Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the RegistrantFiled by a party other than the Registrant
CHECK THE APPROPRIATE BOX:
 Preliminary Proxy Statement
Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
 Definitive Additional Materials
Soliciting Material Under §240.14a-12
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La-Z-Boy Incorporated
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
 No fee required
Fee paid previously with preliminary materials
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11





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NOTICE OF 2022 ANNUAL MEETING
OF SHAREHOLDERS
La-Z-Boy Incorporated
One La-Z-Boy Drive
Monroe, Michigan 48162-5138
July 20, 2022
To Our Shareholders:
La-Z-Boy Incorporated will hold its 2022 Annual Meeting of Shareholders (the “Annual Meeting”) on Tuesday, August 30, 2022, beginning at 8:00 a.m., Eastern Daylight Time, in the Wright Room of The Westin Detroit Metropolitan Airport, 2501 Worldgateway Place, Detroit, Michigan. The purpose of the Annual Meeting is to:
elect the nine director nominees named in the attached Proxy Statement for an annual term until the 2023 annual meeting;
ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for FY 2023;
approve, through a non-binding advisory vote, the compensation of our named executive officers as disclosed in the attached Proxy Statement;
approve the La-Z-Boy Incorporated 2022 Omnibus Incentive Plan; and
act upon such other business as may properly come before the meeting or any adjournment thereof.
Only shareholders of record at the close of business on July 1, 2022, are entitled to notice of and to vote at the Annual Meeting. We hope you will read the attached Proxy Statement, which contains detailed information about the matters we are asking you to vote on, and vote in accordance with the Board of Directors’ recommendations. Your vote is very important to us. Whether or not you attend the Annual Meeting, we urge you to promptly vote and submit your proxy via a toll-free number or over the Internet, as detailed below. If you received a paper copy of the proxy card by mail, you may submit your proxy by signing, dating and mailing the proxy card in the envelope provided. If you attend the Annual Meeting and prefer to vote in person, you will be able to do so and your vote at the Annual Meeting will revoke any proxy you have previously submitted.
We currently intend to hold the Annual Meeting in person. If we decide to change the location of the Annual Meeting or to hold it partly or solely by means of virtual communications, as permitted by applicable law, we will announce such decision in advance, and details on how to participate will be issued by a press release filed with the U.S. Securities and Exchange Commission (“SEC”) on a Form 8-K and available at proxyvote.com. Please retain the 16-digit control number included on your notice, on your proxy card, or in the voting instructions that accompanied your proxy materials as you will need this number should we determine to allow for virtual attendance and you elect to participate.
BY ORDER OF THE BOARD OF DIRECTORS


Uzma Ahmad
Vice President, Deputy General Counsel and Corporate Secretary
Proxy Voting
Even if you plan to attend the Annual Meeting, please vote as soon as possible using one of the following methods:
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Online
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By Phone
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By Mail
www.proxyvote.com
1-800-690-6903
Completing, dating, signing and returning your proxy card
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on August 30, 2022
Our Proxy Statement and 2022 Annual Report are available online at http://www.proxyvote.com.
2022 Proxy Statement
1


PROXY STATEMENT SUMMARY
This summary is an overview of certain information in this Proxy Statement. As this is only a summary, before you vote, please review the complete Proxy Statement and our annual report to shareholders for the fiscal year ("FY") ended April 30, 2022 (the "2022 Annual Report").
This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of La-Z-Boy Incorporated (the “Board of Directors” or “Board”) of proxies to be voted at the Annual Meeting. This Proxy Statement, Notice of 2022 Annual Meeting of Shareholders, accompanying proxy card and the 2022 Annual Report are available at http://www.proxyvote.com. This Proxy Statement has been prepared by our management and approved by the Board, and is being sent or made available to our shareholders on or about July 20, 2022.
Proposals and Voting Recommendations
ProposalsBoard's Voting Recommendation
1.Elect the nine director nominees named in the Proxy Statement for a one-year termFOR each nominee
2.Ratify the selection of our independent registered public accounting firm for FY 2023FOR
3.Approve, through a non-binding advisory vote, the compensation of our named executive officersFOR
4.Approve the La-Z-Boy Incorporated 2022 Omnibus Incentive PlanFOR
Director Nominees
NomineeIndependentDirector
Since
Primary (or Former) OccupationCommittees
Erika L. Alexandera2021Chief Global Officer, Global Operations, Marriott International, Inc.C
N
Sarah M. Gallaghera2016Former President, Ralph Lauren North America
e-Commerce
C
N
James P. Hacketta2021Former President and CEO, Ford Motor CompanyA
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Janet E. Kerra2009Vice Chancellor and Professor Emeritus, Pepperdine UniversityC
N
Michael T. Lawton*a2013Former Executive Vice President & CFO, Domino's Pizza, Inc.A
W. Alan McCollougha2007Former Chairman and CEO, Circuit City Stores, Inc.AC
Rebecca L. O'Gradya2019Former CMO International Marketing, e-Commerce & Consumer Insights, General MillsA
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Lauren B. Petersa2016Former Executive Vice President & CFO, Foot Locker, Inc.
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N
Melinda D. Whittington2021Our President and CEO
AAudit
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Committee Chair
CCompensation and Talent Oversight*Chairman of the Board
N
Nominating and Governance
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La-Z-Boy Incorporated

Proxy Statement Summary
Corporate Governance Highlights
Our Board of Directors is committed to strong corporate governance as a driver of long-term shareholder value. More information on our key corporate governance practices can be found in this Proxy Statement as indicated below:
7Annual election of directors; no classified Board19Annual Board and committee self-evaluations
7Majority voting/director resignation policy for uncontested elections20Director overboarding policy in place
7, 178 of 9 director nominees are independent20Anti-hedging and anti-pledging policies in place
8, 67One class of stock with each share entitled to one vote20Strong stock ownership guidelines
17Independent, non-executive Chairman of the Board22All Board committees comprised of independent directors
20Regular executive sessions of independent directorsNo poison pill has been adopted
Strategic, Financial and Operational Highlights
Our Purpose
We believe in the transformational power of comfort. Our purpose is to lead the global furnishings industry by leveraging our expertise in comfort, providing the best consumer experience, creating the highest quality products, and empowering our people to transform rooms, homes, and communities.
Our Century Vision
In FY 2022, we were relentlessly focused on transformation. We developed and began implementing our strategic vision for profitable growth as we look to our company's 100th anniversary in 2027. Our goals are to outpace furniture industry sales growth while delivering double‐digit operating margins over the long term.
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2022 Proxy Statement
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Proxy Statement Summary
Our FY 2022 Financial Highlights
Revenue ofGAAP operating income ofNon-GAAP operating income of
$2.4B
$206.8M
$190.6M
36% increase from FY 2021 (or 33% adjusting for 53rd week in FY 2022)51% increase from FY 202122% increase from FY 2021
GAAP diluted EPS ofNon-GAAP diluted EPS ofAmount returned to shareholders through share repurchases and dividends
$3.39
$3.11
$118.4 M
47% increase from $2.30 in FY 202119% increase from $2.62 in FY 202195% increase from FY 2021
See Appendix B of this Proxy Statement for information regarding non-GAAP financial measures, including a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.
Our FY 2022 Operational Highlights
A Relentless Focus on Transformation and Long-term Growth while Driving Agility Amidst a Challenging External Environment
As we began FY 2022, the singular certainty was uncertainty. Amidst this challenging external environment, we chose to relentlessly focus on transforming our company for long-term growth. After an extensive strategic review, we launched our Century Vision focused on our goal of outpacing furniture industry sales growth while delivering double-digit operating margins over the long term.
While transforming our company for the long-term, we also made a series of enhancements across the enterprise during FY 2022 to drive agility and increase production capacity efficiently. In addition to adding key leadership to our experienced team, with expertise from other industries to bring fresh perspectives to the business, we made structural changes across our supply chain to increase production, including expanding our North American operations with multiple new facilities in Mexico. We also changed processes within our plants to maximize output with a better product mix, shifted procurement strategies with an expanded supplier base in multiple geographies, and are strategically managing inventories to protect against future parts outages and disruption.
Despite a challenging year due to the ongoing pandemic, supply chain disruption, and macroeconomic uncertainty, we closed FY 2022 with $2.4 billion in sales and returned $118.4 million to shareholders through share repurchases and dividends. The record demand across all of our business units, coupled with the continuing challenges and uncertainty in the external environment, required us to manage our business with agility. We remain focused on executing our Century Vision with the highest level of agility and precision, building on our 95 years of strength and success, and utilizing our strong balance sheet to make strategic investments to strengthen our brands, grow our business, and drive demand even as we face what will continue to be a challenging macroeconomic environment.
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La-Z-Boy Incorporated

Proxy Statement Summary
Executive Compensation Highlights
Executive Compensation Approach
Our executive compensation program is designed to:
apay for performanceareward for total shareholder return
arequire significant stock ownershipaprovide market competitive opportunities
asupport business strategyamanage costs
Summary of Executive Compensation Practices
What We Do
aPay for performance – Our executive officer compensation program emphasizes variable pay over fixed pay. A majority of executive officer target annual compensation is at-risk and linked to our financial or stock performance
aEstablish and monitor compliance with stock ownership guidelines for executives – Our expectations for stock ownership further align executives' interests with those of our shareholders
aUse relative total shareholder return in long-term performance-based share awards
aRequire company contributions, if any, to the Performance Compensation Retirement Plan to be determined by company performance
aMitigate undue risk – We have maximum caps on potential incentive payments and a clawback policy on performance-based compensation
aAppoint only independent directors to the Compensation and Talent Oversight Committee of our Board
aThe Compensation and Talent Oversight Committee engages an independent compensation consultant to assist it and the Board with executive compensation program design and review
aProvide severance and change-in-control arrangements that are designed to be aligned with market practices, including the use of double-trigger change-in-control severance agreements
aProhibit hedging, pledging and short sales by executives and directors
What We Don’t Do
ûDo not provide employment agreements
ûDo not gross up excise taxes upon a change in control
ûDo not reprice options without shareholder approval
ûDo not pay dividends on unearned performance-based shares or units
ûDo not have single trigger vesting of equity-based awards upon a change in control
ûDo not provide excessive perquisites
Pay for Performance
As shown below, the majority of the target total direct compensation for our chief executive officer and, on average, for our other named executive officers is performance-based and “at risk.”
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2022 Proxy Statement
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TABLE OF CONTENTS
A-1
B-1
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La-Z-Boy Incorporated


BOARD AND CORPORATE
GOVERNANCE MATTERS
Proposal 1: Election of Directors
The Board of Directors has nominated nine director nominees to serve an annual term that will expire at the following annual meeting of shareholders. Each director will hold office until his or her successor has been elected and qualified or until the director’s earlier resignation or removal. Our Board currently has eleven directors and two of our current directors, Dr. H. George Levy and Dr. Nido R. Qubein, will retire from the Board as of the Annual Meeting, consistent with the policy on director retirement age in our Corporate Governance Guidelines. The Board expects to reduce the Board size from eleven to nine directors effective as of the Annual Meeting. Proxies cannot be voted for a greater number of persons than the nominees named. The Board has determined, upon the recommendation of the Nominating and Governance Committee, to nominate the remaining current nine directors for election at the Annual Meeting. In addition, the Board remains committed to seeking additional expertise and fresh perspective to advance our strategy. The nine director nominees are:
Erika L. AlexanderJanet E. KerrRebecca L. O'Grady
Sarah M. Gallagher
Michael T. Lawton
Lauren B. Peters
James P. HackettW. Alan McCollough
Melinda D. Whittington
Each director nominee has consented to being named in this Proxy Statement and has agreed to serve if elected. Ms. Alexander, who was appointed as a director by our Board on October 25, 2021, was identified as a potential director candidate by a third party search firm. The third party search firm was engaged to identify possible candidates who met the Board’s qualifications and to screen such candidates. Ms. Alexander was reviewed as a director candidate by our Nominating and Governance Committee, which recommended her election to the Board. If a director nominee is unable to stand for election, the Board may either reduce the number of directors to be elected or select a substitute nominee. If a substitute nominee is selected, the proxy holders may vote shares subject to proxies for the substitute nominee.
In accordance with Michigan law, directors will be elected at the meeting by a plurality of votes cast from among those persons duly nominated, with separate balloting for each of the nine positions. The director nominees who receive the highest through the ninth highest number of votes will be elected, regardless of any votes that are not cast for the election of those nominees, including broker non-votes and withholding of authority. Under our Corporate Governance Guidelines, however, any director who does not receive a majority of the votes cast in an uncontested election must submit his or her resignation promptly following certification of the vote. Within 90 days following certification of the vote, the Board of Directors, excluding the director failing to receive a majority of the votes cast, will decide whether to accept the offered resignation and the company will promptly publicly disclose the Board’s decision. Any vacancy created by acceptance of an offered resignation could then be filled by the Board pursuant to our bylaws.
aTHE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH
OF THE NINE DIRECTOR NOMINEES NAMED IN THIS PROXY STATEMENT.
2022 Proxy Statement
7

Board and Corporate Governance Matters
Director Nominee Qualifications
The Board of Directors, acting through its Nominating and Governance Committee, seeks directors who collectively possess the experience, skills, backgrounds, and other qualifications necessary to effectively oversee our company in our current and evolving business circumstances. The Nominating and Governance Committee seeks directors with established records of significant accomplishments in business and areas relevant to our business strategies. In determining the slate of director nominees, the committee reviews the Board’s size and the experience, skills and other qualifications of our current directors and director nominees.
Experience, Skills & Qualifications
How These Fit the Characteristics of Our Business
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Leadership Experience
We believe that directors with executive leadership experience, derived from their service as executives and entrepreneurs, provide valuable insights. They have an established record of leadership and a practical understanding of complex organizations, strategy development in a rapidly changing business environment, effective risk management, and ways to maintain top-level industry performance and drive growth.
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Public Company
Board Experience
La-Z-Boy is committed to the highest standards of corporate governance and ethical business conduct. We believe that directors who serve on the boards of other publicly-traded companies have a well-developed understanding of corporate governance and compliance best practices. They also share insights on enhancing board effectiveness, maintaining board independence, and driving meaningful succession planning.
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FinanceLa-Z-Boy’s reputation and success are partly dependent on accurate financial reporting and robust financial oversight. Therefore, we seek to have directors who qualify as audit committee financial experts (as defined by SEC rules) and who are financially literate. We also seek directors with mergers and acquisitions experience to support our growth strategy.
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Technology and DigitalDirectors who understand digital technology, enabled e-commerce platforms, and data analytics provide critical insight as we apply new technologies and analysis to transform our business operations and enhance our customer experience. In addition, our directors’ cybersecurity experience is important to our Board’s risk management responsibilities. Experience or expertise in information technology helps us pursue and achieve our business objectives.
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Global PerspectiveAs one of the world’s leading residential furniture producers with international manufacturing and sales operations, our future success depends, in part, on how well we manage and grow our businesses outside the United States. Directors with global business or international experience provide valued perspectives on our operations.
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Sourcing/ManufacturingIn our highly-competitive industry, innovation and continuous improvement in sourcing and manufacturing is a key competitive advantage. Having directors who can bring insights from other industries and companies is fundamental to our success.
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Consumer MarketingDirectors with knowledge of consumer goods markets and marketing provide crucial insights as we maintain and enhance our brand, develop new and existing markets, and implement our growth strategies.
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RetailDirectors who understand retail operations and services, including traditional and
e-commerce market channels, help us to better understand our markets and the needs of our retail customers.
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Human Capital ManagementTalent management is important at all levels of our company, but it is particularly critical with respect to succession planning for senior executives. Having directors with human capital management and talent management experience is important to ensure smooth transitions and appropriate succession planning, as well as to foster a productive and safe working environment. This expertise also covers risks and opportunities associated with corporate culture, diversity and inclusion, and employee engagement, all areas that are drivers of long-term shareholder value.
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Risk ManagementDirectors with risk management experience provide critical insights as the Board oversees the company's enterprise risk management processes and the major risks facing the company.
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La-Z-Boy Incorporated

Board and Corporate Governance Matters
The following chart summarizes each director nominee’s key experience, skills, and other qualifications.
Experience/Skills/Qualifications
Erika Alexander
Sarah GallagherJames Hackett
Janet Kerr
Michael Lawton
Alan McCollough
Rebecca O’Grady
Lauren Peters
Melinda Whittington
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Leadership Experience
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Public Company Board Experience
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Finance
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Technology and Digital
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Global Perspective
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Sourcing/Manufacturing
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Consumer Marketing
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Retail
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Human Capital Management
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Risk Management
2022 Proxy Statement
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Board and Corporate Governance Matters
Director Nominees
Set forth below is certain information concerning our director nominees. Unless otherwise indicated, the principal occupation of each director nominee has been the same for at least five years.
Erika L. Alexander
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Age: 55
Director since: 2021
Committee Membership:
Compensation and Talent Oversight
Nominating and Governance
Executive Roles:
Chief Global Officer, Global Operations of Marriott International, Inc. (January 2021 – present)
Chief Lodging Services Officer, The Americas of Marriott International, Inc. (July 2015 – December 2020)
Held various other senior leadership roles with Marriott International, Inc., including for several of Marriott's largest brands
Associate member of the Inclusion and Social Impact Committee of the Marriott International, Inc. board of directors (2020 – present)
Other Leadership Roles:
Executive Committee member of the Board of Directors of Metro Atlanta Chamber of Commerce
Ms. Alexander's deep operational experience, sustainability and human capital management expertise, and keen understanding of brands, the consumer and the dynamics associated with their ever-evolving needs qualify her to serve on our Board.
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Leadership Experience
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Technology and Digital
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Global Perspective
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Sourcing/ Manufacturing
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Consumer Marketing
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Human Capital Management
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Risk Management
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La-Z-Boy Incorporated

