/2021$16.49$1,502,734
(3)
Timothy J. Wolfe202110/19/20206/30/2021$11.08$101,847
10/19/20206/30/2022$11.08$135,797
10/19/20206/30/2023$11.08$135,797
Kourtney L. Smith20217/31/20206/30/2023$10.94$132,002
20207/9/20196/30/2022$17.16$159,897
20197/2/20186/30/2019$16.39$23,995
7/2/20186/30/2020$16.39$57,316
7/2/20186/30/2021$16.39$144,314
Mark W. Johnson20217/31/20206/30/2023$10.94$130,000
20201/31/20206/30/2020$18.78$97,506
1/31/20206/30/2021$18.78$129,995
1/31/20206/30/2022$18.78$129,995
Lonnie P. Nicholson20217/31/20206/30/2023$10.94$101,512
20207/9/20196/30/2022$17.16$129,850
20197/2/20186/30/2019$16.39$33,993
7/2/20186/30/2020$16.39$135,250
7/2/20186/30/2021$16.39$135,234
Michelle R. Schroeder20217/31/20206/30/2023$10.94$102,967
(4)
10/19/20206/30/2023$11.08$13,407
20207/9/20196/30/2022$17.16$103,389
20197/2/20186/30/2019$16.39$31,387
7/2/20186/30/2020$16.39$77,476
7/2/20186/30/2021$16.39$102,978
(1) RSU awards do not have performance conditions.
(2) The grant date fair value per share is based on the closing price of our Common Stock as reported by Nasdaq on the grant date.
(3) This grant consists of a one-time, sign-on equity award that cliff vests after three years, which was granted for inducement, retention and continuity purposes for the new CEO.
(4) On October 19, 2020 Ms. Schroeder signed an agreement to waive and forfeit 6,516 of the RSUs shares granted July 31, 2020 pursuant to her transition from the CFO position. Forfeited shares are included in the Fair Value.

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Relative Total Shareholder Return awards:
NameFiscal YearGrant DateVest Date
 Grant Date Fair Value per Share(1)
Fair Value Included in Stock Awards Column(2)
Grant Date Fair Value at Maximum Level of Performance(3)
Kristine L. Juster20217/31/20206/30/2023$11.35$495,995$991,990
20207/9/20196/30/2022$21.25$499,991$999,982
201911/1/20186/30/2020$21.46$651,890$1,303,781
11/1/20186/30/2021$21.49$652,802$1,305,603
Timothy J. Wolfe202110/19/20206/30/2021$10.68$55,803$111,606
10/19/20206/30/2022$12.06$74,398$148,796
10/19/20206/30/2023$12.63$74,403$148,806
Kourtney L. Smith20217/31/20206/30/2023$11.35$66,000$132,000
Mark W. Johnson20217/31/20206/30/2023$11.35$65,001$130,002
20201/31/20206/30/2021$18.08$64,997$129,994
1/31/20206/30/2022$19.76$64,991$129,982
Lonnie P. Nicholson20217/31/20206/30/2023$11.35$49,997$99,994
20207/9/20196/30/2022$21.25$31,323$62,646
20197/2/20186/30/2021$21.16$31,317$62,634
Michelle R. Schroeder20217/31/20206/30/2023$11.35$65,399$130,798
(4)
20207/9/20196/30/2022$21.25$65,386$130,772
20197/2/20186/30/2021$21.16$65,406$130,811
(1) The grant date fair value per share was calculated using a Monte Carlo simulation as of the grant date. The Monte Carlo valuation technique involves estimating the movement of stock prices and the effects of volatility, interest rates, and dividends.
(2) The amounts included in the “Stock Awards” column represent the grant date fair value based upon the target level of performance being achieved (which would result in the payout of 100% of the target number of RTSRs granted), which is the level of performance that was deemed probable on each such date. The actual payout for the fiscal year 2019 RTSR awards, which vested on June 30, 2021, was at a 0% level for Ms. Juster, Mr. Wolfe, and Mr. Johnson and at a 51% level for Mr. Nicholson and Ms. Schroeder.
(3) Under these awards, a participant will earn from 0% to 200% of the target award depending upon how the compound annual growth rate of our Common Stock ranks within the peer group at the end of the performance cycle. The amounts included in this column represent the grant date fair value of the maximum number of RTSR shares that can be earned.
