KNL Knoll Inc

Our Executive Compensation Program

We provide our stockholders with the opportunity to vote to approve, on a nonbinding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the rules of the Securities and Exchange Commission ("SEC"). The vote on this resolution is not intended to address any specific element of compensation; rather, the advisory vote relates to the overall compensation of our named executive officers, as well as the philosophy, policies and practices, all as described in this proxy statement in accordance with the SEC's rules. The vote is advisory, and therefore it is not binding on the company, the compensation committee or our board of directors. We recommend that our stockholders vote "FOR" approval of our executive compensation as described in this proxy statement.

Our executive compensation programs are generally designed to:

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We believe that motivating and rewarding exceptional performance is the overriding principle of our executive compensation programs.

The following sets forth the primary objectives addressed by each component of our executive compensation programs:

For more information regarding our compensation, please see our Compensation Discussion and Analysis on page 42.

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Compensation Practices

In response to our dialogue with stockholders during the past several years, we have incorporated a number of practices into our compensation programs:

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We have engaged an independent compensation consultant, Exequity LLP, to provide consulting services regarding our executive compensation and evaluate our compensation peer groups;

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We capped the potential payments under our annual non-equity incentive awards for our Named Executive Officers at one hundred fifty percent (150%) of target, or two hundred percent (200%) of target in the case of our chief executive officer;

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We eliminated the legacy tax "gross-up" from our chief executive officer's employment agreement;

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We eliminated the use of "single trigger" change of control provision in our equity award agreements in favor of a "double trigger" change of control provision which requires that the award recipient be terminated from employment in order to receive accelerated vesting following a change-in-control;

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We adopted a "Clawback Policy" applicable to our Section 16 Officers which allows the Company to recover excess incentive compensation in the event of an accounting restatement; and

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We revised our Insider Trading Policy to prohibit hedging transactions in our stock, i.e., transactions that are designed to offset any decrease in our stock price.

See page 42 for more details regarding our executive compensation.

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PROPOSAL 1: ELECTION OF DIRECTORS

Our board of directors currently consists of eleven members, classified into three classes as follows: Roberto Ardagna, Andrew B. Cogan, Stephen F. Fisher and Sarah E. Nash constitute a class with a term that expires at the 2023 Annual Meeting (the "Class I directors"); Daniel W. Dienst, Jeffrey Alan Henderson, Christopher G. Kennedy and Stephanie Stahl constitute a class with a term that expires at the 2021 Annual Meeting (the "Class II directors"); and Jeffrey A. Harris, Ronald R. Kass and John F. Maypole constitute a class with a term that expires at the 2022 Annual Meeting (the "Class III directors"). However, as has been previously disclosed, Mr. Maypole has elected to retire from our board of directors effective upon the conclusion of the 2021 Annual Meeting. At each Annual Meeting of Stockholders, directors are elected for a term ending at the third Annual Meeting of Stockholders after such election or until their respective successors are elected and qualified.

On February 28, 2021, our nominating and corporate governance committee recommended Daniel W. Dienst, Jeffrey Alan Henderson, Christopher G. Kennedy and Stephanie Stahl for re-election after due consideration of their qualifications and past experience on our board of directors. On February 28, 2021, based, in part, on the recommendation of our nominating and corporate governance committee, our board of directors voted to nominate Daniel W. Dienst, Jeffrey Alan Henderson, Christopher G. Kennedy and Stephanie Stahl for reelection at the 2021 Annual Meeting of Stockholders to serve for a term ending at the 2024 Annual Meeting of Stockholders or until their respective successors are elected and qualified.

Unless authority to vote for any of these nominees is withheld, the shares represented by the enclosed proxy will be voted FOR the election of the director nominees. In the event that a nominee becomes unable or unwilling to serve, the shares represented by the enclosed proxy will be voted for the election of such other person as the board of directors may recommend in his or her place. We have no reason to believe that any nominee will be unable or unwilling to serve as a director. However, if you hold your shares through a broker and do not instruct your broker how to vote in the election of directors, no vote will be cast on your behalf with respect to Proposal 1.

The election of directors will be determined by a majority of the votes cast, meaning the number of votes cast "for" a director's election exceeds the number of votes cast "against" that director's election (with "abstentions" and "broker non-votes" not counted as cast either "for" or "against" that director's election).

THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF DANIEL W. DIENST, JEFFREY ALAN HENDERSON, CHRISTOPHER G. KENNEDY AND STEPHANIE STAHL AS DIRECTORS, AND PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.

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Our Board of Directors

Set forth below are the names of the persons nominated as directors and directors whose terms do not expire this year, their ages as of February 28, 2021, their offices within the company, if any, their principal occupations or employment for the past five years, the length of their tenure as directors, the names of other public companies in which such persons hold directorships or held directorships within the past five years, and the particular experience, qualifications, attributes or skills that led the Board to determine that the individual should serve as a director.

NAME		AGE		POSITION		TERM EXPIRATION
​	​	​	​	​	​	​
Roberto Ardagna		40		Director		2023 Annual Meeting
Andrew B. Cogan		58		Chairman, Chief Executive Officer Knoll, Inc., and Director		2023 Annual Meeting
Daniel W. Dienst		55		Director		2021 Annual Meeting
Stephen F. Fisher		68		Director		2023 Annual Meeting
Jeffrey A. Harris		65		Director		2022 Annual Meeting
Jeffrey Alan Henderson		47		Director		2021 Annual Meeting
Ronald R. Kass		64		Director		2022 Annual Meeting
Christopher G. Kennedy		57		Director		2021 Annual Meeting
John F. Maypole		81		Director		2022 Annual Meeting
Sarah E. Nash		67		Director		2023 Annual Meeting
Stephanie Stahl		54		Director		2021 Annual Meeting

 

		Director Since: 2020		​		ROBERTO ARDAGNA Independent Director Biography Mr. Ardagna has served as a director since July 21, 2020. Mr. Ardagna is a Senior Principal with Investindustrial Services Limited, an investment advisory firm, and has been selected to serve on our board by our Series A preferred stockholder, Global Furniture Holdings S.à.r.l. Mr. Ardagna is also a director and executive officer of Investindustrial Acquisition Corp. and several private companies. Previously, Mr. Ardagna was a director of Strategic Capital Advisors Limited.
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		Committee Memberships: None		​		Skills and Qualifications Mr. Ardagna has substantial experience in the investment banking, real estate and private equity fields, as well as experience as a board member for many portfolio companies. These skills are a valuable resource for our board.

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		Director Since: 1996		​		ANDREW B. COGAN Chairman and Chief Executive Officer Biography Andrew Cogan has served as a director of Knoll, Inc. since February 1996. Mr. Cogan became Chief Executive Officer of Knoll, Inc. in April 2001 after serving as Chief Operating Officer since December 1999. Mr. Cogan has held several positions in the design and marketing group worldwide since joining us in 1989, including Executive Vice President—Marketing and Product Development and Senior Vice President.
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		Committee Memberships: None		​		Skills and Qualifications Mr. Cogan has substantial industry and management experience, having served in management functions at Knoll for more than 20 years and as our Chief Executive Officer since 2001. Mr. Cogan is uniquely qualified to bring strategic insight, design and marketing expertise and in-depth knowledge of Knoll's worldwide business to the board, having served in numerous key positions within our design and marketing group, and as Chief Operating Officer prior to becoming Chief Executive Officer. Mr. Cogan is also a director of American Woodmark Corporation in Winchester, Virginia.

 

		Director Since: 2017 Committee Memberships: Audit		​		DANIEL W. DIENST Independent Director Biography Daniel W. Dienst joined us as a director in August 2017. Mr. Dienst currently is the Executive Vice Chairman and Chief Strategy Officer of Authentic Brands Group, a role he has held since August 2018. Mr. Dienst also has been a Principal of D2Quared, LLC, a consulting firm, since 2013. He previously served as a Director and Chief Executive Officer of Martha Stewart Living Omnimedia, Inc. until its December 2015 sale to Sequential Brands,  Inc. Prior to that, Mr. Dienst served as the Group Chief Executive of Sims Metal Management, Ltd., the world's largest publicly-listed metal and electronics recycler from 2008 to 2013. Prior to that, Mr. Dienst held various positions with CIBC World Markets Corp., a diversified global financial services firm.
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​		​		​		Skills and Qualifications Mr. Dienst has substantial financial and executive experience and brings his strategic insight and financial acumen to the board's deliberations given his prior experience as a chief executive officer of a public company.