Board and Corporate Governance Matters
Sarah M. Gallagher
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Age: 70
Director since: 2016
Committee Membership:
Compensation and Talent Oversight
Nominating and Governance
Executive Roles:
Former executive Chairperson of Rebecca Taylor, a women’s apparel division of Kellwood Company (August 2014 – August 2015)
Former President of Ralph Lauren North America e-Commerce, a subsidiary of a lifestyle brand (2007 – 2013)
Former President of Ralph Lauren Media LLC, a subsidiary of a lifestyle brand (2001 – 2007)
Formerly held Senior Vice President roles at Banana Republic Direct and Gap Direct (divisions of Gap, Inc., an international retailer of clothing, accessories and personal care products) (1997 – 2001)
Formerly held senior executive positions at various retailers including Avon Products, Inc. (a direct seller of beauty and related products), Victoria’s Secret Catalogue (a retailer of women’s lingerie and beauty products), and Lord & Taylor (a retail department store chain)
Public Boards:
Other Public Company Boards: Abercrombie & Fitch Co., a specialty retailer with a portfolio of global lifestyle brands including Abercrombie & Fitch, abercrombie kids, Hollister, and Gilly Hicks (since 2014)
Other Leadership Roles:
Member of the Advisory Board of ActionIQ, Inc. (a customer data platform service provider) since September 2018
Executive Advisor of FitforCommerce (retail consultants) since August 2016
Ms. Gallagher’s extensive retail experience with consumer-focused and fashion-orientated brands and over 45 years of experience in consumer-facing retail with 15 years of leadership in e-commerce retail qualify her to serve on our Board.
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Leadership Experience
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Public Company Board Experience
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Technology and Digital
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Global Perspective
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Sourcing/ Manufacturing
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Consumer Marketing
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Retail
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Human Capital Management
2022 Proxy Statement
11

Board and Corporate Governance Matters
James P. Hackett
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Age: 67
Director since: 2021
Committee Membership:
Audit
Nominating and Governance (Chair)
Executive Roles:
Former President and Chief Executive Officer (2017 – 2020) and Special Advisor (2020 – March 2021) of Ford Motor Company, an automotive manufacturer
Former Chairman of Ford Smart Mobility LLC, an emerging mobility services subsidiary of Ford Motor Company (2016 – 2017)
Former interim Athletic Director of the University of Michigan (2014 – 2016)
Former President and Chief Executive Officer of Steelcase Inc., an office furniture company (1994 – 2014)
Public Boards:
Previous Public Company Boards (Past Five Years): Ford Motor Company, an automotive manufacturer (2013 – 2016, 2017 – 2020)
Other Leadership Roles:
Member of the board of directors of State Farm Mutual Automobile Company, a mutual insurance company (since March 2021)
Mr. Hackett's long track record of innovative leadership as the former chief executive officer of two public companies qualifies him to serve on our Board. His focus on the evolving needs of consumers in multiple industries, demonstrated by his leadership on smart vehicle technology and the shift to the open office space environment, along with his over 30 years of experience in the office furniture industry also qualify Mr. Hackett to serve on our Board.
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Leadership Experience
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Public Company Board Experience
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Finance
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Technology and Digital
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Global Perspective
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Sourcing/ Manufacturing
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Human Capital Management
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Risk Management
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Board and Corporate Governance Matters
Janet E. Kerr
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Age: 67
Director since: 2009
Committee Membership:
Compensation and Talent Oversight
Nominating and Governance
Executive Roles:
Vice Chancellor, Pepperdine University since 2016
Former strategic adviser to Bloomberg BNA (2014 – 2015) after its acquisition of her technology company
Professor (1983 – 2013) and Professor Emeritus (since 2013) of the Pepperdine University School of Law
Co-founder and former chief strategy officer of Exemplify, Inc., a technology knowledge management company, until its acquisition by Bloomberg BNA in 2014
Founder and former executive director of the Palmer Center for Entrepreneurship and the Law at Pepperdine Law School
First holder of Laure Sudreau-Rippe Endowed Chair at Pepperdine University School of Law
A nationally recognized author, lecturer and consultant in the area of securities law compliance, environmental, social and governance issues, banking law, corporate governance, and general corporate law
Co-founder (with HRL Laboratories, LLC) of X-Laboratories, a technology company, and founder or co-founder of several other technology companies
Ms. Kerr has earned the CERT Certificate in Cybersecurity Oversight from the Carnegie Mellon University Software Engineering Institute, the Certificate from the University of Cambridge program in Disruptive Technologies, and the Certificate in Artificial Intelligence from MIT.
Public Boards:
Other Public Company Boards: AppFolio, Inc., provider of cloud-based business management software (since 2015); Tilly’s, Inc., a retailer of apparel, footwear and accessories (since 2011)
Previous Public Company Boards (Past Five Years): Fidelity National Financial, Inc., a title insurance provider (2016 – 2018)
Ms. Kerr’s service on public and private company boards and her skills and experience in the practice of law and corporate governance qualify her to serve on our Board. In addition, her experience with technology companies and cybersecurity and technology certifications allow her to support the Board's effective oversight of our cybersecurity risks.
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Leadership Experience
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Public Company Board Experience
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Finance
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Technology and Digital
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Global Perspective
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Consumer Marketing
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Retail
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Risk Management
2022 Proxy Statement
13

Board and Corporate Governance Matters
Michael T. Lawton
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Age: 63
Director since: 2013
Chairman of the Board
Committee Membership:
Audit
Executive Roles:
Former Executive Vice President and Chief Financial Officer of Domino’s Pizza, Inc., a pizza restaurant chain (2010 – 2015)
Formerly held senior executive positions at Domino’s Pizza, Inc.:
Executive Vice President, Supply Chain Services (2014 – 2015)
Interim Chief Information Officer (2011 – 2012)
Executive Vice President of International (2004 – 2011)
Senior Vice President Finance and Administration of International
Formerly held various financial and general management positions with Gerber Products Company
Public Boards:
Other Public Company Boards: Universal Corporation, a leading global supplier of leaf tobacco (since 2016)
Mr. Lawton’s experience as CFO of a public company and senior executive of a well-known consumer brand, along with his experience on a public company board, qualify him to serve on our Board. He also has extensive experience with risk management and oversight.
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Leadership Experience
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Public Company Board Experience
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Finance
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Technology and Digital
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Global Perspective
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Sourcing/ Manufacturing
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Consumer Marketing
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Retail
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Human Capital Management
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Risk Management
W. Alan McCollough
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Age: 72
Director since: 2007
Committee Membership:
Audit
Compensation and Talent Oversight
Executive Roles:
Former Chairman (2002 – 2006) and Chief Executive Officer (2000 – 2006) of Circuit City Stores, Inc., a specialty retailer of consumer electronics, home office products, entertainment software and related services
Public Boards:
Other Public Company Boards: VF Corporation, a branded apparel company (since 2000); The Goodyear Tire & Rubber Company, a tire manufacturer (since 2007)
Mr. McCollough’s experience leading a large publicly traded consumer products company and his service on multiple public company boards qualify him to serve on our Board.
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Leadership Experience
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Public Company Board Experience
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Finance
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Technology and Digital
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Global Perspective
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Sourcing/ Manufacturing
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Consumer Marketing
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Retail
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Human Capital Management
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La-Z-Boy Incorporated

Board and Corporate Governance Matters
Rebecca L. O’Grady
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Age: 53
Director since: 2019
Committee Membership:
Audit
Compensation and Talent Oversight (Chair)
Executive Roles:
Former President of Global Häagen-Dazs and Chief Marketing Officer for International Marketing, e-Commerce & Consumer Insights of General Mills, a global food company (2014 – 2016)
Former President of Yoplait USA, a division of General Mills (2009 – 2014)
Joined General Mills in 1990, and held leadership roles in a variety of divisions and brands including Yoplait, Cheerios, Progresso and Betty Crocker
Other Leadership Roles:
Director of Ripple Foods, a dairy alternative product private company
Director and Compensation Committee Chair of Tropicale Foods, Inc., a private manufacturer and distributor of frozen novelty products
Director of HALO Branded Solutions, Inc., a promotional marketing products private company
Ms. O’Grady’s marketing expertise and e-commerce experience with consumer focused and global retailers qualifies her to serve on our Board. She also has extensive experience with risk oversight.


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Leadership Experience
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Finance
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Global Perspective
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Sourcing/ Manufacturing
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Consumer Marketing
https://cdn.kscope.io/156510a38b7c62f00b6aedaa6ad14666-image43.jpg
Retail
https://cdn.kscope.io/156510a38b7c62f00b6aedaa6ad14666-image72.jpg
Human Capital Management
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Risk Management
Lauren B. Peters
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Age: 61
Director since: 2016
Committee Membership:
Audit (Chair)
Nominating and Governance
Executive Roles:
Former Executive Vice President and Chief Financial Officer of Foot Locker, Inc., a footwear retailer (2011 – 2021)
Senior Vice President of Strategic Planning of Foot Locker, Inc. (2002 – 2011)
Formerly held various senior financial management positions at Foot Locker, Inc. and Robinsons-May, a division of May Department Stores
Formerly audit manager with Arthur Andersen & Company
Licensed Certified Public Accountant
Public Boards:
Other Public Company Boards: Allegion plc, a global provider of security products and solutions (since 2021); Victoria’s Secret & Co., an intimates specialty retailer (since 2021)
Ms. Peters’ extensive financial and strategic planning experience with consumer focused and global retailers and her service on multiple public company boards qualify her to serve on our Board. She also has extensive experience with risk oversight.
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Leadership Experience
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Public Company Board Experience
https://cdn.kscope.io/156510a38b7c62f00b6aedaa6ad14666-image38.jpg
Finance
https://cdn.kscope.io/156510a38b7c62f00b6aedaa6ad14666-image49.jpg
Technology and Digital
https://cdn.kscope.io/156510a38b7c62f00b6aedaa6ad14666-image68.jpg
Global Perspective
https://cdn.kscope.io/156510a38b7c62f00b6aedaa6ad14666-image60.jpg
Consumer Marketing
https://cdn.kscope.io/156510a38b7c62f00b6aedaa6ad14666-image43.jpg
Retail
https://cdn.kscope.io/156510a38b7c62f00b6aedaa6ad14666-image72.jpg
Human Capital Management
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Risk Management

2022 Proxy Statement
15

Board and Corporate Governance Matters
Melinda D. Whittington
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Age: 55
Director since: 2021
Committee Membership:
None
Executive Roles:
Our President and Chief Executive Officer since April 2021
Our former Senior Vice President and Chief Financial Officer (2018 – April 2021)
Former Chief Financial Officer of Allscripts Healthcare Solutions, Inc., a publicly traded healthcare information technology solutions company (2016 – 2017)
Former Senior Vice President, Corporate Controller and Chief Accounting Officer of Kraft Foods Group, Inc. (now The Kraft Heinz Company), a consumer packaged food and beverage company (February 2015 – October 2015)
Other Leadership Roles:
Member of the board of directors of the YMCA of Monroe, Michigan
Member of the Ohio State University Fisher College of Business Dean’s Advisory Council
Ms. Whittington's over 30 years’ of leadership experience at multiple public companies, including extensive consumer products expertise and proven capability in operational and financial matters, her significant risk management and human capital management experience, and her international perspective qualify her to serve on our Board. Serving as our CEO and previously as our Chief Financial Officer enables her to share unique insight on the business and financial performance of the company with the Board.
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Leadership Experience
https://cdn.kscope.io/156510a38b7c62f00b6aedaa6ad14666-image38.jpg
Finance
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Technology and Digital
https://cdn.kscope.io/156510a38b7c62f00b6aedaa6ad14666-image68.jpg
Global Perspective
https://cdn.kscope.io/156510a38b7c62f00b6aedaa6ad14666-image51.jpg
Sourcing/ Manufacturing
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Consumer Marketing
https://cdn.kscope.io/156510a38b7c62f00b6aedaa6ad14666-image43.jpg
Retail
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Human Capital Management
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Risk Management
16
La-Z-Boy Incorporated

Board and Corporate Governance Matters
Corporate Governance
Overview
Our Board of Directors is committed to good governance practices that further the company’s strategic growth plans and enhance shareholder value over the long term, while also considering the interests of other stakeholders, including our employees, customers, vendors, and the communities we impact.
The Board oversees the company’s performance, including its strategic direction and critical corporate policies that have the largest impact on our operations. In exercising its oversight responsibility, the Board evaluates the performance of our President and Chief Executive Officer (“CEO”) and monitors our strategic plan, our performance against the plan, and management’s assessment and remediation of the company’s risks. As part of the strategic planning process, the Board reviews the company’s capital allocation plan and its investment in research and product development, information technology, and employee development, with a focus on promoting the company’s long-term growth. The Board regularly reviews our governance practices and processes to ensure they remain effective, making changes when appropriate. It also monitors the company’s culture to encourage a focus on sustainable growth and to ensure we maintain the highest levels of ethics and integrity, especially with respect to our financial statements and disclosures.
Director Independence
Our Board of Directors strongly supports the concept of director independence. Consistent with the New York Stock Exchange listing standards, our Corporate Governance Guidelines require that a substantial majority of our directors be independent, and we limit membership on each of our Board committees to independent directors. Our Board annually reviews and determines if any director has a material relationship with our company, our management, or our other directors that would impede the director’s independence. Applying the New York Stock Exchange listing standards and our Corporate Governance Guidelines, our Board has determined that each of our current directors, other than Ms. Whittington, is independent: Ms. Alexander, Ms. Gallagher, Mr. Hackett, Ms. Kerr, Mr. Lawton, Dr. Levy, Mr. McCollough, Ms. O'Grady, Ms. Peters, and Dr. Qubein. Ms. Whittington, our President and CEO, does not serve on any Board committees.
Leadership Structure
Our Board evaluates, from time to time as appropriate, our leadership structure and whether to combine or separate the roles of Chairman of the Board ("Chairman") and CEO, in light of all relevant facts and circumstances. Based on the relevant facts and circumstances, including the demands of our internal business plans and the external business environment, the Board determines the leadership structure it considers to be in the best interests of the company and our shareholders at that time. At the beginning of FY 2023, our independent Lead Director Michael Lawton became non-executive Chairman, with Melinda Whittington serving as our President and Chief Executive Officer and a member of the Board. Our company has a history of adapting its leadership structure to best serve the interests of the company and our shareholders at that time, and intends to continue to do so, as appropriate.
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Our bylaws and Corporate Governance Guidelines provide that the Chairman establishes, in collaboration with the Chairs of the committees and the CEO, the agendas for, and presides at, all meetings of the shareholders and of the Board.
2022 Proxy Statement
17