(4) On October 19, 2020, Ms. Schroeder signed an agreement to waive and forfeit 3,989 of the RTSR shares granted July 31, 2020 pursuant to her transition from the CFO position. Forfeited shares are included in the Fair Value.

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Performance Share awards:
NameFiscal YearGrant Date
Vest Date(1)
Grant Date Fair Value Per Share(2)
Fair Value Included in Stock Awards Column(3)
Grant Date Fair Value at Maximum Level of Performance(4)
Kristine L. Juster20207/9/20196/30/2020 APS$16.85$78,875$157,750
201911/1/20186/30/2019 APS$16.18$380,084$760,169
Kourtney L. Smith20207/9/20196/30/2020 APS$16.85$15,772$31,544
20197/2/20186/30/2019 APS; August 2019 LTPS$16.12$31,805$46,071
Mark W. Johnson20201/31/20206/30/2020 APS$18.43$7,980$15,960
Lonnie P. Nicholson20207/9/20196/30/2020 APS$16.85$14,946$29,892
20197/2/20186/30/2019 APS; August 2019 LTPS$16.12$102,588$117,483
Michelle R. Schroeder20207/9/20196/30/2020 APS$16.85$16,125$32,250
20197/2/20186/30/2019 APS; August 2019 LTPS$16.12$40,332$56,420
(1) APS awards vest after one year, and LTPS awards vest over time, with one-fifth (1/5) of the LTPS award vesting annually over a five-year period. The phase out of our LTPS awards is complete after fiscal year 2019, with the final tranche of LTPS awards vesting in July 2019.
(2) The grant date fair value per share is calculated using the closing price of our Common Stock as reported by Nasdaq on the grant date, reduced by the present value of dividends not payable on outstanding performance shares.
(3) The amounts included in the “Stock Awards” column represent the grant date fair value based upon the target level of performance being achieved (which would result in the payout of 100% of the target number of shares granted), which was the level of performance that was deemed probable on such date.
(4) Represents the grant date fair value of the maximum number of APS shares that can be earned at 200% of target, and the maximum number of LTPS shares that can be earned at 100% of target.
(3) Amounts consist of cash incentive compensation earned for services rendered in the applicable fiscal year, pursuant to the applicable plans. The amounts are paid in the following fiscal year. For a description of the Annual Cash Incentive Plan and the payout percentages awarded to the NEOs under the Annual Cash Incentive Plan for fiscal year 2021, see “Compensation Discussion and Analysis — Components of Compensation — Annual Cash Compensation — Cash Incentive Compensation.”
(4) In fiscal year 2021, NEOs received a de minimus Christmas gift, and group term life insurance. No SERP or Retirement Plan Company contributions were earned for fiscal year 2021.
Also included in this column for fiscal year 2021 were dividends credited on unvested RSUs at a value of $54,319 for Ms. Juster; $9,100 for Mr. Wolfe; $10,868 for Ms. Smith; $9,262 for Mr. Johnson; $9,035 for Mr. Nicholson; and $5,909 for Ms. Schroeder. Dividend amounts were determined based on the number of RSUs multiplied by the Common Stock dividend rate per share for dividend declarations prior to the RSU vesting date during the fiscal year. Dividends on RSUs are paid in share equivalents based on the closing price of our Common Stock as reported by Nasdaq on the RSU vesting date. In fiscal years 2020 and 2019 our NEOs received reimbursement for travel to participate in the Executive Preventative Healthcare Program, Company contributions earned for the Retirement Plan and SERP in addition to the same types of other compensation as they received in fiscal year 2021.
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(5) Ms. Juster’s fiscal year 2019 compensation reflected in the Summary Compensation Table includes one-time transitional cash payments, the grant date fair value of one-time transitional equity awards, as well as a one-time, sign-on equity award that cliff vests after three years, which was granted for inducement, retention and continuity purposes. As a result, the compensation amount identified in the “Total” column is significantly higher than Ms. Juster’s targeted annualized compensation for fiscal 2019 of $2.3 million or the amount of cash and vested equity compensation she realized in fiscal year 2019. The amounts shown for Ms. Juster also include the following compensation she received for her service as an independent member of the Board prior to her appointment as our CEO:
 Fiscal Year 2019
Fees Earned or Paid in Cash or Stock Paid in Lieu of Cash (reported in the “Salary” column)(a)
$12,350 
Stock Awards - Class B common stock (reported in the “Stock Awards” column)(b)
 29,089 
Total Director Compensation$41,439
        
(a)     Represents the director fees paid in cash and fees for which Ms. Juster elected to receive Common Stock in lieu of cash.