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				​		STEPHEN F. FISHER Independent Director Biography Stephen F. Fisher has served as a director since December 2005. Mr. Fisher served as the Executive Vice President and Chief Financial Officer of Entercom Communications Corp., a radio broadcasting company, from November 1998 until April 28, 2017.
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​		Director Since: 2005 Committee Memberships: Audit; Nominating and Corporate Governance		​		Skills and Qualifications Mr. Fisher has held numerous financial management and operational positions. He served as Executive Vice President and Chief Financial Officer for a public company for over 17 years. Mr. Fisher also worked in the private equity field, making investments in companies and managing those portfolio companies as well as serving on the board of directors of both public and private companies. He brings significant financial and operational management, as well as financial reporting, experience to the board.

		Director Since: 1996 Committee Memberships:		​		JEFFREY A. HARRIS Independent Director Biography Jeffrey A. Harris has been a director of Knoll, Inc. since February 1996. Mr. Harris is the founder and managing member of Global Reserve Group LLC, a financial advisory and investment firm focused primarily on the energy industry. Previously, he was a Managing Director of Warburg Pincus LLC, a private equity firm, where he was employed from 1983 until 2011 and where his responsibilities included involvement in investments in energy, technology and other industries. Mr. Harris is a director of InterPrivate II Acquisition Corp. and several private companies. In addition, he is a member of the Board of Trustees of the Cranbrook Educational Community, New York-Presbyterian Hospital and Friends of the High Line. Mr. Harris previously served as a director of Serica Energy PLC.
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​		Nominating and Corporate Governance		​		Skills and Qualifications Mr. Harris brings a strong business background to Knoll, having worked in the private equity field with Warburg Pincus for over 25 years. Mr. Harris has gained substantial experience in overseeing the management of diverse organizations, having served as a board member on many public and private boards, including a number of charitable and non-profit organizations. As a result of this service, Mr. Harris has a broad understanding of the operational, financial and strategic issues facing public and private companies. He has served on our board of directors since 1996 and through that service has developed extensive knowledge of our business.

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		Director Since: 2020		​		JEFFREY ALAN HENDERSON Independent Director Biography Jeffrey Alan Henderson has served as a director since October 2020. Mr. Henderson is the founder and creative director of AndThem, a New York-based global creative agency focused on product design, engineering, content creation and strategy. Previously, Mr. Henderson held a range of creative and managerial roles in the footwear industry, including Footwear Design Director for Nike Sportswear and Innovation Director for Cole Haan. Mr. Henderson holds a graduate degree from the Georgia Institute of Technology.
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​		Committee Memberships: None		​		Skills and Qualifications Mr. Henderson has substantial design, engineering and product development experience and extensive business experience in brand-conscious retail industries and in consumer and digital marketing.

		Director Since: 2018		​		RONALD R. KASS Independent Director Biography Ronald R. Kass joined us as a director on July 30, 2018. Mr. Kass is currently the President and CEO of Hunter Douglas, Inc., the North American operations of Hunter Douglas N.V., the world market leader in window coverings and a major manufacturer of architectural products, a position he has held since July 2015. Prior to July 2015, Mr. Kass served as the Chief Operating of Officer of Hunter Douglas from July 2014 to July 2015 and served as President of the Design Products Group from January 2005 to July 2014. Mr. Kass also has served as President and CEO of The Robert Allen Group, an international designer, marketer and manufacturer of home furnishings from 1994 to 2002.
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​		Committee Memberships: Compensation		​		Skills and Qualifications Mr. Kass has substantial executive and management experience, both within the furniture industry and in other related design industries. The Knoll board benefits from his strategic, management and operational expertise.

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		Director Since: 2014		​		CHRISTOPHER G. KENNEDY Independent Director Biography Christopher G. Kennedy joined us as a director in November 2014. Mr. Kennedy serves as Chairman of Joseph P. Kennedy Enterprises, Inc., which is the investment firm of the Kennedy Family. Mr. Kennedy also serves on the Board of Directors of Interface, Inc., a floor covering company, and is the Founder and Chairman of Top Box Foods, a Chicago-based non-profit hunger-relief organization. He formerly served as President of Merchandise Mart Properties, Inc., a subsidiary of Vornado Realty Trust, from 2000 to 2011. Since 1994, he has served on the Board of Trustees of Ariel Mutual Funds. Mr. Kennedy is also active in several educational and civic organizations.
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​		Committee Memberships: Compensation		​		Skills and Qualifications Mr. Kennedy has significant experience in the residential and commercial furniture markets, due to his experience as former President of Merchandise Mart Properties. Mr. Kennedy also brings substantial executive level experience that is particularly beneficial to our strategies and sales and marketing efforts in the corporate office and retail market segments. His insight into governmental and economic affairs and his civic involvement also are of great value to the Knoll board.