Board and Corporate Governance Matters
Board Risk Oversight
Our Board is responsible for risk oversight and our management is responsible for the day-to-day assessment, monitoring and mitigation of the company’s risks.
Board Oversight
To ensure vigilant monitoring of risks, the Board feels that it is important to maintain direct oversight of our enterprise risk management process and significant risks, including: cybersecurity risks; strategic and operational risks; reputational, brand and legal risks; and environmental and sustainability risks. Our Board encourages open communication and appropriate escalation of risk reporting throughout the enterprise. The Board annually reviews management’s enterprise risk management process, which is designed to provide visibility to the Board on significant risks and risk mitigation strategies. In conjunction with the Board’s strategic plan review, management identifies risks directly related to the strategic plan, as well as new and emerging risks.
Board oversight of enterprise risk management process. The company’s enterprise risk management process engages key business and functional leaders to identify the major risks that the company faces. In addition to assessing major risks, management identifies ways to mitigate and monitor such risks. At least annually, the company’s executive leadership reviews with the full Board the major risks identified in the enterprise risk management process, as well as the steps identified to mitigate such risks. Each of the business and functional leaders responsible for the management of these identified risks also regularly discuss with the Board changes in assessment of those risks and mitigation plans.
Board oversight of cybersecurity and information security risks. With respect to cybersecurity risks, the company's
Chief Information Officer reports directly to the Board, at least three times a year, on cybersecurity and information security risks and attends Board meetings to be available to discuss cybersecurity and information security matters with the Board.
Board oversight of environmental and sustainability risks. As part of its oversight of environmental and sustainability risks, the Board has a direct role in shaping the company’s sustainability roadmap and is integrally involved in our decision to pursue a net-zero emissions goal. Our Vice President of Sustainability and Environmental Health and Safety regularly reports on environmental and sustainability progress and risks to the Board and our Chief Compliance Officer regularly reports to the Board and Audit Committee on related compliance matters and risks.
Committee Oversight
The Board has delegated to the appropriate standing committees the oversight of certain risks within their respective areas of responsibility. The Nominating and Governance Committee ensures that all risks, including any emerging risks, are monitored by the Board or the appropriate standing committee. Each committee regularly reviews and reports to the Board on its respective risk categories. Throughout the year, our Board and Board committees review and discuss the various risks confronting the company, paying special attention to new operating and strategic initiatives.
Compensation and Human Capital Management Risks
The Compensation and Talent Oversight Committee, with assistance from its independent compensation consultant, conducted a review of the risks arising from the company’s compensation policies and practices for employees, including executives. Based on such review, the Compensation and Talent Oversight Committee concluded that these risks are not reasonably likely to have a material adverse effect on the company. In addition, the company's Chief Human Resources Officer reports to the Compensation and Talent Oversight Committee on human capital management matters and risks.
Director Selection
Our Nominating and Governance Committee is responsible for recommending to the Board director candidates to fill current and anticipated Board vacancies. The committee identifies and evaluates potential candidates from recommendations from the committee’s own members, referrals from other Board members, management, shareholders, or other outside sources, including professional recruiting firms. Shareholders may recommend director nominees for election at an annual meeting of shareholders pursuant to the provisions of our bylaws, as described more fully on page 69 of this Proxy Statement. Our Corporate Governance Guidelines provide that all such director nominee recommendations by shareholders shall be brought to the attention of the Nominating and Governance Committee. In evaluating proposed candidates, the committee may review their resumes, obtain references, and conduct personal interviews.
Pursuant to our Corporate Governance Guidelines, the committee considers, among other factors, the Board’s current and future needs for specific skills and the candidate’s integrity, independence, leadership, substantial accomplishments, ethical reputation, ability to exercise sound judgment and provide insightful counsel to management, and ability to make the appropriate time commitment to the Board. Although we do not have a formal diversity policy, as stated in our Corporate Governance Guidelines, the Board believes that diversity helps to create a high-functioning Board. The Board strives to ensure that it reflects a diverse mix of relevant characteristics, including gender, race, ethnicity, culture, experience, expertise, skills, backgrounds and other characteristics, to address the company’s evolving needs, as reflected by our nine director nominees:
18
La-Z-Boy Incorporated

Board and Corporate Governance Matters
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Board Refreshment and Tenure
Our Nominating and Governance Committee believes in the benefits of refreshing the Board on an ongoing basis through the nomination and election of new directors who can bring new ideas, perspectives and skills to the boardroom. In selecting director nominees, the Nominating and Governance Committee weighs the need for both director refreshment and institutional memory, and considers average tenure of the non-employee members of our Board as part of its holistic assessment of Board composition. It believes that the appropriate mix of varied levels of tenure and experience can help to mitigate risk.
Our Nominating and Governance Committee seeks to achieve a balance in director tenure through appropriate and deliberate Board refreshment and does not believe that it is appropriate at this time to set absolute term limits on the length of a director’s service. Directors who have served on the Board for an extended period of time are able to provide valuable insight into the operation and future of the company based on their experience with, and understanding of, our history, policies and objectives. The average tenure (through their current term of service) of the non-employee members of our Board standing for reelection at the Annual Meeting is approximately 6.1 years.
Succession Planning
Our Board of Directors engages in an effective planning process to identify, evaluate and select potential successors to the CEO and other members of executive management. The CEO and the Chief Human Resources Officer provide regular updates to the Board on significant changes in key personnel and, at least annually, the chief human resources officer reviews with the Board executive management succession planning. Each director has complete and open access to any member of management. The senior members of management are invited regularly to make presentations at Board and committee meetings and meet with directors in informal settings to allow the directors to form a more complete understanding of the executive’s skill and character. The Board periodically reviews and revises, as necessary, the company’s emergency management succession plan, which details the actions to be taken by specific individuals in the event the CEO suddenly dies or becomes incapacitated.
Board Self-Evaluation Process
As required by our Corporate Governance Guidelines, annually, the Board conducts a self-evaluation of its performance and effectiveness. In addition, each of the standing committees of the Board also conducts an annual self-evaluation of its performance and effectiveness and discusses the results of such assessment with the Board. The purpose of the self-evaluation process is to identify ways in which to enhance the effectiveness of the Board’s and committees’ oversight of the company’s business and financial performance and its corporate governance. As part of the self-evaluation process, each director completes written questionnaires developed by the Nominating and Governance Committee to provide feedback on the effectiveness of the Board and the committees on which they serve, including the performance of the Chairman (and Lead Director, if applicable) and committee Chair, respectively. Given the Board's commitment to the creation of long-term shareholder value, each Board and committee self-evaluation questionnaire begins with the topic of shareholder value creation. The Board self-evaluation questionnaire also covers the following topics, among others: the company's strategic plan; management performance and succession planning; oversight of risk management, diversity, inclusion and belonging efforts, the ethics and compliance program, sustainability efforts, and information security; and the Board's composition, structure, and effectiveness.
2022 Proxy Statement
19

Board and Corporate Governance Matters
Related Person Transactions
Our Code of Business Conduct, which applies to all of our employees, executive officers and directors, requires that any potential conflict of interest be either avoided or fully disclosed. Each year, we require our directors and executive officers to disclose any transactions between them or their immediate family members and the company. The Audit Committee reviews any reported transactions related to directors or executive officers and takes appropriate action. Since the beginning of FY 2022, there have been no related person transactions requiring approval or ratification under our Code of Business Conduct.
Stock Ownership Guidelines
We encourage significant stock ownership by our Chairman, directors and executive management to align the interests of our leadership with those of our shareholders. We have established stock ownership guidelines that require each non-employee director to own La-Z-Boy equity equal in value to a multiple of their annual cash retainer. Our CEO and the other NEOs are required to own La-Z-Boy equity equal in value to a multiple of their respective base salary.
Current stock ownership guideline values for our Chairman, directors and the named executive officers are as follows:
Guideline Value
(Multiple of Salary or Annual Cash Retainer)
Chairman of the Board
5x
Non-employee directors
5x
President and CEO
5x
Other NEOs
3x
In determining compliance with the guidelines, we include shares owned directly, shares held in a family trust or qualified retirement program, performance-based shares contingently earned in completed performance periods but not yet paid out, and restricted share awards. However, we do not include stock options (whether vested or unvested) or unearned performance-based shares for such purposes.
Non-employee directors are required to meet this ownership level within five years of being elected to the Board. As of April 30, 2022, all our directors who have served on the Board for five or more years held sufficient equity of our company to satisfy the stock ownership guidelines. NEOs are required to meet this ownership level within approximately five years after becoming subject to the guidelines or an increase in the guidelines. As of April 30, 2022, all our NEOs either held sufficient equity of our company to satisfy the stock ownership guidelines or were within the five-year transition period.
Prohibition on Hedging and Pledging
We prohibit directors, officers, or employees from hedging or pledging our shares or engaging in short-term speculative trading, including short sales, trading in puts and calls, and buying on margin.
Meetings and Attendance; Overboarding Policy
Our Board of Directors met five times during FY 2022. At every Board meeting, the non-employee directors met in executive session, chaired by the independent, non-executive Chairman or Lead Director, without management present. During FY 2022, each of our directors attended at least 75% of the meetings of the Board and committees on which the director served. All of the directors attended the 2021 annual meeting of shareholders, and consistent with the policy set forth in our Corporate Governance Guidelines, we expect all continuing directors to participate in the Annual Meeting.
Our Corporate Governance Guidelines provide that directors who also serve as named executive officers (or in equivalent positions) of public companies should not serve on more than one board of a public company in addition to the company’s Board, unless approved by the Nominating and Governance Committee. Other directors should not serve on more than three boards of public companies in addition to the company’s Board, unless approved by the Nominating and Governance Committee. Directors serving on the company’s Audit Committee shall not serve on more than two audit committees of public companies in addition to the company’s Audit Committee, unless approved by the Nominating and Governance Committee.

20
La-Z-Boy Incorporated

Board and Corporate Governance Matters
Corporate Governance Guidelines and Code of Business Conduct
The company has adopted a Code of Business Conduct that applies to all of our employees, executive officers and directors. Our Corporate Governance Guidelines and Code of Business Conduct, as well as other key governance documents, can be found on our website at http://investors.la-z-boy.com, under “Corporate Governance.”
Sustainability
Reporting
We strive to provide our shareholders with important information about our sustainability-related governance and performance. In an effort to provide comparable information, we have adopted a framework through which we can hold ourselves accountable for the environmental and social impact of our business operations using the Sustainability Accounting Standards Board ("SASB") Building Products and Furnishings Standard. In addition, we are working toward aligning our future reporting with the climate-specific recommendations developed by the Task Force on Climate-related Financial Disclosures (the "TCFD"). Our climate ambition is to reach net-zero emissions by 2050, aligning with prevailing climate science and the Paris Agreement framework. In 2021, we joined the Science Based Targets initiative (the "SBTi") and have made a public commitment to set science-based decarbonization targets, which we plan to unveil in 2023.
We recently published our inaugural La-Z-Boy Environmental, Social and Governance ("ESG") Report. We invite you to visit our website at http://investors.la-z-boy.com under “Sustainability” to read our report to learn more about our ESG initiatives and impact.
Highlights
In calendar year 2021, we made notable progress across three key ESG pillars: Sustainable Design, Sustainable Planet, and Sustainable Culture.
Sustainable Design
Sourced more than 74% of our wood from renewable, plantation-grown sources.
Received a High Score on the Wood Furniture Scorecard, an initiative of the National Wildlife Federation and Sustainable Furnishings Council to show the progress of sustainability initiatives by furniture companies.
Awarded GREENGUARD Gold Certification which demonstrates that our products meet rigorous standards for low volatile organic compound ("VOC") emissions.
Established the Supplier Inclusion Program, which seeks to ensure inclusion is a component of every product we make.
Sustainable Planet
Joined the SBTi to reach net-zero emissions by 2050.
Executed a virtual power purchase agreement (the "VPPA") to help us address the carbon footprint of more than 90% of our current total annual U.S. energy consumption. The VPPA was executed in 2021 with AEP Energy Partners to procure clean energy from a Texas wind farm.
Completed a physical and policy risk assessment aligned with guidance from the TCFD and evaluated our Scope 3 emissions to gain a better understanding of our footprint.
Maintained eight existing zero-waste-to-landfill facilities in the U.S.
Sustainable Culture
Signed the CEO Action for Diversity and Inclusion pledge, which outlines specific actions to cultivate a diverse, inclusive and trusting environment.
Recognized by the National Safety Council with over 100 awards for safety performance and leadership throughout our company’s history.
Hosted on-site COVID-19 vaccination clinics at several of our North American locations, earning us recognition from Canacintra, an organization in Mexico representing the industrial sector and its employees.
2022 Proxy Statement
21

Board and Corporate Governance Matters
Shareholder Engagement
We are committed to transparent and active engagement with our shareholders to both share our perspectives and obtain valuable insight and feedback from shareholders on matters of mutual interest. Our shareholder engagement is a year-round process that may involve our Chairman, Lead Director (if applicable), executive management, and members of our investor relations, corporate governance, environmental, and executive compensation teams. Throughout the year, we meet with institutional investors and analysts to inform and share our perspectives and to solicit their feedback on our performance. This includes participation in investor and industry conferences and other group and one-on-one meetings throughout the year. We also engage with the corporate governance teams of our major shareholders, through conference calls that occur during and outside of the proxy season. In FY 2022, we invited eleven of our top shareholders representing over 40% of the company's outstanding common stock to engage with our Lead Director and certain members of management on various strategic and other matters, including company strategy and performance, Board diversity and refreshment, executive compensation, and ESG priorities such as human capital management, sustainability initiatives, oversight and performance, and corporate governance practices. Feedback the company receives from shareholders is regularly reported to the Board and its committees, as appropriate, and informs the Board’s deliberations on the company’s strategy, operations, governance practices, executive compensation program, and oversight of sustainability initiatives. For further discussion of our shareholder engagement on executive compensation matters, please see Say-on-Pay Vote and Shareholder Engagement on page 32.
Communication with Directors
Interested parties, including shareholders, may communicate with, or provide recommendations to, our Board, the Chairman or Lead Director (if applicable), or other specified members or committees of the Board by sending correspondence to our Corporate Secretary at La-Z-Boy Incorporated, One La-Z-Boy Drive, Monroe, MI 48162, and specifying in such correspondence the intended recipient or recipients of the communication or recommendation. The Corporate Secretary reviews and compiles all communications received, provides a summary of any lengthy or repetitive communications, and forwards them to the specified recipient director or directors. The complete communication is provided when requested by the relevant director, directors or committee.
Committees of the Board
We have three standing committees of the Board: the Audit, Compensation and Talent Oversight, and Nominating and Governance Committees. Each committee is composed of only independent directors. Each committee operates under a charter (which can be found at http://investors.la-z-boy.com, under “Corporate Governance”) and has the ability to engage independent consultants and advisors at the company’s expense to assist the committee in fulfilling its duties. Mr. Lawton, our independent, non-executive Chairman, serves on the Audit Committee and generally attends the meetings of the other committees. The current membership and Chair of each of the committees are shown in the table below.
NameAuditCompensation and Talent OversightNominating
and Governance
Erika L. Alexander
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https://cdn.kscope.io/156510a38b7c62f00b6aedaa6ad14666-ticka10.jpg
Sarah M. Gallagher
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https://cdn.kscope.io/156510a38b7c62f00b6aedaa6ad14666-ticka10.jpg
James P. Hackett
https://cdn.kscope.io/156510a38b7c62f00b6aedaa6ad14666-ticka10.jpg
https://cdn.kscope.io/156510a38b7c62f00b6aedaa6ad14666-ticka10.jpg (Chair)
Janet E. Kerr
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https://cdn.kscope.io/156510a38b7c62f00b6aedaa6ad14666-ticka10.jpg
Michael T. Lawton (Chairman)
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H. George Levy, MD
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https://cdn.kscope.io/156510a38b7c62f00b6aedaa6ad14666-ticka10.jpg
W. Alan McCollough
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https://cdn.kscope.io/156510a38b7c62f00b6aedaa6ad14666-ticka10.jpg
Rebecca L. O'Grady
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https://cdn.kscope.io/156510a38b7c62f00b6aedaa6ad14666-ticka10.jpg (Chair)
Lauren B. Peters
https://cdn.kscope.io/156510a38b7c62f00b6aedaa6ad14666-ticka10.jpg (Chair)
https://cdn.kscope.io/156510a38b7c62f00b6aedaa6ad14666-ticka10.jpg
Dr. Nido R. Qubein
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https://cdn.kscope.io/156510a38b7c62f00b6aedaa6ad14666-ticka10.jpg
Melinda D. Whittington
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La-Z-Boy Incorporated

Board and Corporate Governance Matters
Audit Committee
Members: Lauren B. Peters (Chair)
James P. Hackett
Michael T. Lawton
W. Alan McCollough
Rebecca L. O'Grady
FY 2022 meetings: 9
Independence: Each member of the committee is independent and financially literate
Audit Committee Financial Expert: Each member of the committee is an “audit committee financial expert,” as defined by the SEC
Key risk oversight and other duties:
Financial reporting process
Ethics and compliance-related matters
Legal and regulatory compliance matters
Effectiveness of our internal and external audit functions
Selection and oversight of our independent registered public accounting firm
The Audit Committee monitors the independence of the company’s independent registered public accounting firm, annually requests and reviews the firm’s written statement of relationships with the company, and reviews and limits our use of the firm for non-audit work. The committee reviews the staff assigned to our audit and ensures the lead partner is rotated at least once every five years. The committee discusses with management and our independent registered public accounting firm the quality and adequacy of our internal controls over financial reporting.
Report: The Audit Committee Report is set forth beginning on page 26 of this Proxy Statement.
Compensation and Talent Oversight Committee
Members: Rebecca L. O'Grady (Chair)
Erika L. Alexander
Sarah M. Gallagher
Janet E. Kerr
W. Alan McCollough
H. George Levy, MD
Dr. Nido R. Qubein
FY 2022 meetings: 4
Independence: Each member of the committee is independent; each is an “outside director” and a “non-employee director” as defined for purposes of the Internal Revenue Code and Securities Exchange Act of 1934, as amended
Key risk oversight and other duties:
Compensation of executive officers
Executive and senior management incentive compensation program
Director equity and cash compensation program
In conjunction with the Board, evaluating the CEO’s performance
Human capital management, including succession planning, talent management, employee engagement, and diversity, inclusion and belonging
The Compensation and Talent Oversight Committee receives advice on executive compensation matters from outside compensation consultants. Each year, the committee reviews and discusses the independence of its independent compensation consultants and has determined that its independent compensation consultant, FW Cook, is independent and that their work for the committee does not raise any conflicts of interest.
Report: The Compensation and Talent Oversight Committee Report is set forth on page 28 of this Proxy Statement.
2022 Proxy Statement
23