(b)     Represents the stock component of Ms. Juster’s director fees and the portion of her cash director fees required to be paid in Common Stock as a result of her not meeting our stock ownership guidelines.
After her appointment as CEO, she received no additional compensation for her service as a director.
Mr. Wolf’s fiscal year 2021 compensation reflected in the Summary Compensation Table includes a one-time sign-on cash payment and the grant date fair value of one-time transitional equity awards. As a result, the compensation amount identified in the “Total” column is significantly higher than Mr. Wolfe’s targeted annualized compensation for fiscal 2021 of $823,000 or the amount of cash and vested equity compensation he realized in fiscal year 2021.
See the “Compensation Discussion and Analysis” section in this Proxy Statement for further information about the material terms of the NEOs’ compensation plans.
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GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2021
Estimated Possible Payouts Under Non-Equity Incentive Plan Award(1)
Estimated Future Payouts Under Equity Incentive Plan Awards
All Other Stock Awards: Number of Shares of Stock or Units(2)
Grant Date Fair Value of Stock and Option Awards(3)
GrantThresholdTargetMaximumThresholdTargetMaximum
NameDate($)($)($)(#)(#)(#)(#)($)
(a)(b)(c)(d)(e)(f)(g)(h)(i)(l)
Kristine L. Juster
Annual Cash Incentive Plan$— $640,000 $960,000 
RSU07/31/2029,982 $328,003 
RTSR(4)
07/31/20— 43,700 87,400 $495,995 
Timothy J. Wolfe
Annual Cash Incentive Plan$66,888 $133,777 $243,231 
RSU10/19/20— — 9,192 $101,847 
10/19/2012,256 $135,797 
10/19/2012,256 $135,797 
RTSR(4)
10/19/20— 5,225 10,450 $55,803 
10/19/20— 6,169 12,338 $74,398 
10/19/20— 5,891 11,782 $74,403 
Kourtney L. Smith
Annual Cash Incentive Plan$— $180,654 $328,462 
RSU07/31/2012,066 $132,002 
RTSR(4)
07/31/20— 5,815 11,630 $66,000 
Mark W. Johnson
Annual Cash Incentive Plan$— $178,750 $325,000 
RSU07/31/2011,883 $130,000 
RTSR(4)
07/31/20— 5,727 11,454 $65,001 
Lonnie P. Nicholson
Annual Cash Incentive Plan$— $151,508 $303,016 
RSU07/31/209,279 $101,512 
RTSR(4)
07/31/20— 4,405 8,810 $49,997 
Michelle R. Schroeder
Annual Cash Incentive Plan$— $82,996 $165,993 
RSU07/31/209,412 $102,967 
10/19/201,210 $13,407 
RTSR(4)
07/31/20— 5,762 11,524 $65,399 
_________________
(1) Represents potential cash incentive payments under the Annual Cash Incentive Plan with respect to fiscal year 2021 performance. The target amount is a cash incentive payout reflecting the desired level of compensation at risk. See the column captioned “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table for the actual payout amounts under the Annual Cash Incentive Plan for fiscal year 2021 performance. See “Compensation Discussion and Analysis — Components of Compensation — Annual Cash Compensation — Cash Incentive Compensation” for additional information regarding the terms of the Annual Cash Incentive Plan.
(2) Amounts represent the number of RSUs granted to our NEOs. RSUs granted on July 31, 2020 vest on June 30, 2023. RSUs granted on October 19, 2020 vest on June 30, 2021, June 30, 2022 and June 30, 2023. See “Compensation Discussion and Analysis—Components of Compensation—Equity-based Compensation—Restricted Stock Units” for additional information regarding the vesting of these RSUs.
On October 19, 2020 Ms. Schroeder signed an agreement to waive and forfeit 6,516 of the RSUs shares granted July 31, 2020 pursuant to her transition from the CFO position.