		Director Since: 2004		​		JOHN F. MAYPOLE Independent Director Biography John F. Maypole has served as a director of Knoll, Inc. since December 2004. Mr. Maypole has, for over 40 years, served as an independent director of, or consultant to, various corporations and providers of financial services. Mr. Maypole previously served as a director of Church and Dwight Co., Inc., the National Captioning Institute, Inc., Verizon Communications and the MassMutual Financial Group, among others.
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​		Committee Memberships: Audit		​		Skills and Qualifications Mr. Maypole brings substantial accounting, finance, and management experience to the board. Mr. Maypole previously served as a chief financial officer, chief operating officer, chief executive officer, chairman of the board and independent consultant to numerous industrial and financial services companies and has significant experience with operational and financial matters, including financial reporting. Mr. Maypole has served on a number of private and public boards and his experiences have resulted in a broad understanding of the operational, financial and strategic issues facing public and private companies. Mr. Maypole's perspectives on executive management, leadership and financial management are important to the board's deliberations.

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		Director Since: 2006 Committee Memberships:		​		SARAH E. NASH Independent Director Biography Sarah E. Nash has served as a director of Knoll, Inc. since September 2006. Ms. Nash was named Chairman and Chief Executive Officer of Novagard, Inc. in 2018. In March 2020, Ms. Nash was named the Chair of the Board of Directors of L Brands, Inc. In August 2005, Ms. Nash retired as a Vice Chairman of J.P. Morgan Chase & Co.'s Investment Bank where she was responsible for the firm's client relationships. Prior to these responsibilities, she was the Regional Executive and Co-Head of Investment Banking for North America at J.P. Morgan Co. Ms. Nash also serves on the Board of Directors of Irving Oil Company, Blackbaud Inc. and HBD Industries. She is a Trustee for New York-Presbyterian Hospital and is a member of the National Board of the Smithsonian Institution.
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​		Compensation		​		Skills and Qualifications Ms. Nash has significant finance and investment banking experience, and brings that experience and her perspectives on management and finance to the Knoll board. She had a long, successful career in investment banking, retiring as Vice Chairman of J.P. Morgan Chase & Co.'s Investment Bank. Ms. Nash has served on a number of private and public boards, which has resulted in a broad understanding of the operational, financial and strategic issues facing public and private companies. She brings these experiences and understandings to the Knoll board.

		Director Since: 2013 Committee Memberships: Audit; Nominating and		​		STEPHANIE STAHL Independent Director Biography Stephanie Stahl joined us as a director in August 2013. Ms. Stahl is the founder of Studio Pegasus LLC, an early-stage investor in consumer ventures that she created in April 2015. Ms. Stahl previously served as Executive Vice President, Marketing and Strategy for Coach, Inc., a position she held from July 30, 2013 until February 14, 2015. Prior to that, Ms. Stahl served as the Senior Vice President, Strategy and Consumer for Coach from October 2012 until June 2013. Prior to joining Coach, Ms. Stahl was the Chief Executive Officer of the fitness company Tracy Anderson Mind and Body from July 2011 until July 2012. Prior to that, Ms. Stahl served as Executive Vice President and Chief Marketing Officer of Revlon and as a Partner and Managing Director of the Boston Consulting Group in the consumer goods, retail and media industries for over ten years. Ms. Stahl also serves on the Board of Directors of Dollar Tree Stores and Chopt Creative Salad Company.
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​		Corporate Governance		​		Skills and Qualifications Ms. Stahl has significant experience in high-design businesses and in creating and driving global brand building consumer and customer strategies, particularly in the consumer goods and retail segments. Ms. Stahl brings this experience to the board as Knoll positions itself as the premier high-design company in the interior space through expanded luxury offerings and new distribution channels.