Board and Corporate Governance Matters
Nominating and Governance Committee
Members: James P. Hackett (Chair)
Erika L. Alexander
Sarah M. Gallagher
Janet E. Kerr
H. George Levy, MD
Lauren B. Peters
Dr. Nido R.Qubein
FY 2022 meetings: 4
Independence: Each member of the committee is independent
Key risk oversight and other duties:
Board governance practices
Identification and evaluation of director candidates
In conjunction with the Board, enterprise risk management process
The Nominating and Governance Committee makes recommendations on general corporate governance issues, including the size, structure, and composition of the Board and its committees. The committee also assists the Board in ensuring that all risks are monitored by the Board or the appropriate standing committee. See “Risk Oversight” above for further discussion of our risk oversight process.
Director Compensation
Only our non-employee directors are compensated for service on the Board. Non-employee director compensation is determined by the Board, after considering the recommendation of the Compensation and Talent Oversight Committee. In February 2021, the committee asked its independent compensation consultant, Frederic W. Cook & Co., Inc., to provide an independent assessment of the director compensation program to evaluate its continued alignment with peer companies and sound governance practices. Based on such assessment and the recommendation of the Compensation and Talent Oversight Committee, the Board did not make any change to non-employee director compensation for FY 2022 other than approving the Chairman retainer discussed below.
For FY 2022, the compensation for our non-employee directors was a combination of cash and restricted stock units (“RSUs”), as shown below.
Chairman Retainer: During FY 2022, Mr. Darrow served as the non-executive Chairman pursuant to the Transition Agreement between him and the company. For his service as Chairman, Mr. Darrow received a supplemental annual cash retainer of $100,000, in addition to the annual compensation provided to the company’s non-employee directors.
Lead Director Cash Retainer: For our independent Lead Director during FY 2022, an additional cash retainer of $30,000.
Annual Cash Retainer: For each non-employee director, an annual cash retainer of $85,000.
Committee Chair Cash Retainers: For the Chairs of our Audit, Compensation and Talent Oversight, and Nominating and Governance Committees, an additional cash retainer of $20,000, $15,000, and $10,000, respectively.
Equity Grant (RSUs): We granted each non-employee director (other than Ms. Alexander) 2,991 RSUs with a grant date fair value of $105,014. Ms. Alexander, who joined our Board on October 25, 2021, received a pro rated grant. Each RSU is equivalent in value to a share of our common stock. We award and pay in cash dividend equivalents on RSUs at the same time and in the same amount as dividends declared on our common shares. The RSUs do not include voting rights. The RSUs vest and are settled, in shares only, when the director leaves the Board.
Miscellaneous: We reimburse directors for their cost of travel, lodging, and related reasonable expenses incurred in the performance of their duties, including for participation in director education programs. We provide membership in the National Association of Corporate Directors for each director. Each director is eligible to purchase our products from us at a discount.
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La-Z-Boy Incorporated

Board and Corporate Governance Matters
FY 2022 Director Compensation
Name
Fees Earned
or Paid in
Cash
($)(1)
RSU
Awards
($)(2)
All Other
Compensation
($)(3)
Total
($)
Erika L. Alexander44,153 89,024 804 133,981 
Kurt L. Darrow(4)
185,000 257,236 1,436 443,672 
Sarah M. Gallagher85,000 105,014 11,339 201,353 
James P. Hackett92,056 105,014 2,347 199,417 
Janet E. Kerr85,000 105,014 39,027 229,041 
Michael T. Lawton112,222 105,014 17,292 234,528 
H. George Levy, MD85,000 105,014 41,286 231,300 
W. Alan McCollough94,083 105,014 41,286 240,383 
Rebecca L. O'Grady100,000 105,014 5,482 210,496 
Lauren B. Peters99,111 105,014 11,339 215,464 
Dr. Nido R. Qubein88,028 105,014 41,286 234,328 
(1)Includes annual cash retainer, Chairman retainer, Lead Director cash retainer, and committee Chair cash retainers, as applicable.
(2)The amounts reported in this column represent the grant date fair value of RSUs granted in 2021, calculated in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718, and in the case of Mr. Darrow, the incremental fair value under FASB ASC Topic 718 associated with the modification of his outstanding restricted stock award in connection with his separation from the Board and does not reflect a new equity grant. Information on the equity awards (other than RSUs settleable in cash) held by each non-employee director as of April 30, 2022, is shown in the Security Ownership of Directors and Executive Officers table on page 65. As of such date, our non-employee directors also held RSUs settleable in cash as follows: Ms. Kerr – 12,927 units; Dr. Levy – 16,514 units; Mr. McCollough – 16,514 units; and Dr. Qubein – 16,514 units.
(3)Reflects payments of dividend equivalents on RSUs at the time and in the amount that dividends were declared for common shares.
(4)Mr. Darrow retired from the Board on April 30, 2022, pursuant to the Transition Agreement between him and the company. Mr. Darrow reported to us that, as of July 1, 2022, he beneficially owned, directly or indirectly, 801,135 shares of the company's stock, including 703,377 shares he has the right to acquire within 60 days after July 1, 2022.
2022 Proxy Statement
25


AUDIT MATTERS
Proposal 2: Ratification of Selection of Independent
Registered Public Accounting Firm
The Audit Committee selects the company’s independent registered public accounting firm and manages all aspects of the relationship, including the firm’s compensation, retention, replacement, and scope of work. The Audit Committee conducts an annual evaluation of the independent registered public accounting firm’s qualifications, performance, and independence. In accordance with SEC rules, the lead partner overseeing the company's independent audit engagement rotates every five years and the Audit Committee and its Chair are directly involved in the company's selection of the lead engagement partner. Such lead partner rotation occurred as of the beginning of FY 2021.
The Audit Committee has selected PricewaterhouseCoopers LLP (“PricewaterhouseCoopers”) as the company’s independent registered public accounting firm (“independent auditor”) for FY 2023. PricewaterhouseCoopers acted as our independent auditor for FY 2022 and has served as the company’s independent auditor since 1968. The Audit Committee and the Board believe that the continued retention of PricewaterhouseCoopers as the company’s independent auditor is in the best interests of the company and its shareholders. Representatives of PricewaterhouseCoopers will be available at the Annual Meeting to answer questions and will have the opportunity to make a statement.
We ask you to ratify the selection of PricewaterhouseCoopers as our independent auditor. Although ratification is not required by our bylaws or otherwise, the Board and the Audit Committee submit the selection of PricewaterhouseCoopers to you for ratification as a matter of good corporate practice. The Audit Committee may reconsider the selection if it is not ratified. In addition, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the company and its shareholders.
Our management will present the following resolution at the Annual Meeting:
RESOLVED, the Audit Committee’s selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for La-Z-Boy Incorporated for fiscal year 2023 is ratified.
aTHE BOARD AND THE AUDIT COMMITTEE RECOMMEND THAT YOU VOTE “FOR” PROPOSAL 2
Audit Committee Report
In accordance with the charter adopted by the Board, the Audit Committee assists the Board of Directors in overseeing our financial reporting process, internal controls and procedures, and compliance with legal and regulatory requirements. Management is responsible for the company’s financial reporting process and related internal controls, while the independent registered public accounting firm is responsible for independently auditing the company’s financial statements and internal controls in accordance with the auditing standards of the Public Company Accounting Oversight Board (“PCAOB”). The current Audit Committee charter, which provides more information regarding the committee’s responsibilities and processes, is available on the La-Z-Boy website at http://investors.la-z-boy.com, under “Corporate Governance.”
The Audit Committee selects the company’s independent registered public accounting firm and manages all aspects of the relationship, including the firm’s compensation, retention, replacement, and scope of work. In selecting PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for FY 2023, the committee evaluated the firm’s independence, including reviewing the written disclosures and letter from PricewaterhouseCoopers LLP required by the PCAOB, and discussed with PricewaterhouseCoopers LLP its independence. The committee also discussed with PricewaterhouseCoopers LLP the matters required to be discussed by the applicable requirements of the PCAOB and the SEC. The committee also considered whether PricewaterhouseCoopers LLP’s provision of non-audit services to the company is compatible with the firm’s independence. The committee determined that PricewaterhouseCoopers LLP is independent of the company and management.
In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management and PricewaterhouseCoopers LLP the company’s audited financial statements for the fiscal year ended April 30, 2022.
26
La-Z-Boy Incorporated

Audit Matters
The Audit Committee met nine times during FY 2022. The committee regularly meets with the senior members of the company’s financial management team and the company’s independent registered public accounting firm. The committee selectively met with key managers of the company to review or discuss potential financial risks related to the company. The committee also regularly met in executive sessions, in separate private sessions with PricewaterhouseCoopers LLP, the key members of the senior management team, and the internal audit team. At these meetings, the committee discussed the company’s financial estimates and judgments, internal controls over financial reporting, accounting principles, and regulatory compliance.
Based on the reviews and discussions described above, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, the inclusion of the audited financial statements in La-Z-Boy’s Annual Report on Form 10-K for the fiscal year ended April 30, 2022, for filing with the SEC.
The Audit Committee
Lauren B. Peters, Chair
James P. Hackett
Michael T. Lawton
W. Alan McCollough
Rebecca L. O'Grady
Audit and Other Fees
For professional services rendered to the company for FY 2021 and FY 2022, PricewaterhouseCoopers has billed us as follows:
FY 2022
FY 2021
Audit Fees$2,155,000 $2,223,000 
Audit-Related Fees— — 
Tax Fees59,000 197,000 
All Other Fees7,000 3,000 
Total Fees$2,221,000 $2,423,000 
Audit Fees: Consist of fees for the audit work performed on our annual financial statements included in our annual report on Form 10-K, our internal controls over financial reporting, management’s assessment of our internal controls over financial reporting, and reviews of the quarterly financial statements included in our quarterly reports on Form 10-Q, as well as audit services that are normally provided in connection with our statutory and regulatory filings.
Audit-Related Fees: Consist of fees for assurance and related services that are traditionally performed by the independent registered public accounting firm.
Tax Fees: Consist of fees for services related to tax compliance and other tax services. For FY 2022, these services related primarily to tax advisory services on research tax credits and to international tax compliance.
All Other Fees: Consist of subscription fees for PricewaterhouseCoopers’ accounting research software tool and disclosure checklist tool in FY 2022.
Pre-Approval Policy and Procedures
The Audit Committee has a policy that all audit and non-audit services provided by our independent auditor must be approved in advance by the Audit Committee. Between meetings of the Audit Committee, the committee has delegated authority to review and approve such services to its Chair. Any such approval by the Chair must be reported to the entire Audit Committee at the next scheduled Audit Committee meeting. The Audit Committee approved all audit and non-audit services provided by the independent auditor, PricewaterhouseCoopers, in FY 2022 in accordance with its policy.
2022 Proxy Statement
27


COMPENSATION MATTERS
Proposal 3: Advisory Resolution to Approve the Compensation of our Named Executive Officers
Pursuant to regulations under Schedule 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we ask you to approve, on an advisory basis, the compensation of our named executive officers, as disclosed in this Proxy Statement in accordance with the compensation disclosure rules of the SEC, including Item 402 of the SEC’s Regulation S-K.
As described in detail in the Compensation Discussion and Analysis, we seek to closely align the interests of our named executive officers with those of our shareholders. We have endeavored to design our compensation program to reward our named executive officers for individual and company-wide achievements without encouraging them to subject our company to excessive risks. Before voting on this proposal, please read the Compensation Discussion and Analysis and review the executive compensation tables and related narrative discussion. Those materials provide a detailed explanation of our executive compensation philosophy and practices.
The vote on this resolution is not intended to address any specific element of compensation but is instead a vote on approving the overall compensation of our named executive officers as described in this Proxy Statement. While the vote is non-binding, we value the opinion of our shareholders, and will consider the outcome of the vote when making future named executive officer compensation decisions.
Our management will present the following resolution at the Annual Meeting:
RESOLVED, the compensation paid to the company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S–K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion, is hereby approved.
aTHE BOARD RECOMMENDS YOU VOTE “FOR” PROPOSAL 3
Compensation and Talent Oversight Committee Report
The Compensation and Talent Oversight Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy Statement. Based on such review and discussions, the Compensation and Talent Oversight Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and be incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended April 30, 2022.
The Compensation and Talent Oversight Committee
Rebecca L. O'Grady, Chair
Erika L. Alexander
Sarah M. Gallagher
Janet E. Kerr
H. George Levy, M.D.
W. Alan McCollough
Dr. Nido R. Qubein
28
La-Z-Boy Incorporated

Compensation Matters
Compensation Discussion and Analysis
This section describes our executive compensation philosophy and the material components of our executive compensation program for our named executive officers (“NEOs”). We also explain how and why the Compensation and Talent Oversight Committee of our Board (or the "Compensation Committee") made the specific compensation decisions involving the NEOs for FY 2022, which ended on April 30, 2022.
Roadmap
FY 2022 Leadership Transitions
Our Purpose
Our Century Vision
Our FY 2022 Financial Highlights
Our FY 2022 Business Highlights
Compensation Philosophy
Pay-for-Performance Overview
CEO Pay-for-Performance Alignment
Say-on-Pay Vote and Shareholder Engagement
Overview of Key Compensation Practices

Compensation Objectives
Compensation Mix
Overview of Executive Compensation Program Elements

Compensation Committee's Role
Pay-Setting Process Methodology and Peer Group

Base Salaries
Incentive Compensation
Retirement Benefits

Executive Management Stock Ownership Guidelines
Severance Benefits
Recoupment of Incentive Payments

Our FY 2022 NEOs are:
Melinda D. Whittington
President and Chief Executive Officer
Robert G. Lucian
Senior Vice President and Chief Financial Officer
Darrell D. Edwards(1)
Senior Vice President and Chief Operating Officer
Otis S. Sawyer
Senior Vice President and President,
La-Z-Boy Portfolio Brands
Raphael Z. Richmond
Vice President, General Counsel and Chief Compliance Officer
(1) On March 2, 2022, the company announced Mr. Edward's planned retirement from the company, effective in July 2022.
FY 2022 Leadership Transitions
Following engaged and robust succession planning by our Board, Melinda D. Whittington was elected as our President and Chief Executive Officer effective April 25, 2021, the beginning of FY 2022. In connection with her promotion to President and Chief Executive Officer, in February 2021, the Compensation Committee considered and set Ms. Whittington’s annualized base salary, her short-term cash incentive target award opportunity under the terms of the company’s 2017 Omnibus Incentive Plan, and her target long-term incentive equity award value for FY 2022. Ms. Whittington succeeded Kurt L. Darrow, who retired as our President and Chief Executive Officer effective at the end of FY 2021, and prior to her promotion, she served as our Senior Vice President and Chief Financial Officer.
Robert G. Lucian succeeded Ms. Whittington as our Senior Vice President and Chief Financial Officer, effective at the beginning of FY 2022. In connection with his promotion, in February 2021, the Compensation Committee considered and set Mr. Lucian's annualized base salary, his short-term cash incentive target award opportunity under the terms of the company’s 2017 Omnibus Incentive Plan, and his target long-term incentive equity award value for FY 2022.
Raphael Z. Richmond was promoted to Vice President, General Counsel and Chief Compliance Officer, also effective at the beginning of FY 2022. Ms. Richmond succeeded Stephen K. Krull, who retired from that position effective at the end of FY 2021.
2022 Proxy Statement
29

Compensation Matters
Executive Summary
Our Purpose
We believe in the transformational power of comfort. Our purpose is to lead the global furnishings industry by leveraging our expertise in comfort, providing the best consumer experience, creating the highest quality products, and empowering our people to transform rooms, homes, and communities.
Our Century Vision
In FY 2022, we were relentlessly focused on transformation. We developed and began implementing our strategic vision for profitable growth as we look to our company's 100th anniversary in 2027. Our goals are to outpace furniture industry sales growth while delivering double‐digit operating margins over the long term.
https://cdn.kscope.io/156510a38b7c62f00b6aedaa6ad14666-graphica.jpg
Our FY 2022 Financial Highlights
Revenue ofGAAP operating income ofNon-GAAP operating income of
$2.4B
$206.8M
$190.6M
36% increase from FY 2021 (or 33% adjusting for 53rd week in FY 2022)51% increase from FY 202122% increase from FY 2021
GAAP diluted EPS ofNon-GAAP diluted EPS ofAmount returned to shareholders through share repurchases and dividends
$3.39
$3.11
$118.4 M
47% increase from $2.30 in FY 202119% increase from $2.62 in FY 202195% increase from FY 2021
See Appendix B of this Proxy Statement for information regarding non-GAAP financial measures, including a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.
30
La-Z-Boy Incorporated