(3) Amounts represent the grant date fair value of the RSUs and the target number of RTSR shares. The grant date fair value of the RSUs granted on July 31, 2020 and October 19, 2020 were calculated using $10.94 and $11.08, respectively, the closing price of our Common Stock as reported by Nasdaq on the grant date. The grant date fair value of the RTSR awards granted on July 31, 2020 was calculated using the Monte Carlo simulation, resulting in a value of $11.35 per share on the grant date. The grant date fair value of the RTSR awards granted on October 19, 2020 was calculated using the Monte Carlo simulation, resulting in a value of $10.68, $12.06 and $12.63, vesting on June 30, 2021, June 30, 2022 and June 30, 2023, respectively.
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On October 19, 2020 Ms. Schroeder signed an agreement to waive and forfeit 6,516 of the RSUs and 3,989 of the RTSR shares granted July 31, 2020 pursuant to her transition from the CFO position. Forfeited shares are included in the Fair Value.
(4)    Represents RTSR awards issued pursuant to the 2017 Stock Plan that will vest in future years. On October 19, 2020 Ms. Schroeder signed an agreement to waive and forfeit 3,989 of the RTSR shares granted July 31, 2020 pursuant to her transition from the CFO position. Forfeited shares are included in the Fair Value.
For RTSR awards, at the target level of performance, 100% of the shares granted will be earned, but a participant can earn 0% for below threshold performance or from a minimum of 50% to a maximum of 200% of the target number of shares depending upon how the compound annual growth rate of our Common Stock ranks within the peer group at the end of the performance cycle. See “Compensation Discussion and Analysis — Components of Compensation — Equity-Based Compensation” for additional information regarding the terms of RTSR awards. Based on fiscal year 2021 performance, 0% of the target number of shares for Ms. Juster, Mr. Wolfe, and Mr. Johnson, and 51% of the target number of shares for Mr. Nicholson and Ms. Schroeder was earned pursuant to the RTSR awards granted in fiscal year 2019 for Ms. Juster, Mr. Nicholson and Ms. Schroeder, and fiscal year 2021 for Mr. Wolfe and Mr. Johnson, as follows: 30,377 for Ms. Juster; 5,225 for Mr. Wolfe; 3,595 for Mr. Johnson; 1,480 for Mr. Nicholson; and 3,091 for Ms. Schroeder.


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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2021
Stock Awards
Name
Number of Shares or Units of Stock That Have Not Vested(1)
Market Value of Shares or Units of Stock That Have Not Vested(2)
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3)
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2)
(#)($)(#)($)
(a)(g)(h)(i)(j)
Kristine L. Juster46,185 $607,333 67,229 $884,061 
Timothy J. Wolfe25,014 $328,934 12,060 $158,589 
Kourtney L. Smith22,224 $292,246 5,815 $76,467 
Mark W. Johnson19,414 $255,294 9,016 $118,560 
Lonnie P. Nicholson17,514 $230,309 5,879 $77,309 
Michelle R. Schroeder10,563 $138,903 4,850 $63,778 
_________________
(1) Unvested RSUs and accumulated dividends credited on unvested RSUs consist of the following:
Stock Award and Grant Date
NameRSU 10/19/2020RSU 10/19/2020RSU 7/31/2020RSU 1/31/2020RSU 7/9/2019
Kristine L. Juster
Shares (#)30,802 15,383 
Vesting Date(s)6/30/20236/30/2022
Timothy J. Wolfe
Shares (#)12,507 12,507 
Vesting Date(s)6/30/20236/30/2022
Kourtney L. Smith
Shares (#)12,396 9,828 
Vesting Date(s)6/30/20236/30/2022
Mark W. Johnson
Shares (#)12,208 7,206 
Vesting Date(s)6/30/20236/30/2022
Lonnie P. Nicholson
Shares (#)9,533 7,981 
Vesting Date(s)6/30/20236/30/2022
Michelle R. Schroeder
Shares (#)1,234 2,975 6,354 
Vesting Date(s)6/30/20236/30/20236/30/2022
(2) Calculated using the $13.15 closing price of our Common Stock as reported by Nasdaq on June 30, 2021.