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Director Independence

In accordance with our Corporate Governance Guidelines, our board of directors has reviewed the qualifications of each of its members and, on March 1, 2021, affirmatively determined that a majority of the members of our board of directors are independent under the New York Stock Exchange ("NYSE") Corporate Governance Standards. The independence standards of the NYSE are composed of objective standards and subjective standards. Under the objective standards, a director will generally not be deemed independent if he or she receives compensation (other than as a director) in excess of certain thresholds or if certain described relationships exist. Under the subjective standards, a director will not be independent if the board of directors determines that the director has a material relationship with us. In addition to our board of directors determining these directors meet the objective standards under the listing standards of the NYSE, our board of directors has determined that none of these individuals has a material relationship with the company (directly or as a partner, shareholder, or officer of an organization that has a relationship with the company) other than as a director. In making this determination, the board of directors considered that some of the directors serve on boards of companies, or are (or recently were) associated with companies or entities, to which we sold products, or from which we purchased products or services during the year. Given the size and nature of these transactions, we concluded that they would not interfere with the exercise of independent judgment by these board members. The board of directors relied on both information provided by the directors and information developed internally by the company in evaluating these facts.

The Board has determined that each of the following directors and director nominees listed below is independent under the independence standards of the New York Stock Exchange and would constitute a majority of the board of directors:

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Roberto Ardagna

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Daniel W. Dienst

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Stephen F. Fisher

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Jeffrey A. Harris

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Jeffrey Alan Henderson

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Ronald R. Kass

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Christopher G. Kennedy

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John F. Maypole

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Sarah E. Nash

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Stephanie Stahl

In addition, the board determined that each member of the Audit Committee also meets the additional independence standards for audit committee members established by the Securities and Exchange Commission ("SEC") and the NYSE, and each member of the Compensation Committee meets the additional independence standards for compensation committee members established by the SEC and the NYSE, and also qualifies as a "Non-Employee Director" as defined in Rule 16b-3 of the Exchange Act.

Our Corporate Governance Policies and Practices

Corporate Governance Guidelines

Our board of directors has adopted Corporate Governance Guidelines that provide the framework for the governance of the company. Our Corporate Governance Guidelines are available on our website at www.knoll.com and will also be made available to stockholders without charge upon request in writing to

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our Corporate Secretary at Knoll, Inc., 1235 Water Street, East Greenville, Pennsylvania 18041. The information contained on our website is not included as part of, or incorporated by reference into, this proxy statement.

Director Resignation Policy

Our Corporate Governance Guidelines include a Director Resignation Policy. Under this policy, any nominee for director in an uncontested election (i.e., an election where the only nominees are those proposed by the board) who receives a greater number of votes "withheld" from his or her election than votes "for" such election shall promptly tender an offer of resignation for consideration by the board. The nominating and corporate governance committee shall evaluate the director's offer of resignation, taking into account the best interests of the Company and its stockholders, and shall recommend to the board whether to accept or reject such offer of resignation. In making this recommendation, the nominating and corporate governance committee may consider all factors deemed relevant by its members, including, without limitation, the underlying reasons why stockholders voted against the director (if ascertainable), the length of service and qualifications of the director, the director's past (and expected future) contributions to the Company, and whether by accepting such resignation the Company will no longer be in compliance with any applicable law, rule, regulation or governing document. The board shall act to accept or reject such offer of resignation within 120 days following certification of the stockholder vote at the stockholder meeting at which the election of directors was held. In making its decision, the board may consider the factors considered by the committee and such additional information and factors the board believes to be relevant.

Code of Ethics

Our board of directors has adopted a code of ethics that applies to all of our directors, officers and employees, including our chief executive officer and chief financial and accounting officers. The code of ethics is publicly available on our website at www.knoll.com and will also be made available without charge to any person upon request in writing to our Corporate Secretary at Knoll, Inc., 1235 Water Street, East Greenville, Pennsylvania 18041. We intend to disclose amendments to, or waivers from, provisions of the code of ethics that apply to any director or principal executive, financial or accounting officers on our website at www.knoll.com, in lieu of disclosing such matters in Current Reports on Form 8-K.

Board Leadership Structure

We currently have a chairman of the board and lead independent director. Andrew B. Cogan has served as Chairman of the Board since May 8, 2018. Mr. Cogan has served as our CEO since 2001, and originally joined us in 1989. Given the current composition of the board, we believe that it is appropriate for Mr. Cogan to hold both positions of chairman of the board and chief executive officer in light of the depth of his experience with the company and in our industry generally.