Compensation Matters
Our FY 2022 Operational Highlights
A Relentless Focus on Transformation and Long-term Growth while Driving Agility Amidst a Challenging External Environment
As we began FY 2022, the singular certainty was uncertainty. Amidst this challenging external environment, we chose to relentlessly focus on transforming our company for long-term growth. After an extensive strategic review, we launched our Century Vision focused on our goal of outpacing furniture industry sales growth while delivering double-digit operating margins over the long term.
While transforming our company for the long-term, we also made a series of enhancements across the enterprise during FY 2022 to drive agility and increase production capacity efficiently. In addition to adding key leadership to our experienced team, with expertise from other industries to bring fresh perspectives to the business, we made structural changes across our supply chain to increase production, including expanding our North American operations with multiple new facilities in Mexico. We also changed processes within our plants to maximize output with a better product mix, shifted procurement strategies with an expanded supplier base in multiple geographies, and are strategically managing inventories to protect against future parts outages and disruption.
Despite a challenging year due to the ongoing pandemic, supply chain disruption, and macroeconomic uncertainty, we closed FY 2022 with $2.4 billion in sales and returned $118.4 million to shareholders through share repurchases and dividends. The record demand across all of our business units, coupled with the continuing challenges and uncertainty in the external environment, required us to manage our business with agility. We remain focused on executing our Century Vision with the highest level of agility and precision, building on our 95 years of strength and success, and utilizing our strong balance sheet to make strategic investments to strengthen our brands, grow our business, and drive demand even as we face what will continue to be a challenging macroeconomic environment.
Compensation Philosophy
Our compensation philosophy is to provide a total direct compensation ("TDC") opportunity generally targeted to the median of the competitive market, with consideration of performance, skills, experience and other factors in setting individual pay levels. The majority of each NEO’s annual target compensation is at-risk with the amount realized, if any, based on company and stock price performance. The pay level and at-risk portion increases as an NEO assumes greater levels of responsibility with greater potential impact on the company. Accordingly, our CEO’s pay level and at-risk pay portion are higher than those of other officers due to her greater level of responsibility.
Pay-for-Performance Overview
Our company’s performance drove our NEO compensation in FY 2022. Our annual Management Incentive Plan (“MIP”) and our performance-based shares for the FY 2020-2022 performance period utilized a subset of the following performance metrics: net sales, operating profit, operating cash flow, and relative total shareholder return ("rTSR"). Based on the company's performance, our NEOs earned the following incentive payouts:
2022 MIP


144% Payout
Sales and operating profit are the two performance metrics measured by the MIP. Our company financial performance exceeded the maximum performance goal for sales, reflecting record delivered sales in FY 2022 due to higher capacity and pricing actions, and was slightly below the target performance goal for operating profit, reflecting higher raw material costs and plant inefficiencies related to increasing manufacturing capacity. As a result, NEOs received a FY 2022 MIP payout that was above the target payout level, commensurate with the achievement level of the pre-established performance goals.
2020-2022 LTIP




89% Payout
Sales and operating cash flow are two of the performance metrics that were measured for the FY 2020-2022 performance-based share award. Over the three-year performance period, our company financial performance on sales was below threshold in the first two annual periods and exceeded the maximum performance goal for sales in the third annual period. Our performance was above the target or maximum performance goals for operating cash flow in two of the three annual periods. The third metric, rTSR, was between the threshold and target performance goals for the cumulative three-year performance period. Overall, NEOs received a payout for the FY 2020-2022 performance-based share award that was slightly below the target vesting level, commensurate with the achievement level of the pre-established performance goals.

2022 Proxy Statement
31

Compensation Matters
CEO Pay-for Performance Alignment
The chart below compares the realizable TDC for the company's CEO (currently, Ms. Whittington and formerly, in FY 2020 and FY 2021, Mr. Darrow) relative to our peer group companies, with realizable pay for the past fiscal year valued as of our fiscal year end, April 30, 2022.
https://cdn.kscope.io/156510a38b7c62f00b6aedaa6ad14666-graph_companyrespectivefyea.jpg
For purposes of the above charts, we have included the following elements in calculating "realizable pay" for the company and our peer groups companies:
actual base salary paid,
actual bonus earned for the year (typically paid in the subsequent year),
for long-term incentives, the intrinsic value as of the applicable measurement date,
for stock options, the in-the-money value of stock options granted in the last three years (vested and unvested) as of the applicable measurement date,
for restricted stock (or restricted stock units in the case of certain peer companies), the number of shares granted multiplied by the stock price as of the applicable measurement date, adjusted for dividend reinvestments,
for performance shares, shares earned or target awards for cycles beginning in the last three years multiplied by the stock price as of the applicable measurement date, adjusted for dividend reinvestments, and
for performance cash in the case of certain peer companies, the dollar amount earned or target awards for cycles beginning in the last three years.
Say-on-Pay Vote and Shareholder Engagement
The Compensation Committee considers whether the company’s executive compensation program is aligned with the interests of the company’s shareholders. As part of its review of the company’s executive compensation program, the Compensation Committee considered the approval by approximately 95% of the votes cast for the company’s say-on-pay vote at our 2021 Annual Meeting of Shareholders. The Compensation Committee determined that the company’s executive compensation philosophies and objectives and compensation elements continued to be appropriate and did not make any changes to the company’s executive compensation program in response to the 2021 say-on-pay vote.
In FY 2022, we invited eleven of our top shareholders representing over 40% of the company's outstanding common stock to engage with our Lead Director and selected members of management on various strategic and other matters, including company strategy and performance, Board diversity and refreshment, executive compensation, and ESG priorities such as human capital management, sustainability initiatives, oversight and performance, and corporate governance practices. The Compensation Committee and the Board reviewed a summary of the shareholder feedback received on executive compensation-related matters. The shareholders with whom we engaged were generally supportive of our executive compensation program and approved of the extent to which it is performance-based. For a description of our on-going shareholder engagement efforts, please see page 22.

32
La-Z-Boy Incorporated

Compensation Matters
Overview of Key Compensation Practices
What We Do
aPay for performance – Our NEO compensation program emphasizes variable pay over fixed pay. A majority of NEO target annual compensation is at-risk and linked to our financial or stock performance
aEstablish and monitor compliance with stock ownership guidelines for executives – Our expectations for stock ownership further align NEOs’ interests with those of our shareholders
aUse rTSR in long-term performance-based share awards
aRequire company contributions, if any, to the Performance Compensation Retirement Plan, to be determined by company performance
aMitigate undue risk – We have maximum caps on potential incentive payments and a clawback policy on performance-based compensation
aAppoint only independent directors to the Compensation Committee
aThe Compensation Committee engages an independent compensation consultant to assist it and the Board with executive compensation program design and review
aProvide severance and change-in-control arrangements that are designed to be aligned with market practices, including the use of double-trigger change-in-control severance agreements
aProhibit hedging, pledging and short sales by executives and directors
What We Don’t Do
ûDo not provide employment agreements
ûDo not gross up excise taxes upon a change in control
ûDo not reprice options without shareholder approval
ûDo not pay dividends on unearned performance-based shares or units
ûDo not have single trigger vesting of equity-based awards upon a change in control
ûDo not provide excessive perquisites
2022 Proxy Statement
33

Compensation Matters
Executive Compensation Framework
Compensation Objectives
We design our executive pay program to support our business strategy and provide meaningful award opportunities that are aligned with the achievement of strategic and financial objectives.
Pay for performance. We provide the majority of our NEOs' target TDC in annual and long-term incentive awards that are earned, or increase in value, based on company and/or stock performance.
Reward for TSR. We align our NEOs’ interests with our shareholders’ interests by providing a significant portion of their annual target pay opportunity in the form of long-term equity incentives (for FY 2022, performance-based shares and stock options) whose value is dependent on our stock price and absolute TSR performance, and by basing a portion of the performance-based share awards on rTSR.
Require significant stock ownership. We require our NEOs to own meaningful amounts of our stock over a sustained period to further align their interests with the interests of long-term shareholders.
Provide market competitive opportunities. We design our compensation packages, including base salaries and incentive opportunities, to be market competitive.
Manage costs. In designing our executive pay program, we take into account the cost of various elements (share usage, cash flow, and accounting impacts).
Compensation Mix
In line with our pay-for-performance philosophy, the majority of each NEO’s target TDC is performance-based and therefore, “at risk.” Target TDC is composed of base salary, target annual bonus, and the target value of annual long-term equity incentives. Target TDC is used in the competitive review of target pay opportunities for each NEO. The chart below shows the percentage of each element in the target TDC for our CEO and the average for our other NEOs.
https://cdn.kscope.io/156510a38b7c62f00b6aedaa6ad14666-piechart_trgtpaymixxceoa.jpg
https://cdn.kscope.io/156510a38b7c62f00b6aedaa6ad14666-piechart_trgtpaymixxneoa.jpg

34
La-Z-Boy Incorporated

Compensation Matters
Overview of Executive Compensation Program Elements
To best achieve our objectives for the executive pay program, we provide a compensation package composed of the following primary elements:

Component
Description
Performance-
Based?
Page
Reference
Base Salary
Fixed compensation for services rendered.
No1
See pg. 37
Management Incentive Program (MIP)
Short-term incentive plan that pays cash bonuses to participants based on performance against pre-established goals for net sales and operating profit.
Yes
See pg. 38
Long-Term Incentives
Annual equity awards (for FY 2022, stock options and performance-based shares)
Stock options attain value only if our stock price increases following the date of grant.
Performance-based shares are earned based on performance against pre-established goals for net sales and operating cash flow, and TSR relative to the S&P 600 Consumer Durables and Apparel sub-index.
Yes
See pg. 39
Retirement Benefits
A qualified 401(k) plan and non-qualified executive deferred compensation plan. Amounts contributed to 401(k) and deferred compensation plans are determined by an NEO’s election. Matching contributions to 401(k) plans in excess of IRC limitations may be credited to the executive deferred compensation plan.
No2
See pg. 42
Performance Compensation Retirement Plan
A non-qualified retirement account to which any contributions (percentage of the sum of base salary plus bonus earned) made by the company are based on performance relative to pre-established performance criteria (for FY 2022, operating income).
Yes
See pg. 42
(1)    Although base salary is not tied to the achievement of performance goals, the Compensation Committee considers performance in making any adjustments to base salaries.
(2)    NEOs may only contribute or elect to defer amounts earned and paid during the year (i.e., actual base salaries and bonuses earned).
The mechanics of these pay elements and our pay decisions are detailed below. In addition, we have change-in-control agreements with our NEOs, and they participate in a severance plan. Additional information regarding the change-in-control agreements and executive severance plan can be found on page 44. We believe these elements assist us in attracting and retaining quality executive talent and support continuity of our leadership.
Determining Executive Compensation
Compensation Committee’s Role
Each year, the Compensation Committee reviews and approves the overall design of our executive pay program and all pay elements for the NEOs. The CEO, chief financial officer, and chief human resources officer provide input on program design (including goals and weighting) and information on the company’s and the furniture industry’s performance.
The Compensation Committee has sole authority to retain and terminate consultants used by the Compensation Committee to evaluate executive compensation. For FY 2022, the Compensation Committee retained Frederic W. Cook & Co., Inc. ("FW Cook") as its independent executive compensation consultant to advise the committee on matters related to executive compensation. Under the Compensation Committee’s direction, FW Cook interacted with members of the senior executive team to provide insight into company and industry practices, emerging best practices and market trends.
The Compensation Committee annually reviews the independence of its consultants by considering the factors specified in the NYSE’s rules related to compensation advisor independence. With respect to FY 2022, FW Cook provided a report addressing the following factors: (1) other services FW Cook provided to us, if any; (2) the fees we paid as a percentage of FW Cook's total revenue; (3) FW Cook’s policies and procedures designed to prevent a conflict of interest; (4) any business or personal relationship of members of the consulting team with a member of the committee; (5) any company stock owned by members of the consulting team; and (6) any business or personal relationships between our executive officers and members of the consulting team. In FY 2022, the Compensation Committee discussed FW Cook’s independence along with these factors and concluded that FW Cook’s work did not present any conflict of interest.
2022 Proxy Statement
35

Compensation Matters
Pay-Setting Process Methodology and Peer Group
For each NEO, we establish a salary range and the target annual and long-term incentive award opportunities after considering market median pay levels. In setting individual pay levels, we consider market pay data and company performance. We also consider each NEO’s duties and responsibilities, skills, experience, and performance, as well as our business needs, cost, and internal pay equity.
In setting individual NEO pay levels and opportunities, the Compensation Committee annually reviews compensation data and practices for a peer group of companies in sectors in which the company generally competes to attract talented, high-performing executives. Reflecting the company's business model, the company seeks executive talent with one or more of retail, wholesale, manufacturing and e-commerce experience. Because the company has few competitors comparable in terms of its vertically-integrated business model, its peer group includes a mix of such types of companies.
The Compensation Committee worked with FW Cook to review and approve the current peer group of companies. FW Cook screened for potential peers:
a
in similar industries
ain similar geographies
awith a business focus on furniturea
with robust supply chain and manufacturing operations
awith recognizable brandsawith brick-and-mortar and online retail presence
aof similar size
The Compensation Committee evaluates each peer company annually to determine whether its inclusion remains appropriate. Based on its review and the advice of FW Cook, during FY 2021, the Compensation Committee removed two peer companies that filed for bankruptcy and replaced them with Helen of Troy Limited and iRobot Corporation. The Compensation Committee generally believes that peer group consistency from year to year maximizes year-over-year comparability. The peer group used to evaluate FY 2022 executive compensation decisions is composed of the following 16 publicly-traded companies:
Peer Group
Aaron’s, Inc.
Callaway Golf Company
Ethan Allen Interiors, Inc.
Haverty Furniture Companies, Inc.
Helen of Troy Limited
MillerKnoll (formerly Herman Miller, Inc.)
HNI Corporation
Interface, Inc.
iRobot Corporation
Knoll, Inc. (1)
Overstock.com, Inc.
RH
Sleep Number Corporation
Steelcase Inc.
Tempur Sealy International, Inc.
Wolverine Worldwide, Inc.
(1) This company has been removed from the peer group for FY 2023 given its acquisition by Herman Miller, Inc.
The following chart illustrates the company's percentile rank compared to the FY 2022 peer group with respect to revenue, operating income, market capitalization, total assets, and number of employees (calculated using data provided to the Compensation Committee by FW Cook in May 2021):
https://cdn.kscope.io/156510a38b7c62f00b6aedaa6ad14666-graph_companyrelativepeersa.jpg
36
La-Z-Boy Incorporated

Compensation Matters
To aid in its oversight of our executive compensation program, in December 2020, the Compensation Committee requested that FW Cook conduct a market competitive review of target pay opportunities, comprised of base salary, short-term incentives, and long-term incentives, for each of the NEO positions. The Compensation Committee reviewed compensation practices among the compensation peer group and the industry generally in order to consider a broader perspective on market practices. With the assistance of FW Cook, the Compensation Committee reviewed a blend of peer group and general industry data (representing comparably sized companies based on annual revenues) in establishing target compensation levels and pay mix and evaluating whether our compensation policies are in line with market data. The FY 2022 target TDC of our NEOs, on average, was aligned with the median TDC for corresponding executives among the comparison companies. In connection with succession planning for the CEO and CFO transitions for FY 2022, FW Cook had also previously provided similar market data to the Compensation Committee on TDC for the CEO and CFO roles.
In addition, the Compensation Committee annually reviews current and historical compensation for the NEOs, as well as estimated amounts to be paid to the NEOs under various employment termination situations, including severance and a change in control of the company. Periodically, we also review market practices for executive retirement benefits and deferred compensation plans.
Our process for setting compensation for our NEOs includes a formal, individual performance evaluation each year for each NEO. The independent members of our board of directors assess our CEO’s performance each year. This assessment includes an evaluation of critical areas, including strategic direction, leadership and values, effective business relationships, business results, and succession planning and management development. Every third year, the committee’s independent compensation consultant coordinates the committee’s evaluation of the CEO’s performance focusing on the same criteria. The consultant compiles the evaluations provided by each board member and prepares a summary report for the board. The CEO assesses the individual performance of the other NEOs each year based on their overall performance throughout the year, accomplishment of specific goals, and their future potential within the organization, which is used in determining their compensation.
CEO and Other NEO Compensation
Base Salaries
We set base salaries for our NEOs based on their scope of responsibility, skills, experience, leadership, and performance. We consider market competitiveness, specific job responsibilities, internal pay relationships, and total cost. Consistent with our practices for all management employees, NEOs are eligible for annual merit salary increases based on individual performance, comparison with market levels, and the total salary budget.
Salary Changes for FY 2022
In February 2021, the Compensation Committee approved the FY 2022 base salary increases for Ms. Whittington, Mr. Lucian, and Ms. Richmond, in connection with their promotions to their current roles effective April 25, 2021. In May 2021, the Compensation Committee reviewed the base salary levels for each of the NEOs. As part of the salary review process, the committee reviewed and considered the performance of each NEO, relevant market data, the comparison of compensation among various levels of management, and the company's overall performance. Based on such review, the base salaries of Mr. Edwards and Mr. Sawyer were increased, as shown below, reflective of their consistent and sustained delivery of business and financial results. In November 2021, the Compensation Committee reviewed relevant market data and the executive officer salaries and approved an additional increase to Ms. Richmond's base salary based on her position and strong performance to-date in her new role, effective December 1, 2021.
NEO
FY 2021
Salary
$(1)
FY 2022
Salary
$(1)