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(3) Unearned and unvested equity incentive plan awards consist of the following:
Stock Award and Initial Grant Date
NameRTSR 10/19/2020RTSR 10/19/2020RTSR 7/31/2020RTSR 1/31/2020RTSR 7/9/2019
Kristine L. Juster
Shares (#)43,700 23,529 
Vesting Date(s)6/30/20236/30/2022
Timothy J. Wolfe
Shares (#)5,891 6,169 
Vesting Date(s)6/30/20236/30/2022
Kourtney L. Smith
Shares (#)5,815 
Vesting Date(s)6/30/2023
Mark W. Johnson
Shares (#)5,727 3,289 
Vesting Date(s)6/30/20236/30/2022
Lonnie P. Nicholson
Shares (#)4,405 1,474 
Vesting Date(s)6/30/20236/30/2022
Michelle R. Schroeder
Shares (#)1,773 3,077 
Vesting Date(s)6/30/20236/30/2022
Awards disclosed in the tables above represent the number of shares that would be issued assuming target performance for RTSR awards. At the target performance level, 100% of the shares eligible to be received would be issued. For RTSR awards, a participant can earn 0% for below threshold performance or from a minimum of 50% to 200% of the target level depending upon how the compound annual growth rate of our Common Stock ranks within the peer group at the end of the performance cycle.

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OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2021
Stock Awards
Number of Shares Acquired on Vesting
(#)(1)
Value Realized on Vesting
($)(2)
Name
(a)(d)(e)
Kristine L. Juster114,079 $1,500,139 
Timothy J. Wolfe9,380 $123,347 
Kourtney L. Smith9,501 $124,938 
Mark W. Johnson7,206 $94,759 
Lonnie P. Nicholson9,657 $126,990 
Michelle R. Schroeder8,355 $109,868 
_____________
(1) Shares acquired upon vesting during fiscal year 2021 include:
RSU awards granted on July 2, 2018, November 1, 2018, January 31, 2020 and October 19, 2020, which vested on June 30, 2021 and
RTSR awards granted on July 2, 2018, November 1, 2018, January 31, 2020 and October 19, 2020, which vested on June 30, 2021.
Shares have not been reduced by the following shares withheld to satisfy tax withholding obligations: Ms. Juster — 38,470 shares; Mr. Wolfe - 2,811 shares; Ms. Smith - 2,713 shares; Mr. Johnson - 2,140 shares; Mr. Nicholson - 2,737 shares; and Ms. Schroeder — 2,658 shares.
(2) The value realized is calculated by multiplying the closing price of our Common Stock as reported by Nasdaq on the vesting date by the number of shares that vested. The RSU and RTSR awards that vested on June 30, 2021 were valued at the $13.15 closing price of our Common Stock on June 30, 2021.

NONQUALIFIED DEFERRED COMPENSATION IN FISCAL YEAR 2021
Executive
Contributions in
Last FY
Registrant
Contributions in
Last FY
Aggregate Earnings
in Last FY
Aggregate
Withdrawals/
Distributions
Aggregate Balance
at Last FYE
Name
($)(1)
($)(2)
($)(3)
($)
($)(4)
(a)(b)(c)(d)(e)(f)
Kristine L. Juster$45,583 $— $15,116 $— $94,676 
Kourtney L. Smith$29,154 $— $64,690 $— $234,643 
Lonnie P. Nicholson$49,712 $— $226,497 $— $759,199 
Michelle R. Schroeder$27,710 $— $174,768 $— $778,508 
_____________
(1) These amounts are included in the fiscal year 2021 amounts in the “Salary” column of the Summary Compensation Table.
(2) Represents Company contributions paid in September 2020 and January 2021, which are included in the fiscal year 2020 amounts in the “All Other Compensation” column of the Summary Compensation Table.
(3) Earnings do not represent above-market or preferential rates, and are not included in the Summary Compensation Table for fiscal year 2021 or prior years.
(4) The Aggregate Balance is the balance in the NEO’s SERP account as of June 30, 2021. The balance includes executive contributions in fiscal year 2021 and prior fiscal years, which are included in the “Salary” column of the Summary Compensation Table. The balance also includes Company contributions in fiscal year 2021 and prior fiscal years, which are included in the “All Other Compensation” column of the Summary Compensation Table.

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Activity disclosed in the table above relates solely to our SERP, which is our only nonqualified deferred compensation arrangement. See “Compensation Discussion and Analysis — Components of Compensation — Other Compensation and Employee Benefits — Nonqualified Deferred Compensation” for further information about the material terms of the SERP.

EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS WITH NEOS
AND POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Executive Employment Agreements
We have Executive Employment Agreements and Change in Control Agreements with each of our NEOs, except Ms. Schroeder. Each of the Executive Employment Agreements with our NEOs is in substantially the same form except as noted herein regarding Ms. Juster’s, Mr. Wolfe’s, and Mr. Johnson’s Executive Employment Agreements.
Upon Ms. Schroeder, former CFO, taking a different role within the Company in October 2020, she ceased participating in an Executive Employment Agreement and Change in Control Agreement. Ms. Schroeder instead has an employment agreement that imposes non-competition and non-solicitation obligations during the term of her employment and for a period of 12 months following termination of employment for any reason. If Ms. Schroeder is separated from employment due to elimination of her position, she would be eligible for severance in the amount of two weeks’ pay for each year of tenure up to 26 weeks of pay. She would also receive a payment of an amount equal to the cost of continuation of healthcare premiums for a period equal to that used to compute severance. Further, vesting and payout of any stock awarded pursuant to the 2017 Stock Incentive Plan would also occur, along with distribution of any deferred cash incentive amounts from the prior fiscal year and a pro-rated cash incentive from the current fiscal year. She would also receive reimbursement for up to $8,000 in costs for outplacement services.
Pursuant to the Executive Employment Agreements, if the executive’s employment is terminated by us without Cause (as defined below) or by the executive for Good Reason (as defined below), we will provide compensation and benefits to the executive as follows:
(i)  base salary through the date of termination of employment;
(ii)  any deferred and unpaid cash incentive amounts due for the immediately preceding fiscal year;
(iii) (a) unless the executive’s termination occurs during the one-year period before a Change in Control (as defined below) of the Company or during the two-year period following a Change in Control, severance pay equal to the sum of the executive’s annual base salary at the highest rate in effect during the three years (one year for Mr. Wolfe and Mr. Johnson) immediately preceding the last day of employment and the higher of either the executive’s target cash incentive for the period in which the last day of employment occurs or the executive’s average annual cash incentive award for the three annual cash incentive periods immediately preceding the last day of employment (except for Mr. Wolfe and Mr. Johnson), plus a reimbursement payment of $50,000 (subject to cost-of-living adjustment) in lieu of continued welfare and fringe benefits (for Mr. Wolfe and Mr. Johnson an amount equal to the COBRA premiums for number of months served, but not less than 6 months and not more than 12 months), or (b) if the executive’s termination occurs during the one-year period before a Change in Control or the two-year period following a Change in Control, severance pay is determined by the terms of the Change in Control Agreement;
(iv) reimbursement for outplacement service costs up to $25,000;
(v) payments under the Annual Cash Incentive Plan and all performance-based equity awards previously awarded under the applicable stock plans but not yet vested will vest as if the executive remained employed by the Company and will be paid out in accordance with the terms of the applicable award agreement based on the actual performance results of the Company (for Mr. Wolfe and Mr. Johnson the Annual Cash Incentive and performance-based stock awards are prorated for the number of months of the performance period completed), while all service-based
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stock awards will become fully vested as of the date of separation (for Mr. Wolfe and Mr. Johnson service-based stock awards are prorated for the number of months of the service period completed); and
(vi) payment of all SERP benefit amounts, which will become fully vested.
“Cause” means a determination, by at least three-quarters of the members of the Board, that one or more of the following has occurred:
the executive’s willful and continued failure to perform substantially the duties of the position or to follow lawful instructions of a senior executive or the Board that continues for five days after the executive receives written notice identifying such failure;
the executive’s conviction of a felony or of another crime that reflects adversely on the Company;
the executive’s engaging in fraudulent or dishonest conduct, gross misconduct that is injurious to the Company, or any misconduct that involves moral turpitude; 
the executive’s material breach of obligations under the Executive Employment Agreement or a fiduciary duty to the Company or our shareholders; or
the executive’s engaging in activity that constitutes gross negligence as an employee of the Company.
“Good reason” means one or more of the following has occurred:
a material adverse change in the nature or scope of the executive’s responsibilities;
a reduction in the executive’s base salary rate or annual cash incentive category;
a reduction of 5% or more in value of the aggregate benefits provided to the executive and his or her dependents under our employee benefit plans;
a significant diminution in the executive’s position, authority, duties or responsibilities;
a relocation of the executive’s principal site of employment to a location more than fifty (50) miles from the principal site of employment; 
failure by the Company to obtain an assumption agreement regarding the executive’s Executive Employment Agreement from any successor of the Company; or
in the case of Ms. Juster, Mr. Wolfe, and Mr. Johnson, a material breach by the Company of its obligations under their Executive Employment Agreement or Change in Control Agreement.