Additionally, we believe that when the chairman of the board is an employee of the company or otherwise not independent, it is important to have a separate lead independent director in order to facilitate the board's oversight of management and perform many of the same functions that an independent chairman would perform. Jeffrey A. Harris serves as our lead independent director. In that role, he presides over the board's executive sessions and serves as the principal liaison between management and the independent directors of our board. Mr. Harris has served as a Knoll director since 1996. We believe that the division of duties and avenues of communication between the board and our management associated with having Mr. Cogan serve as chairman and Mr. Harris as lead director provides the basis for the proper functioning of our board and its oversight of management.

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Oversight of Risk Management by our Board of Directors

Our board of directors has overall responsibility for risk oversight. This role is primarily fulfilled by our audit committee. Our audit committee periodically discusses and evaluates company risk with our management, including our chief executive officer, chief financial officer and our chief legal officer. Our audit committee also periodically discusses and evaluates risk with our independent auditors and members of our internal audit group. The audit committee reports back to our full board with respect to those activities. In addition, as described in the section entitled "Risk Assessment — Incentive Compensation Programs" on page 56 below, our compensation committee specifically evaluates risks associated with our compensation programs. The board's role in risk oversight has not had any effect on the board's leadership structure.

Board Diversity

Diversity is one of the factors considered by our nominating and corporate governance committee in the director nomination process. The overriding principle guiding our director nomination process is a desire to ensure that our board collectively serves the interests of our stockholders. We believe that having diverse skills, experiences and perspectives represented on the board provides the most value to the company and its stockholders. We also believe that an appropriate level of collegiality and chemistry among board members is extremely important to a well-functioning board.

Among the factors considered when we evaluate the skills, experiences and perspectives are the following:

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Financial and accounting acumen;

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Management and operational experience;

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Educational background;

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Knowledge of our industry and related industries;

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Personal and professional integrity;

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Business or management experience;

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Crisis management experience;

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Leadership and strategic planning experience; and

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Brand development and consumer and digital marketing.

We also consider diversity with respect to race and gender in evaluating whether the board has the right mix of perspectives to properly serve the company and its stockholders.

All the factors set forth above are considered by the nominating and corporate governance committee as it evaluates the directors that are nominated to serve on our board. It is not our desire to make sure every skill, type of experience and perspective is represented on the board, but we instead focus on making sure there is an appropriate mix of skills, experiences and perspectives, which we believe leads to more thoughtful and open board discussions and deliberations. Our nominating and corporate governance committee monitors its consideration of diversity as part of the annual self-evaluation process.

Board Meetings and Committees

During the year ended December 31, 2020, there were seventeen meetings of our board of directors. Given the unique challenges presented by the pandemic, 2020 was an extremely busy year for our board. During 2020, no director attended fewer than 75% of the total number of meetings or fewer than 75% of meetings of a committee of the board on which he or she served. Currently, we do not have a formal policy regarding director attendance at our Annual Meetings of Stockholders. However, it is expected that, absent compelling circumstances, our directors will be in attendance at our 2021 Annual Meeting of Stockholders.

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Due to public health restrictions related to the COVID-19 pandemic, and for the safety of our stockholders, the 2021 Annual Meeting of Stockholders will be conducted virtually. All of our directors attended our 2020 Annual Meeting of Stockholders, which was held via teleconference due to the COVID-19 pandemic.

In accordance with our Corporate Governance Guidelines, our non-management directors meet periodically without any management directors or employees present. As required by the New York Stock Exchange Listing requirements and in accordance with our Corporate Governance Guidelines, our independent directors also typically meet exclusively in an executive session in connection with most board meetings. Mr. Harris presides over meetings of the non-management directors and independent directors.

Our board of directors maintains an audit committee, a compensation committee, and a nominating and corporate governance committee. Each of these committees operates pursuant to a written charter, which are reviewed annually and publicly available on our website at www.knoll.com and will also be made available to stockholders without charge, upon request in writing to our Corporate Secretary at Knoll, Inc., 1235 Water Street, East Greenville, Pennsylvania 18041.