%
Change
Melinda D. Whittington (2)
557,000 900,000 62 %
Robert G. Lucian (3)
475,000 
Darrell D. Edwards534,000 550,000 %
Otis S. Sawyer461,000 475,000 %
Raphael Z. Richmond (3)
360,000 
(1)The salary increases for Mr. Edwards and Mr. Sawyer were effective July 1, 2021, as is typical for the company's annual salary increases. The effective dates of salary increases for the other NEOs vary as described above. As a result, the amounts shown here for FY 2022 may differ from those shown in the FY 2022 Summary Compensation Table on page 46, which reflects the base salaries earned and paid with respect to FY 2022.
(2)Ms. Whittington's FY 2021 salary reflects her prior role as Senior Vice President and Chief Financial Officer. As disclosed on Form 8-K, Ms. Whittington's base salary was adjusted to $900,000 upon her promotion to CEO, effective April 25, 2021, reflecting her increased level of responsibility and the relevant market data.
(3)Mr. Lucian and Ms. Richmond became executive officers of the company, effective April 25, 2021.
2022 Proxy Statement
37

Compensation Matters
Incentive Compensation
We award incentive compensation, including under the La-Z-Boy Incorporated 2017 Omnibus Incentive Plan, to reward participants for achievement of both short-term and long-term company performance goals and to enhance our ability to attract and retain employees. The Compensation Committee believes that designing the incentive compensation program with multiple objectives and performance periods promotes behavior that creates shareholder value while mitigating incentives to pursue risky or unsustainable results.
Short Term Incentive Awards (Management Incentive Program)
Our annual cash bonus program, which we refer to as the Management Incentive Program or MIP, is a short-term incentive award plan that we designed to motivate and reward NEOs for achieving annual performance goals.
Pay-for-Performance Linkage — FY 2022 MIP Payouts Were Above Target, Reflecting Our Strong Financial Performance
Our FY 2022 company financial performance results, on a consolidated basis, exceeded the maximum performance goal for sales, reflecting record delivered sales in the fiscal year due to higher capacity and pricing actions, and was slightly below the target performance goal for operating profit, reflecting higher raw material costs and plant inefficiencies related to increasing manufacturing capacity. In line with our compensation philosophy and commensurate with the achievement level of the pre-established performance goals, MIP payments to our NEOs for FY 2022 were above target.
FY 2022 MIP Performance Goals
FY 2022 financial performance metrics were:
https://cdn.kscope.io/156510a38b7c62f00b6aedaa6ad14666-chartmipmeasuresa.jpg
The Compensation Committee selected net sales and operating profit as the financial performance metrics to focus management on:
these major drivers of increased shareholder value in the company's long-term strategic plan, and
the appropriate balance between top-line growth and improved profitability.
To reflect the NEOs' ability to influence the overall company and to promote collaboration across the businesses, the NEOs' performance goals are based on the company’s consolidated financial performance.
In setting the performance goals shown below, the Compensation Committee considered prior-year results and forecasted financial results at the time. Given the uncertainty of the COVID-19 pandemic and economic demand at the beginning of FY 2022, the Compensation Committee widened the overall operating performance range from threshold to target. Achievement between the threshold, target, and maximum performance levels is calculated using straight-line interpolation between the relevant performance levels.
Performance LevelPayout Level
(% of Target)
Net Sales
(in Millions)
Operating
Profit
(in Millions)
Maximum200 %$2,150 $227.1 
Target100 %$2,050 $205.1 
Threshold50 %$1,950 $170.1 
Actual (as adjusted for compensation purposes)(1)
$2,357 $196.0 
Individual Metric Payout200 %87 %
Individual Metric Weight50 %50 %
Overall Payout (% of Target)144 %
(1)The Compensation Committee includes certain pre-established adjustments to the performance metrics to provide NEOs with an incentive to take actions that are deemed to be in the long-term interests of the business, but that might otherwise adversely affect payouts on the annual cash incentive awards. In calculating FY 2022 performance for operating profit, pursuant to the pre-established adjustments, purchase accounting charges related to acquisitions, the impact of our business realignment, gains from sale-leaseback transactions, and charges resulting from the implementation of Century Vision and certain manufacturing capacity initiatives were excluded.
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La-Z-Boy Incorporated

Compensation Matters
FY 2022 MIP Performance Results
Despite the continuing economic uncertainty and supply chain challenges as a result of the COVID-19 pandemic and other events in the external environment, the company had strong execution during FY 2022 against the net sales and operating profit performance goals.
FY 2022 NEO Target Awards and Payouts
For FY 2022, the Compensation Committee established target incentive awards, specified as a percentage of base salary earnings, for each NEO based on consideration of competitive market median data and the company’s historical compensation practices for employees in those salary grades. As disclosed on Form 8-K, Ms. Whittington's target incentive award was adjusted to 110% of base salary upon her promotion to CEO, effective April 25, 2021, given her increased level of responsibility. Target incentive awards were also established for Mr. Lucian and Ms. Richmond, who were promoted into their respective roles effective April 25, 2021, and reflected the company's historical compensation practices with respect to their positions. The company did not increase the target incentive awards for the remaining NEOs for FY 2022. The NEOs have the opportunity to earn awards between 50% of their target incentive award if we meet threshold performance goals to 200% of their target incentive awards if we meet maximum performance goals.
Our NEOs’ FY 2022 target awards, achieved performance levels, and actual MIP amount were as follows:
FY 2022
Target
Incentive
(% of base salary)
Achieved
Performance
Level
(% of target
performance)
Actual
FY 2022
Incentive
Payout
($)
Melinda D. Whittington110 %144 %$1,425,600 
Robert G. Lucian75 %144 %$513,000 
Darrell D. Edwards75 %144 %$590,879 
Otis S. Sawyer60 %144 %$408,306 
Raphael Z. Richmond50 %144 %$244,257 
Our MIP Payout History Demonstrates the Rigor of Our Performance Goals
The Compensation Committee seeks to set target performance goals that are challenging but reasonably achievable with strong management performance. Maximum performance goals have been designed to be difficult to achieve given historical financial performance and the company's forecasted financial results at the time the performance metrics were approved. Over the last five fiscal years, the actual performance results for the MIP have averaged approximately 114% of target and ranged from a low of 42% of target to a high of 157% of target as shown in the chart below:
FYMIP Payout (as % of target)
FY 2022144 %
FY 2021150 %
FY 202075 %
FY 2019157 %
FY 201842 %
Average Payout114 %
Long-Term Incentive Equity Awards
The long-term incentive award provisions of our 2017 Omnibus Incentive Plan provide for equity-based compensation (restricted shares, restricted stock units, stock options, or other forms of equity-based compensation) that we design to align NEO pay with long-term shareholder returns, motivate our NEOs to focus on long-term business objectives, and encourage long-term strategic thinking. The value our NEOs receive from these awards varies based on the company’s performance and the future price appreciation and TSR of our common stock.
FY 2022 Equity Grants
Each year, the Compensation Committee establishes long-term incentive award types, mix, and award levels for each eligible pay grade based on our objectives for the equity grants and after considering market median practices, total cost (including share usage, accounting, and tax impacts), and past practices. We review the accounting treatment of the relevant incentive award types, including stock options, performance-based share awards, and restricted share awards. The Compensation Committee approves annual equity-based awards that are generally granted in the first quarter of the fiscal year. As disclosed on Form 8-K, Ms. Whittington's target long-term incentive equity award value at the time of grant for FY 2022 was increased to $2,500,000 upon her promotion to CEO, effective April 25, 2021, given her increased level of responsibility.
2022 Proxy Statement
39

Compensation Matters
Early in FY 2022, pursuant to the 2017 Omnibus Incentive Plan, we granted stock options and performance-based shares to our NEOs.
Stock Options (50% of total FY 2022 long-term incentive opportunity)
Stock options entitle NEOs to purchase stock at an exercise price equal to the closing price on date of grant, subject to the vesting terms applicable to the award. Options expire at the end of ten years if they have not been exercised by that time. Stock options deliver value to NEOs if the company’s stock price increases, directly aligning executive compensation with the value created for shareholders as reflected in stock price appreciation from the date of grant. The stock options we granted in FY 2022 vest in equal installments over four years (25% per year), subject to the recipient's continued employment. This longer vesting schedule promotes employee retention.
Performance-Based Share Awards (50% of total FY 2022 long-term incentive opportunity)
Performance-based share awards provide our NEOs the opportunity to earn a defined number of shares of our common stock if we achieve pre-set performance goals and the NEO remains employed through the conclusion of the performance period. The value of any earned shares depends on La-Z-Boy’s future stock price. An NEO’s award opportunity ranges from 50% of the NEO’s target number of shares if we achieve threshold performance goals to a maximum of 200% of the target number of shares if we achieve maximum performance goals. If the performance goals are not achieved, the performance-based share awards associated with that performance metric will not vest. Following the conclusion of the three-year performance period, we pay out the shares that our NEOs earned.
The number of shares our NEOs receive, if any, will depend on how the company performs against pre-established sales growth and operating cash flow performance goals for each of FYs 2022, 2023, and 2024, and against rTSR goals over the three-year performance period. TSR is measured cumulatively over the entire three-year performance period relative to the TSR of the constituents of the S&P 600 Consumer Durables and Apparel sub-index. For the overall payout, the weightings of each of the performance goals and the annual periods in the three-year performance period are shown in the table below. For the performance-based share awards, the Compensation Committee seeks to set target performance goals that are challenging but reasonably achievable with strong management performance.
Metric (Total Weight)FY 2022
Weight
FY 2023
Weight
FY 2024
Weight
Sales Growth (25%)8.33 %8.33 %8.33 %
Operating Cash Flow (25%)8.33 %8.33 %8.33 %
Total Share Allocation by Year16.66 %16.66 %16.66 %
rTSR (50%)(1)
50%
(1)This 50% portion of the performance-based share awards is earned based on the company's rTSR performance, which is measured over the three-year cumulative performance period, FY 2022-FY 2024.
NEOs may earn shares based on each metric independent of our performance on the other metrics. Each factor includes a threshold performance level that must be achieved before any shares are earned based on that metric. No shares are earned if the company performs below the threshold performance level of all three factors. Payout for performance between threshold and target and between target and maximum is interpolated for performance between levels. The actual number of shares NEOs earn can be more or less than target level depending on the company’s performance against the pre-established performance goals.
The Compensation Committee utilized sales performance as an element in both the company’s FY 2022 MIP and FY 2022-2024 long-term equity incentive program in recognition that this measure is viewed as a core driver of the company’s performance and shareholder value creation and is a strategic priority in the company's Century Vision. In designing the company’s executive compensation program, the Compensation Committee supplemented this measure with additional performance measures in order to strike an appropriate balance with respect to incentivizing top-line growth, profitability, liquidity and shareholder returns over both the short-term and long-term horizons.
Prior LTIP Equity Grant Performance Achievement and Payouts
Each of our NEOs earned payouts on the performance-based share awards granted in FY 2020 for the three-year performance period that ended with our FY 2022 year end. The design and structure of these performance-based shares was similar to those subsequently granted in FY 2021 and FY 2022. The following table shows how the company performed against the sales and operating cash flow goals for each of the three fiscal years, and the company’s rTSR versus the S&P 600 Consumer Durables and Apparel sub-index for the three-year performance period. Following the end of the three-year performance period, we paid out earned shares, the number and value of which are shown in the FY 2022 Option Exercises and Stock Vested table on page 51.
40
La-Z-Boy Incorporated

Compensation Matters
Performance Period FY 2020-2022 – Overall payout of 89% of target
Threshold, Target and Maximum GoalsResultsPayout as % of Target
Sales
(in Millions)
Operating Cash Flow (in Millions)Relative
TSR Over
3 Years
Sales
(in Millions)
Operating Cash Flow (in Millions)Relative
TSR Over
3 Years
SalesOperating Cash FlowRelative
TSR Over
3 Years
FY
2020
Maximum$1,918 $181.5 
Maximum
75th percentile

Target
50th
percentile

Threshold 25th percentile
$1,704 $175.7 30th
Percentile
%185 %60%
Target$1,845 $146.5 
Threshold$1,745 $96.5 
FY
2021
Maximum$1,936 $186.1 $1,734 $309.9 %200 %
Target$1,863 $151.1 
Threshold$1,763 $101.1 
FY
2022
Maximum$1,955 $190.8 $2,357 $79.3 200 %%
Target$1,882 $155.8 
Threshold$1,782 $105.8 
The Compensation Committee includes certain pre-established adjustments to the performance metrics to provide NEOs with an incentive to take actions that are considered to be in the long-term interests of the business, but that might otherwise adversely affect payouts on the awards. In calculating FY 2022 performance for operating cash flow, pursuant to the pre-established adjustments, purchase accounting charges related to acquisitions were excluded.
The performance-based share awards granted in FY 2021 and FY 2022 provide NEOs with the opportunity to earn a portion of the awards based on sales and operating cash flow targets established for each of the three years covered by the grant and based on the company's rTSR versus the constituents of the S&P 600 Consumer Durables and Apparel sub-index over the three-year performance period. Performance goals and results for performance through the end of FY 2022 are shown in the following tables. For the rTSR component, threshold, target, and maximum performance levels are the 25th, 50th, and 75th percentiles, respectively. While we set the net sales and operating cash flow goals for each of the three years at the start of the performance period, we do not disclose the net sales and operating cash flow goals for uncompleted years, because we believe doing so would cause competitive harm.
Performance Period FY 2021-2023
Target Goals
Results
Payout as % of Target
Sales
(in Millions)
Operating Cash Flow (in Millions)Relative
TSR Over
3 Years*
Sales
(in Millions)
Operating
Cash Flow
(in Millions)

Sales

Operating Cash Flow
FY 2021$1,577 $152.5 
Target
50th
percentile
$1,734 $308.5 200 %200 %
FY 2022$1,677 $169.0 $2,357 $79.3 200 %%
FY 2023 (in process)
*For rTSR performance over the 3-year performance period, the threshold goal is the 25th percentile and the maximum goal is the 75th percentile of the constituents of the S&P 600 Consumer Durables and Apparel sub-index.
The Compensation Committee includes certain pre-established adjustments to the performance metrics to provide NEOs with an incentive to take actions that are considered to be in the long-term interests of the business, but that might otherwise adversely affect payouts on the awards. In calculating FY 2021 performance for operating cash flow, pursuant to the pre-established adjustments, gains resulting from the CARES Act and the impact of our business realignment plan and supply chain optimization initiative were excluded. Additionally, in calculating FY 2022 performance for operating cash flow, pursuant to the pre-established adjustments, purchase accounting charges related to acquisitions were excluded.