The executive employee is required to give written notice within 90 days of the occurrence of an event constituting “Good Reason” and we will then have 30 days to remedy the occurrence. If we fail to do so, the executive must resign no later than 12 months after the initial occurrence of the event in order to receive a severance payout under the Executive Employment Agreement.
In the event of termination of employment for a reason other than Cause or Good Reason, the executive will receive his or her base salary through the date of termination and will be entitled to any benefits under the regular terms of the welfare, retirement, Annual Cash Incentive Plan, SERP, and equity and incentive plans, except that Ms. Juster (or her estate) also will be entitled to pro-rated vesting of all outstanding cash incentives and equity awards in the event of her death or disability. This provision is contained in the equity award agreements for our other NEOs but is not contained in their Executive Employment Agreements. Ms. Juster’s Executive Employment Agreement also includes a definition of the “Rule of 65,” which applies to any termination of her service with the Company other than for Cause, enabling her to qualify for payouts under the Annual Cash Incentive Plan and equity award agreements as if she had retired upon reaching the age of 55 and having a combination of age plus years of service as an executive officer of the Company equal to or greater than 65. Our 2017 Stock Plan and our Annual Cash Incentive Plan apply this concept as the “Rule of 75” for our other NEOs. If any of our payments to the executive are subject to excise tax (or any interest or penalties incurred due to excise tax) imposed by Section 409A of the Internal Revenue Code due to our early payment of deferred compensation following separation without Cause or resignation for Good Reason, the executive will be entitled to reimbursement for the amount of the excise tax (plus interest and penalties). In addition, the Executive Employment Agreements impose non-competition and non-solicitation obligations on the executives during the term of their employment and for a period of 12 months (or a shorter period, for an executive employed for fewer than 12 months) following termination of employment for any reason.
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Change in Control Agreements
Each continuing NEO is a party to a Change in Control Agreement with the Company, the purpose of which is to provide some protection to executive officers so their focus would be on carrying out an effective Change in Control transaction for the benefit of the shareholders rather than on their own well being. It is also a retention tool, such that the executive officer will be less motivated to resign from the Company during a Change in Control time period when their leadership is most needed by the Company. In each Change in Control Agreement, “Change in Control” means the consummation of any of the following:
the acquisition, by any one person or more than one person acting as a group, of ownership interests representing more than 50% of the total fair market value or of the total voting power of all ownership interests (the “Majority Ownership”) of the Company, any affiliate of the Company that employs the executive, any entity that has a Majority Ownership of either the Company or such affiliate, or any entity in an uninterrupted chain of Majority Ownership culminating in the ownership of the Company or such affiliate (each, a “Relevant Company”) through merger, consolidation, or stock transfer;
the acquisition during any 12-month period, by any one person or more than one person acting as a group, of ownership interests in a Relevant Company possessing 35% or more of the total voting power of all ownership interests in the Relevant Company;
the acquisition of ownership during any 24-month period, by any one person or more than one person acting as a group, of 40% or more of the total gross fair market value of the assets of a Relevant Company; or
the replacement of a majority of members of the Board during any 12-month period, by members whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election;
provided, however, that any occurrence that does not constitute a change in the ownership or effective control, or in the ownership of a substantial portion of the assets, of a Relevant Entity within the meaning of Section 409A(a)(2)(A)(v) of the Internal Revenue Code and its interpretive regulations does not constitute a “Change in Control.”
If the executive officer’s employment is terminated by us without Cause or by the executive officer for Good Reason during the one-year period before, or the two-year period following a Change in Control of the Company, we will accelerate payment to the executive officer of an amount in cash, shares or a combination thereof equal to the value at the effective date of the Change in Control or the termination of employment, as applicable, of all options, stock appreciation rights, restricted stock, RSUs, performance shares, performance units, and Annual Cash Incentive Plan payments, all of which will become fully vested, with all performance-based awards vesting at 100% of target (except that RTSR awards will vest and Annual Cash Incentive Plan awards will be paid on a pro-rata basis) (1) on the later of the date of termination or the effective date of the Change in Control (the “Termination Date”), the Change in Control (a “Change in Control event”); and (2) on the effective date of the Change in Control without a termination of employment if any successor entity has not assumed our obligations with respect to such awards or has not substituted benefit rights that are at least as favorable to the executive officer as such awards. The executive officer will also become fully vested in the SERP and will receive all benefit amounts under that plan.