Audit Committee.    Our audit committee met nine times during 2020. This committee currently has four members, Messrs. Dienst, Fisher and Maypole and Ms. Stahl. Our board of directors has determined that Mr. Maypole, the Chairman of the audit committee, is an "audit committee financial expert," as the SEC has defined that term in Item 407 of Regulation S-K. As has been previously disclosed, Mr. Maypole has elected to retire from our board of directors effective upon the conclusion of the 2021 Annual Meeting of Stockholders. Our board has appointed Mr. Fisher as Chairman of the audit committee, effective upon Mr. Maypole's retirement. The composition of our audit committee meets the currently applicable independence requirements of the New York Stock Exchange and SEC rules and regulations. Our audit committee (i) assists our board in monitoring the integrity of our financial statements, our compliance with legal and regulatory requirements, our independent registered public accounting firm's qualifications and independence, and the performance of our internal audit function and independent registered public accounting firm; (ii) assumes direct responsibility for the appointment, compensation, retention and oversight of the work of any independent registered public accounting firm engaged for the purpose of performing any audit, review or attest services and for dealing directly with any such accounting firm; (iii) provides a medium for consideration of matters relating to any audit issues; and (iv) prepares the audit committee report that the SEC rules require be included in our annual proxy statement or annual report on Form 10-K. The audit committee reviews and evaluates, at least annually, its performance and the performance of its members, including compliance with its charter. Please see the report of the audit committee set forth elsewhere in this proxy statement.

Compensation Committee.    Our compensation committee met seven times during 2020. This committee currently has three members, Messrs. Kass and Kennedy and Ms. Nash. Mr. Kennedy serves as Chairman of the committee. Our compensation committee reviews and recommends policy relating to compensation and benefits of our officers and employees, including reviewing and approving corporate goals and objectives relevant to compensation of the chief executive officer and other senior officers, evaluating the performance of these officers in light of those goals and objectives and setting compensation of these officers based on such evaluations. Our board of directors has designated our compensation committee to serve as the administrative committee under our stock incentive plans. In that role, our compensation committee determines which individuals receive awards under our stock incentive plans, the types of such awards, the terms and conditions of such awards and, subject to our stock option grant policy, the time at which such awards are granted. The compensation committee reviews and evaluates, at least annually, the performance of the compensation committee and its members, including compliance of the compensation committee with its charter. A description of the compensation committee's processes and procedures for the consideration and determination of executive compensation is set forth in more detail below in this Proxy Statement under the heading "Compensation Discussion and Analysis."

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Nominating and Corporate Governance Committee.    Our nominating and corporate governance committee met two times during 2020. This committee currently has three members, Messrs. Fisher and Harris and Ms. Stahl. Ms. Stahl currently serves as Chair of our nominating and corporate governance committee. The nominating and corporate governance committee oversees and assists our board of directors in identifying, reviewing and recommending nominees for election as directors; evaluates our board of directors and corporate social responsibility initiatives; develops, reviews and recommends corporate governance guidelines and a corporate code of business conduct and ethics; and generally advises our board of directors on corporate governance and related matters. The nominating and corporate governance committee reviews and evaluates, at least annually, its performance and the performance of its members, including compliance with its charter. The nominating and corporate governance committee also facilitates the board's overall self-assessment.

The nominating and corporate governance committee may consider director candidates recommended by stockholders as well as from other sources such as other directors or officers, third party search firms or other appropriate sources. For all potential candidates, the committee may consider all factors it deems relevant, such as a candidate's personal integrity and judgment, business and professional skills and experience, independence, knowledge of the industry in which we operate, past service on the board of directors, possible conflicts of interest, diversity, the extent to which the candidate would fill a present need on the board of directors and concern for the long-term interests of the stockholders.

In general, persons recommended by stockholders will be considered on the same basis as candidates from other sources. If a stockholder wishes to nominate a candidate to be considered for election as a director at the 2022 Annual Meeting of Stockholders, it must follow the procedures described in "Stockholder Proposals and Nominations for Director" set forth elsewhere in this proxy statement. If a stockholder wishes simply to propose a candidate for consideration as a nominee by the nominating and corporate governance committee, it should submit any pertinent information regarding the candidate to the nominating and corporate governance committee by mail to Knoll, Inc., c/o Corporate Secretary, 1235 Water Street, East Greenville, Pennsylvania 18041.