2022 Proxy Statement
41

Compensation Matters
Performance Period FY 2022-2024
Target Goals
Results
Payout as % of Target
Sales
(in Millions)
Operating Cash Flow (in Millions)Relative
TSR Over
3 Years*
Sales
(in Millions)
Operating
Cash Flow
(in Millions)


Sales

Operating Cash Flow
FY 2022$2,050 $195.7 
Target
50th
percentile
$2,357 $84.6 200 %%
FY 2023 (in process)
FY 2024
*For relative TSR performance over the 3-year performance period, the threshold goal is the 25th percentile and the maximum goal is the 75th percentile of the constituents of the S&P 600 Consumer Durables and Apparel sub-index.
In calculating FY 2022 performance for operating cash flow, pursuant to the pre-established adjustments, purchase accounting charges related to acquisitions, charges resulting from the implementation of Century Vision, and certain manufacturing capacity initiatives were excluded.
These awards for the grants made in FY 2021 and FY 2022 have been earned contingent on the NEO remaining with the company through the end of the respective three-year performance period, after which they will be paid. For information on the treatment of these awards at retirement, see Payments Made Upon Disability or Retirement on page 53.
Our LTI Payout History Demonstrates the Rigor of Our Performance Goals
The Compensation Committee seeks to set target performance goals that are challenging but reasonably achievable with strong management performance. Maximum performance levels have been designed to be difficult to achieve given historical financial performance and the company's forecasted financial results at the time the performance metrics were approved. Over the last five fiscal years, the actual performance results for the performance-based share awards have averaged approximately 86% of target and ranged from a low of 61% of target to a high of 111% of target as shown in the chart below:
FY AwardPerformance CyclePayout Achievement
FY 2020FY20-21-2289 %
FY 2019FY19-20-21111 %
FY 2018FY18-19-2076 %
FY 2017FY17-18-1961 %
FY 2016FY16-17-1892 %
Average Payout86 %
Retirement Benefits
We provide retirement benefit plans as an incentive for employees to remain with the company long-term and to assist with retirement planning. Our NEOs are eligible to participate in the same retirement benefit programs that we offer to salaried employees at the corporate level.
Our NEOs are eligible to participate in our 401(k) plan to which the company may make matching contributions. For FY 2022, the match varied by operating unit and ranged from 0% to a maximum of 4% if the employee contributed at least 6% of their eligible compensation.
Performance Compensation Retirement Plan
Our pay-for-performance compensation philosophy extends to our Performance Compensation Retirement Plan, in which our NEOs, executive management employees, and certain other key management employees designated by the Compensation Committee participate. This plan was designed so that contributions are only made to the plan to the extent the company achieves pre-established performance goals and, accordingly, contributions will fluctuate year to year based on company performance, thus creating another pay-for-performance element in the company's compensation program. Key features of the plan are:
Performance criteria. The Compensation Committee establishes company performance criteria and minimum threshold performance levels to determine contributions to the plan. If the company performs at or above the threshold level for the year, we issue credits to each plan participant’s account, and those credits later convert to cash when a vested participant receives a distribution following separation from service. The credits represent a percentage of the base salary and bonus a participant earned during the fiscal year, and the percentages come from a sliding scale that produces a larger contribution for better performance.
Governance. We will rescind any contribution credits if we later determine that it resulted from financial errors or omissions.
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Compensation Matters
Promotion of Employee Retention - Vesting. The plan's vesting provisions are designed to promote employee retention. Participants are only entitled to distributions from their accounts when their employment by the company ends (except where applicable law requires a delay or a participant elects to delay distribution) as long as the participant is vested at that time. To be vested, a participant must be at least age 55 and the sum of the participant's age and credited years of vesting service must equal or exceed 65. If a participant is not vested when the participant separates from service, the participant forfeits all contribution credits in the participant's account. Contribution credits created in prior years increase each year based on an interest rate that corresponds to yields on 20-year AA corporate bonds.
Payment Cap. A payment cap that applies to distributions if made over a 20-year period is also designed to promote employee retention. Accounts are generally distributed on a monthly basis over a period of 5, 10, or 20 years, as the participant elects or, if the participant does not make a valid election, over a 20-year period. Account balances are reduced to ensure that monthly payments for a 20-year payout period do not exceed 65% of the monthly average of the employee's total cash compensation in the final three complete fiscal years of service as an employee of the company.
For FY 2022, the Compensation Committee set total operating income as the performance criterion. NEOs received contribution credits based on operating income performance relative to threshold and target performance levels and individual percentage factors as follows:
Performance Level
Contribution Percentage Factor*
Target and AboveCEO: 35%
Other NEOs: 25%
ThresholdCEO: 17.5%
Other NEOs: 12.5%
Below Threshold
All NEOs: 0%
*The contribution percentage increases proportionately for performance between threshold and target levels.
Actual FY 2022 operating income performance exceeded the threshold performance level, but was below the target performance level. As a result, Ms. Whittington and each of the other NEOs received contributions of 30% and 22%, respectively, of the sum of their base salary and bonus earned for FY 2022.
FY 2022 Performance Compensation Retirement Plan Goals, Results, and Contribution Percentage

Performance Level
Operating Profit
(in Millions)
Target$205.1
Threshold$170.1
Actual(1)
$196.0
CEO Contribution Percentage30 %
Other NEOs Contribution Percentage22 %
(1)The Compensation Committee includes certain pre-established adjustments to the performance metric to provide NEOs with an incentive to take actions that are deemed to be in the long-term interests of the business, but that might otherwise adversely affect contributions to the plan. In calculating FY 2022 performance for operating profit, pursuant to the pre-established adjustments, purchase accounting related to acquisitions, gains from sale-leaseback transactions, charges resulting from the implementation of Century Vision, and certain manufacturing capacity initiatives were excluded.
Executive Deferred Compensation Plan
Our 2005 Executive Deferred Compensation Plan allows executives to defer pay that they have earned. Participants may elect to defer up to 100% of their salaries and annual cash incentive awards made under the MIP (excluding any amounts attributable to the exercise of positive discretion by the Compensation Committee). In addition, the company may contribute to this plan any company 401(k) match that cannot be credited to executives’ accounts under the 401(k) plan due to the Internal Revenue Code compensation limitations that apply to the tax-qualified retirement plans. Such limits may apply because the executive’s contributions and the company’s matching contributions were limited by either the annual contribution limit — $20,500 for 2022 — or the annual compensation limit — $305,000 for 2022. NEOs salary and bonus deferrals are detailed in the FY 2022 Non-Qualified Deferred Compensation table on page 52.
2022 Proxy Statement
43

Compensation Matters
Governance Features and Other Benefits
Executive Management Stock Ownership Guidelines
The Compensation Committee annually monitors compliance by our executive management with stock ownership guidelines. We establish a minimum fixed number of shares of company stock that we expect each executive to own based on a multiple of the executive’s annual base salary at the time we set the guideline. Executives are expected to achieve compliance with the initial guideline within five years. We reset the stock ownership requirement every three years and did so in June 2022 based on each executive’s salary and a representative share price at the end of FY 2022. The committee will reassess the share requirement again in 2025, and, subject to variation in our stock price, executives can expect their requirements to increase as their compensation increases. Current stock ownership guideline values and approximate share requirements for the NEOs are as follows:
Guideline Value
(Multiple of Salary)
Share Requirement
CEO
5x
167,000 
Other NEOs
3x
40,000 – 62,000
In determining compliance with the guidelines, we include shares owned directly, shares held in a family trust or qualified retirement program, performance-based shares contingently earned for completed performance periods but not yet paid out, and restricted share awards. However, unexercised stock options, whether unvested or vested, do not count towards compliance with the guideline. As of April 30, 2022, each of the NEOs was in compliance with the stock ownership guidelines or within the five-year transition period.
Severance Benefits
Named Executive Officer Change-in-Control Agreements
We have change-in-control agreements with our NEOs to support continuity of our leadership in the event the company’s ownership changes. Under the agreements, a change in control generally occurs when a person, entity or group acquires ownership of 30% of a company’s stock, increases its holding to more than 50% of the value or voting power of a company’s stock, or acquires 40% or more of a company’s assets, or if a majority of a company’s board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the directors who were serving before the date of the appointment or election.
Our agreements provide that an NEO will receive cash severance if we have a change in control and in the succeeding two years (or three years for our CEO), the NEO’s employment terminates under certain conditions. In that event, we would pay an NEO two times (or three times for our CEO) the sum of the executive’s base salary at the time of termination plus the average of the annual bonuses the executive received over the previous three years. The NEO is responsible for any excise tax, and the company does not pay any excise tax gross-ups. We utilize a “best-net” approach where we reduce payments to the safe harbor limit to avoid excise tax only if doing so results in a greater after-tax benefit to the NEO. During the period that we pay severance, we also continue to provide medical, dental, and life insurance benefits. Similar to this severance arrangement, our executives may receive accelerated vesting in outstanding equity awards issued under our 2017 Omnibus Incentive Plan following a change in control if their employment is terminated. Additional information regarding the change-in-control severance agreements and estimated termination payments to NEOs is presented on pages 52-56.
Named Executive Officer Severance Plan
The severance plan for the NEOs is designed to assist the company in attracting and retaining quality executive talent while providing the company some protection against competition and solicitation by former executives.
The severance plan requires the company to pay an NEO severance if the company discharges the executive other than “for cause” or if the NEO leaves the company with “good reason.” Following a qualifying termination of employment, the company would pay the CEO severance for 24 months and pay the other NEOs severance for 12 months at the level of their base salary when their employment ended. Discharge “for cause” includes employee acts of fraud, reckless misconduct, substandard performance that is not corrected, and similar acts or failures to act. Resignation for “good reason” includes a resignation triggered by a reduction in the executive’s pay unless similarly situated employees are similarly affected or a requirement that the executive relocate. NEOs will receive medical and dental benefits during the time they receive severance. If an NEO’s employment terminates following a change in control of the company, the NEO receives benefits under the severance plan only to the extent they exceed benefits the NEO receives pursuant to the NEO’s change-in-control agreement with the company. Information regarding the benefits payable under the severance plan and estimated termination payments to NEOs is presented on pages 52-56.
44
La-Z-Boy Incorporated

Compensation Matters
We established the severance periods of 24 and 12 months based on the market and peer company analysis at the time. To receive severance, NEOs must execute a release of claims and comply with non-competition and non-solicitation covenants for the duration of the severance term. NEOs are entitled to receive and retain only that portion of the severance pay that is in excess of compensation they receive from other employment during the severance period.
Recoupment of Incentive Payments
In accordance with our policy, we will require a management employee to reimburse us for annual or long-term incentive payments we made to the employee, and we will rescind any contribution credits we made for the employee under the Performance Compensation Retirement Plan, to the extent our Board determines that the employee engaged in misconduct that resulted in a material inaccuracy in our financial statements or the performance metrics we used to make incentive payments or awards, and the employee received a higher payment as a result of the inaccuracies. If we determine that any contribution credits we made to the Performance Compensation Retirement Plan were based on erroneous financial statements or other financial errors or misstatements, we will adjust all participants’ accounts to reflect contribution credits calculated based on complete and accurate financial information.
2022 Proxy Statement
45

Compensation Matters
Executive Compensation Tables
FY 2022 Summary Compensation Table
The FY 2022 Summary Compensation Table presents FY 2020, 2021, and 2022 “total compensation” (see footnotes for the included pay elements) for the NEOs. Mr. Lucian and Ms. Richmond were not NEOs prior to FY 2022.
Actual value realized in FY 2022 for previously granted long-term incentives is presented in the FY 2022 Option Exercises and Stock Vested table on page 51.
Target annual and long-term incentive opportunities for FY 2022 are presented in the FY 2022 Grants of Plan-Based Awards table on page 48.
Name and Principal
Position
Fiscal
Year
Salary
($)(1)
Stock Awards
($)(2)
Option Awards
($)(3)
Non-Equity Incentive Plan
Compensation
($)(4)
All Other Compensation
($)(5)
Total
($)
Melinda D. Whittington2022913,037 1,449,683 1,250,004 1,425,600 760,470 5,798,794 
President and2021487,366 404,948 348,126 626,614 319,321 2,186,375 
Chief Executive Officer2020528,448 527,407 174,037 297,252 225,207 1,752,351 
Robert G. Lucian2022478,403 344,302 296,877 513,000 242,978 1,875,560 
Senior Vice President and
Chief Financial Officer
Darrell D. Edwards2022547,329 387,060 333,747 590,879 296,999 2,156,014 
Senior Vice President and2021467,241 388,226 333,751 600,740 307,328 2,097,286 
Chief Operating Officer2020505,074 505,630 166,851 284,104 219,209 1,680,868 
Otis S. Sawyer2022472,577 267,319 230,499 408,306 229,310 1,608,011 
Senior Vice President and2021398,942 268,133 230,505 414,900 235,581 1,548,061 
President of La-Z-Boy
Portfolio Brands
2020441,019 349,191 115,233 198,459 179,282 1,283,184 
Raphael Z. Richmond2022341,908 150,746 130,004 244,257 144,746 1,011,661 
Vice President, General Counsel and Chief Compliance Officer

46
La-Z-Boy Incorporated

Compensation Matters
(1)Amounts shown for FY 2020 and FY 2021 reflect the temporary base salary reductions of 50% for NEOs, which were effective March 29, 2020 through August 1,2020.
(2)Reflects the total grant date fair value of the performance-based share awards granted during the fiscal year, with the performance-based share awards calculated based on the probable level of achievement at the time of grant. In valuing the FY 2022 performance-based share awards, the fair value of each share was $36.13, the market value of our common shares on the date we granted the awards (the service inception date) less the dividends we expect to pay before the shares vest. The grant date fair value, assuming maximum achievement of the performance goals, of performance-based shares is shown as follows:
NameFY 2022
Melinda D. Whittington$2,899,366
Robert G. Lucian$688,604
Darrell D. Edwards$774,120
Otis S. Sawyer$534,638
Raphael Z. Richmond$301,492
(3)Reflects the total grant date fair value of the stock option awards granted during the fiscal year. For additional information regarding the assumptions we used in valuing the FY 2022 awards, refer to Note 14, “Stock-Based Compensation” of Item 8, “Financial Statements and Supplementary Data” of our Form 10-K for the fiscal year ended April 30, 2022, as filed with the SEC.
(4)Consists of cash awards for the achievement of performance goals for the respective year made under our MIP. Payments are generally made in the first quarter following completion of the fiscal year.
(5)All Other Compensation for FY 2022 consists of the following:
Company contributions to the 401(k) Plan and contributions or credits to the Executive Deferred Compensation and Performance Compensation Retirement Plans of the following amounts: Ms. Whittington – $759,267, Mr. Lucian – $242,455, Mr. Edwards – $296,280, Mr. Sawyer – $228,934, and Ms. Richmond – $144,501.
Company-paid life insurance premiums and tax reimbursements related to company contributions to the deferred compensation plans (made in the prior year), which tax reimbursements were of the following amounts: Ms. Whittington $555, Mr. Lucian $182, and Mr. Edwards $359.

2022 Proxy Statement
47

Compensation Matters
FY 2022 Grants of Plan-Based Awards
The following table provides details of all incentive plan-based awards granted to the NEOs during FY 2022, all of which were granted under the 2017 Omnibus Incentive Plan. Specifically, the table presents the following FY 2022 incentive awards:
Annual management incentive award (MIP) potential award range (see “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” columns). The actual awards are shown in the FY 2022 Summary Compensation Table (see page 46).
Performance-based shares
Stock options
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(1)
Estimated Future Payout
Under Equity Incentive
Plan Awards(2)
All Other
Stock
Awards:
Number
of Shares
or Units (3)
(#)
All Other
Option
Awards:
Number of
Securities
Underlying
Options(3)
(#)
Exercise
or Base
Price of
Option
Awards
($/Share)
Grant Date
Fair Value
of Stock
& Option
Awards(4)
($)

Name
Grant
Date
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
Melinda D. Whittington
2022 Annual Incentive (MIP)247,500 990,000 1,980,000 
Performance-Based Shares6/21/20212,746 32,955 65,910 1,449,683 
Non-Qualified Stock Options6/21/2021101,709 37.93 1,250,004 
Robert G. Lucian
2022 Annual Incentive (MIP)89,063 356,250 712,500 
Performance-Based Shares6/21/2021652 7,827 15,654 344,302 
Non-Qualified Stock Options6/21/202124,156 37.93 296,877 
Darrell D. Edwards
2022 Annual Incentive (MIP)102,583 410,333 820,666 
Performance-Based Shares6/21/2021733 8,799 17,598 387,060 
Non-Qualified Stock Options6/21/202127,156 37.93 333,747 
Otis S. Sawyer
2022 Annual Incentive (MIP)70,887 283,546 567,092 
Performance-Based Shares6/21/2021506 6,077 12,154 267,319 
Non-Qualified Stock Options6/21/202118,755 37.93 230,499 
Raphael Z. Richmond
2022 Annual Incentive (MIP)42,406 169,623 339,246 
Performance-Based Shares6/21/2021286 3,427 6,854 150,746 
Non-Qualified Stock Options6/21/202110,578 37.93 130,004 

(1)The amounts consist of the threshold, target and maximum payout opportunities under the MIP, with payout based on net sales and operating profit performance results.
(2)The amounts consist of the threshold, target and maximum performance-based shares that could vest based on performance with respect to sales growth, operating cash flow and relative TSR over the FY 2022–FY 2024 performance period and the NEO's continued employment through the end of the performance period. The “Threshold” estimated future payout shown reflects meeting the threshold for just the sales growth or operating cash flow goal in any one of the three performance cycles.
(3)The amounts reported in this column represent stock options granted to each NEO in FY 2022. These stock options vest 1/4 per year on the anniversary of the grant date, subject to the NEO's continued employment through the applicable vesting date, and have a ten-year term from the grant date.
(4)Reflects the total grant date fair value of the equity awards granted during the fiscal year, with the performance-based shares based on the probable level of achievement. For additional information regarding the assumptions we used in valuing the awards, refer to Note 14, “Stock-Based Compensation” of Item 8, “Financial Statements and Supplementary Data” of our Form 10-K for the fiscal year ended April 30, 2022, as filed with the SEC. In valuing the FY 2022 performance-based share awards, the fair value of each share was $36.13, the market value of our common shares on the date we granted the awards (the service inception date) less the dividends we expect to pay before the shares vest.
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Compensation Matters
Outstanding Equity Awards at 2022 Fiscal Year-End
The following table presents all outstanding stock options and unvested stock awards (performance-based shares and restricted shares) held by the NEOs at the end of the fiscal year. Market values for the unvested stock awards are presented based on the closing price of the company’s stock on April 29, 2022 (the last trading day of FY 2022), of $26.28.
Option AwardsStock Awards
NameGrant
FY
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)(1)
Option
Exercise
Price
($)
Option
Expiration
Date
Number of
Shares or
Units of
Stock that
Have Not
Vested
(#)(2)
Market Value
of Shares
or Units
of Stock
That Have
Not Vested
($)
Equity
Incentive
Plan Awards:
Number of
Unearned of
Shares ,
or Units or
other Rights
That Have
Not Vested
(#)(3)
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($)(3)
Melinda D. Whittington
Performance-Based Shares11,805 310,235 44,327 1,164,914 
Stock Options2022— 101,709 37.93 6/21/2031
20218,651 25,954 27.54 6/22/2030
202010,958 10,961 30.24 6/17/2029
201925,500 8,503 33.15 6/18/2028
Restricted Shares7,878 207,034 
Robert G. Lucian
Performance-Based Shares2,890 75,949 10,770 283,036 
Stock Options2022— 24,156 37.93 6/21/2031
20211,088 3,266 27.54 6/22/2030
20202,758 2,758 30.24 6/17/2029
Restricted Shares2,667 70,089 
Darrell D. Edwards
Performance-Based Shares7,522 197,678 23,496 617,475 
Stock Options2022— 27,156 37.93 6/21/2031
20218,294 24,882 27.54 6/22/2030
20205,253 10,508 30.24 6/17/2029
20197,998 8,001 33.15 6/18/2028
201810,368 — 27.25 6/19/2027
Restricted Shares2,760 72,533 
Otis S. Sawyer
Performance-Based Shares5,194 136,498 16,229 426,498 
Stock Options2022— 18,755 37.93 6/21/2031
20215,728 17,185 27.54 6/22/2030
20207,256 7,257 30.24 6/17/2029
201917,409 5,803 33.15 6/18/2028
201830,377 — 27.25 6/19/2027
Restricted Shares1,907 50,116 
Raphael Z. Richmond
Performance-Based Shares786 20,656 3,441 90,429 
Stock Options2022— 10,578 37.93 6/21/2031
Restricted Shares1,532 40,261 
2022 Proxy Statement
49