In addition, upon a Change in Control event, as soon as practicable following the Termination Date, the executive officer will receive severance pay in a sum equal to two times the sum of the executive’s annual base salary at the highest rate in effect during the three years immediately preceding the last day of employment and the higher of either the executive’s target annual cash incentive for the period in which the last day of employment occurs or the executive’s average annual cash incentive award for the three annual cash incentive periods immediately preceding the last day of employment. The executive officer will also receive a reimbursement amount equal to two times the product of $50,000 and a fraction, the numerator of which is the Employment Cost Index and the denominator of which is the Employment Cost
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Index for the first calendar quarter of 2015 for welfare and fringe benefit plan reimbursements. The executive will also be eligible for $25,000 in outplacement assistance during the first 12 months after separation from employment. In the event the NEO's employment continues after the effective date of a Change in Control, as an incentive for the NEO to remain as an employee to assist with transition matters, the Company will offer the NEO a retention bonus equal to twenty percent (20%) of the NEO’s annual base salary in effect immediately before the Change in Control, payable three months after the Change in Control, and another twenty percent (20%) of the NEO’s annual base salary payable six months after the Change in Control.
If any of our payments to the executive officer are subject to excise tax (or any interest or penalties incurred due to excise tax) imposed by Section 409A of the Internal Revenue Code due to our early payment of deferred compensation following a Change in Control, the executive officer will be entitled to reimbursement for the amount of the excise tax (plus interest and penalties).
The table below reflects the amount of compensation payable to each of the continuing NEOs in the event of termination of such NEO’s employment or, in certain circumstances described above, upon the consummation of a Change in Control. The amounts shown for the continuing NEOs assume that such termination or Change in Control was effective as of June 30, 2021, and thus includes amounts earned through such time and are estimates of the amounts that would be paid to the NEOs upon their termination or upon such Change in Control. The actual amounts to be paid can only be determined at the time of such NEO’s separation from the Company or at the time of such Change in Control and could therefore be more or less than the amounts set forth below.
 
Change in Control(5)
Without Cause or with Good Reason
Retirement(6)
Death and Disability(7)
Other Termination(8)
Kristine L. Juster     
Lump Sum(1)
$3,022,208 $1,523,604 N/A$— $— 
Stock and Incentive Compensation(2)
$994,206 $1,491,394 N/A$649,031 $— 
Retention Bonus(3)
$320,000 $— N/A$— $— 
SERP(4)
$94,676 $94,676 N/A$94,676 $94,676 
TOTAL$4,431,090 $3,109,674 N/A$743,707 $94,676 
Timothy J. Wolfe     
Lump Sum(1)
$1,295,408 $541,400 N/A$— $— 
Stock and Incentive Compensation(2)
$445,503 $152,212 N/A$219,100 $— 
Retention Bonus(3)
$148,800 $— N/A$— $— 
SERP(4)
$— $— N/A$— $— 
TOTAL$1,889,711 $693,612 N/A$219,100 $— 
Kourtney Smith
Lump Sum(1)
$1,165,208 $595,104 N/A$— $— 
Stock and Incentive Compensation(2)
$316,284 $368,713 N/A$161,429 $— 
Retention Bonus(3)
$132,000 $— N/A$— $— 
SERP(4)
$234,643 $234,643 N/A$234,643 $234,643 
TOTAL$1,848,135 $1,198,460 N/A$396,072 $234,643 
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Change in Control(5)
Without Cause or with Good Reason
Retirement(6)
Death and Disability(7)
Other Termination(8)
Mark W. Johnson
Lump Sum(1)
$1,149,708 $540,750 N/A$— $— 
Stock and Incentive Compensation(2)
$304,317 $155,025 N/A$155,025 $— 
Retention Bonus(3)
$130,000 $— N/A$— $— 
SERP(4)
$— $— N/A$— $— 
TOTAL$1,584,025