Compensation Matters
(1)Unvested stock options will vest as follows:
Grant FYOptions Vesting Schedule
2022Unvested options vested or will vest 1/4 on June 21, 2022, 1/4 on June 21, 2023, 1/4 on June 21, 2024, and 1/4 on June 21, 2025.
20211/3 of the unvested options vested or will vest on June 22, 2022, 1/3 on June 22, 2023, and 1/3 on June 22, 2024.
20201/2 of the unvested options vested or will vest on June 17, 2022 and 1/2 on June 17, 2023.
2019Unvested options vested on June 18, 2022.
(2)The earned but unvested performance-based shares will vest as follows:
FY 2022
Grant(a)
FY 2021
Grant(b)
Total
Melinda D. Whittington5,490 6,315 11,805 
Robert G. Lucian1,303 1,587 2,890 
Darrell D. Edwards1,465 6,057 7,522 
Otis S. Sawyer1,012 4,182 5,194 
Raphael Z. Richmond570 216 786 
(a)Earned and unvested shares are shown and will vest on April 27, 2024.
(b)Earned and unvested shares are shown and will vest on April 29, 2023.
Unvested restricted shares will vest as follows:
FY 2021
Grant(a)
FY 2020
Grant(b)
FY 2019
Grant(c)
Total
Melinda D. Whittington— 2,878 5,000 7,878 
Robert G. Lucian1,193 724 750 2,667 
Darrell D. Edwards— 2,760 — 2,760 
Otis S. Sawyer— 1,907 — 1,907 
Raphael Z. Richmond981 551 — 1,532 
(a)1/3 of unvested restricted shares vested or will vest on June 22, 2022, 1/3 on June 22, 2023, and 1/3 on June 22, 2024.
(b)1/2 of the unvested restricted shares vested or will vest on June 17, 2022 and 1/2 on June 17, 2023.
(c)For Ms. Whittington's award, unvested restricted shares vested on June 18, 2022. For Mr. Lucian's award, unvested restricted shares will vest on January 7, 2023.
(3)Unearned performance-based shares are shown assuming target performance for FY 2022 and maximum performance for FY 2021.
NamePerformance-Based SharesTotal
FY 2022
Grant at Target
(a)
FY 2021
Grant at Maximum
(b)
Melinda D. Whittington27,465 16,862 44,327 
Robert G. Lucian6,524 4,246 10,770 
Darrell D. Edwards7,334 16,162 23,496 
Otis S. Sawyer5,065 11,164 16,229 
Raphael Z. Richmond2,857 584 3,441 
(a)Three-year performance period ends FY 2024 (April 2024).
(b)Three-year performance period ends FY 2023 (April 2023).
50
La-Z-Boy Incorporated

Compensation Matters
FY 2022 Option Exercises and Stock Vested
The following table provides details for each of the NEOs regarding stock options exercised and stock awards vested during FY 2022.
NameOption AwardsStock Awards
Number of
Shares Acquired
on Exercise (#)
Value Realized on
Exercise ($)(1)
Number of
Shares Acquired
on Vesting (#)
Value Realized on
Vesting ($)(2)
Melinda D. Whittington— — 16,708 492,517 
Robert G. Lucian— — 4,093 119,628 
Darrell D. Edwards— — 11,224 295,805 
Otis S. Sawyer— — 9,126 254,858 
Raphael Z. Richmond— — 929 30,515 
(1)Amounts reflect the difference between the exercise price of the stock option and the market price of La-Z-Boy’s common stock at the time of exercise.
(2)The dollar value of the vested performance-based shares is based on the closing price of the company’s common stock on the date that the Compensation Committee certified the payout, June 27, 2022. The dollar value of the vested restricted shares reflects the total pre-tax value realized (based on the closing price of the company's common stock on the vesting date).
FY 2022 Non-Qualified Deferred Compensation Plans
As described in the Compensation Discussion and Analysis above, during FY 2022, our NEOs were eligible to receive contribution credits under our Performance Compensation Retirement Plan, and eligible to participate in our Executive Deferred Compensation Plan. The following table provides details for the NEOs regarding the Performance Compensation Retirement Plan. Contributions were made in the first quarter of FY 2023.
FY 2022 - Non-Qualified Deferred Compensation
Pursuant to Performance Compensation Retirement Plan
Name
Executive
Contribution
in FY 2022
($)(1)
Registrant
Contributions
in FY 2022
($)(2)
Aggregate
Earnings
in FY 2022
($)(3)
Aggregate
Withdrawals/
Distributions
($)
Aggregate
Balance
at FYE 2022
($)(4)
Melinda D. Whittington— 697,680 13,336 — 1,193,847 
Robert G. Lucian— 217,360 5,658 — 426,735 
Darrell D. Edwards— 250,358 43,507 — 1,770,666 
Otis S. Sawyer— 193,794 38,833 — 1,545,843 
Raphael Z. Richmond— 128,370 — — 128,370 
(1)No executive contributions are permitted under the plan.
(2)Ms. Whittington and the other NEOs received company contributions equal to 30% and 22%, respectively, of the sum of their base salary and bonus earned for FY 2022. Contributions were made in the first quarter of FY 2023. These contributions are included in the FY 2022 Summary Compensation Table as part of All Other Compensation.
(3)Earnings were not reported in the FY 2022 Summary Compensation Table because they were not above-market or preferential. Aggregate earnings are based on an interest rate that corresponds to yields on 20-year AA corporate bonds.
(4)Aggregate balances include the FY 2022 company contributions and accumulated balances from prior years, which include company contributions and earnings credits. Please refer to pages 42-43 for a discussion of vesting and distribution criteria. Amounts in this column include the following amounts that were previously reported in the FY 2022 Summary Compensation Table as compensation for FY 2021 and FY 2020: Ms. Whittington – $478,546, Mr. Edwards – $458,249, and Mr. Sawyer – $362,968.

2022 Proxy Statement
51

Compensation Matters
The following table provides details of the NEOs accounts under the Executive Deferred Compensation Plan as of April 30, 2022. Company contribution amounts reflect contributions that could not be made under the 401(k) plan due to IRS rules. Aggregate balances include deferred salary and MIP awards earned in prior years but voluntarily deferred by the officers. Additional discussion of the Executive Deferred Compensation Plan is presented below the table.
FY 2022 Non-Qualified Deferred Compensation
Pursuant to Executive Deferred Compensation Plan
Name
Executive
Contribution
in FY 2022
($)(1)
Registrant
Contributions
in FY 2022
($)(2)
Aggregate
Earnings
in FY 2022
($)(3)
Aggregate
Withdrawals/
Distributions
($)
Aggregate
Balance
at FYE 2022
($)(4)
Melinda D. Whittington— 45,413 (5,398)— 98,052 
Robert G. Lucian303,347 15,473 (81,916)— 955,922 
Darrell D. Edwards— 34,109 (235,725)— 2,611,414 
Otis S. Sawyer— 23,761 (31,323)— 421,727 
Raphael Z. Richmond— — — — — 
(1)Elective deferrals of base salary and/or FY 2021 MIP awards paid in FY 2022.
(2)Company contributions to the Executive Deferred Compensation Plan relating to 401(k) contributions that could not be made under the qualified plans. Executive must elect to make sufficient 401(k) deferrals to be entitled to the maximum employer matching contribution under the 401(k) plan for the plan year. Amounts are included in All Other Compensation in the FY 2022 Summary Compensation Table.
(3)Earnings were not reported in the FY 2022 Summary Compensation Table because they were not above-market or preferential.
(4)Amounts shown are fully vested except with respect to company contributions for Ms. Whittington, whose vested balance is $73,540 and Mr. Lucian, whose vested balance is $26,695. Amounts in this column include the following amounts that were previously reported in the FY 2022 Summary Compensation Table as compensation for FY 2021 and FY 2020: Ms. Whittington – $47,225, Mr. Edwards – $162,187, and Mr. Sawyer – $30,433.
All of the executives’ deferrals and any company match amounts are added to a recordkeeping account. The account is credited with earnings or losses, depending upon actual performance of the investment options (mutual funds and similar vehicles) the participant has chosen. These are the same investment options available to all other plan participants.
Payment of a participant’s account balance is deferred until the date the participant designated when making the deferral election. Permissible distribution election changes require that the distribution be deferred at least five years beyond the previously-scheduled payment commencement date and to be effective, changes must be made at least one year before the termination of employment. The deferral amounts are paid either in one lump sum or in annual installments for up to 15 years. Upon a participant’s death, any remaining balance in the participant’s account is paid to the participant’s designated beneficiary.
FY 2022 Estimated Payments Upon Termination or Change in Control
This section presents the estimated incremental payments that would be made to the NEOs upon termination of their employment. Estimated payouts are provided for the following termination events:
Amounts payable upon termination, regardless of manner.
Amounts potentially payable upon disability, retirement or death.
Amounts potentially payable upon a change in control and a subsequent termination of employment.
Amounts potentially payable upon involuntary termination without cause or termination by the NEO with “good reason” under the terms of the severance plan.
Payments Made Upon Termination
When an NEO’s employment terminates, the NEO is entitled to receive amounts the NEO earned while employed. These amounts, which are not included in the table below, consist of:
Accrued salary and any earned, but unused vacation time.
Amounts vested under retirement and non-qualified deferred compensation plans.
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Compensation Matters
An NEO receives no other payments except when the termination is due to the NEO’s disability, retirement, or death, change in control of the company, or involuntary termination without cause or termination by the NEO with “good reason.” Payments upon disability, retirement, or death are based on plan provisions that apply to all participants in the pertinent plans. Payments made to NEOs upon a termination of employment due to the executive’s disability, retirement, or death, or change in control of the company are described below. Payments made upon involuntary termination without cause or termination by the NEO with “good reason” are described in Named Executive Officer Severance Plan on page 44. We have change-in-control severance agreements with NEOs. The Table of Estimated Payments Upon Termination or Change in Control on pages 54-56 details each type of payment.
Payments Made Upon Disability or Retirement
In the event of disability or retirement the NEO will receive the following incremental benefits:
Stock options: Accelerated vesting of unvested options if an NEO becomes disabled. Unvested options granted at least ten months prior to the retirement date will fully vest upon retirement.
Performance-based shares: The NEO is eligible to receive a partial payout following the end of the three-year performance period based on the company’s performance in any fiscal years that have been completed at the time the NEO retires or becomes disabled.
Restricted Shares: If an NEO becomes disabled, all restrictions lapse and shares will fully vest. If an NEO retires, any shares that are still restricted will be forfeited.
MIP awards: Payment of a MIP award following conclusion of the fiscal year, determined by applying the bonus percentage the NEO would have been entitled to based on the company’s performance to the NEO’s eligible earnings during the fiscal year. The MIP awards earned and paid for FY 2022 performance, which are reported in the FY 2022 Summary Compensation Table on page 46, are not included in the table below.
Additionally, the NEO or his or her beneficiary will receive benefits under disability plans available generally to all salaried employees. These potential payments are not reflected in the table.
Payments Made Upon Death
In the event of death, the NEO’s beneficiary will receive the following incremental benefits:
Stock options: Accelerated vesting of unvested options.
Performance-based shares: Unless the Compensation Committee in its discretion determines otherwise, we will make a partial payout at the end of the performance period based on the company’s performance in any fiscal years that had been completed at the time of the NEO’s death.
Restricted Shares: All restrictions lapse and shares will fully vest.
MIP awards: Payment of a MIP award following conclusion of the fiscal year, determined by applying the bonus percentage the NEO would have been entitled to based on the company’s performance to the executive’s eligible earnings during the fiscal year. The MIP awards earned and paid for FY 2022 performance, which are reported in the FY 2022 Summary Compensation Table on page 46, are not included in the following table.
Additionally, the NEO or his or her beneficiary will receive benefits under life insurance plans available generally to all salaried employees. These potential payments are not reflected in the table.
Change in Control
We have change-in-control severance agreements with our NEOs to support continued management in the event of an actual or threatened change in control of the company. The agreements provide that if an NEO’s employment is terminated other than upon death, disability or for cause within two years (three years for the CEO) after a change in control, the executive will be entitled to the following:
For executives other than our CEO, two times the executive’s base salary (three times for the CEO) at the time of termination plus two times (three times for the CEO) the average of the annual bonuses the executive received over the previous three years.
Continuation of medical and dental benefits and life insurance for three years for the CEO and two years for the other NEOs.
Reimbursement of certain legal fees and expenses incurred by the executive in enforcing the agreement.
The agreements automatically renew for an additional one-year period unless either the company or the NEO gives the other at least 90 days’ prior notice of non-extension. If a change in control occurs, the agreements automatically extend for 36 months.
2022 Proxy Statement
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Compensation Matters
The NEO is responsible for any excise tax, and the company does not pay any gross-up. We utilize a “best-net” approach where we reduce payments to the safe harbor limit to avoid excise taxes only if doing so results in a greater after-tax benefit to the NEO.
Performance-based shares granted under our 2017 Omnibus Incentive Plan will be paid as if their terms were complete, based on the best financial information available about the company’s performance as of the close of business on the day immediately before a “corporate transaction” (as defined in the plan), and continued service through the performance period. In determining the extent to which performance criteria have been satisfied, where the performance criteria are based on results that accumulate over the term of the award or over one year of the term, the performance requirement will be prorated in accordance with the portion of the term or year that was completed before the corporate transaction.
NEOs may receive accelerated vesting of outstanding equity awards issued under our 2017 Omnibus Incentive Plan following a change in control if their employment is terminated.
Table of Estimated Payments Upon Termination or Change in Control
In the following table, we estimate incremental payments (payable as the result of the specified termination event) that would have been payable to NEOs in the event of change in control, disability, retirement, death, or involuntary termination under the terms of the severance plan. The value of equity awards is based on the closing price of $26.28 of the company’s stock on April 29, 2022 (the last trading day of FY 2022). The amounts provided below are estimates of amounts that would have been payable. The actual amounts paid in future years, if any, will depend on the executive’s pay, terms of separation, severance plan, and change-in-control agreement in place, and the company’s stock price at the time of termination.
Name and Benefit
Change in
Control ($)(1)
Retirement
($)(2)(3)(4)
Disability
($)(2)(4)
Death
($)(2)(5)
Involuntary
Termination
Other than
for Cause or
Resignation
with Good
Reason Under
Severance
Plan ($)
Melinda D. Whittington
Base Salary (3 times annual salary)2,700,000 — 
Annual Incentive (3 times average actual MIP amount paid in prior 3 years)1,462,789 — 
Stock Options (accelerated vesting)— — — — 
Restricted Shares (accelerated vesting)207,034 — 207,034 207,034 
Performance-Based Shares (accelerated vesting)682,203 — 310,235 310,235 
Broad-Based Benefits(6)
56,294 — — — 36,233 
Severance Payment— — — — 1,800,000 
Total Incremental Pay(7)
5,108,320 — 517,269 517,269 1,836,233 
Robert G. Lucian
Base Salary (2 times annual salary)950,000 — — — — 
Annual Incentive (2 times average actual MIP amount paid in prior 3 years)211,773 — — — — 
Stock Options (accelerated vesting)— — — — — 
Restricted Shares (accelerated vesting)70,089 — 70,089 70,089 — 
Performance-Based Shares (accelerated vesting)165,564 — 75,949 75,949 — 
Broad-Based Benefits(6)
19,213 — — — 9,265 
Severance Payment— — — — 475,000 
Total Incremental Pay(7)
1,416,639 — 146,038 146,038 484,265 
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