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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.          )

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1235 Water Street
East Greenville, PA 18041
Tel 215 679-7991
Fax 215 679-1013

March 31, 201423, 2016

Dear Stockholder:

        We cordially invite you to attend our 20142016 Annual Meeting of Stockholders to be held at 9:00 a.m. (local time) on Thursday,Wednesday, May 8, 20144, 2016 at our offices located at 1330 Avenue of the Americas, 2^nd Floor, New York, New York 10019. The attached notice of Annual Meeting and proxy statement describe the business we will conduct at the meeting and provide information about Knoll, Inc. that you should consider when you vote your shares.

        When you have finished reading the proxy statement, please promptly vote your shares via the Internet, via the telephone or by marking, signing, dating and returning thea proxy card in the enclosed prepaid envelope.card. We encourage you to vote by proxy so that your shares will be represented and voted at the meeting, whether or not you can attend.

Thank you for your cooperation.

Sincerely,

Andrew B. Cogan
Chief Executive Officer

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1235 Water Street
East Greenville, PA 18041
Tel 215 679-7991
Fax 215 679-1013

KNOLL, INC.
NOTICE OF 20142016 ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of Knoll, Inc.:

TIME: 9:00 a.m. (local time)

DATE: Thursday,Wednesday, May 8, 20144, 2016

PLACE: Knoll, Inc., 1330 Avenue of the Americas, 2^nd Floor, New York, New York 10019

PURPOSES:

1.

To elect three (3) directors named in the proxy statement for a term ending at the 20172019 Annual Meeting of Stockholders.



2.

To ratify the audit committee's appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2014.2016.



3.

To hold an advisory vote to approve executive compensation.



4.

To transact such other business as may properly come before the Annual Meeting or any adjournments thereof.

WHO MAY VOTE:

        You are entitled to notice of, and to vote at, the Annual Meeting or any adjournments thereof if you were the record owner of Knoll, Inc. common stock at the close of business on March 17, 2014.15, 2016. A list of stockholders of record will be available at the meeting and during regular business hours for the 10 days prior to the meeting at our offices at 1330 Avenue of the Americas, 2^nd Floor, New York, New York 10019. A stockholder may examine the list for any legally valid purpose related to the meeting.

BY ORDER OF THE BOARD OF DIRECTORS

Michael A. Pollner
Senior Vice President, General Counsel and Secretary

March 31, 201423, 2016

Important Notice Regarding the Availability of Proxy Materials for the
Stockholders Meeting to Be Held on May 8, 20144, 2016

The proxy statement and annual report to stockholders are available at www.edocumentview.com/KNL

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KNOLL, INC.
1235 WATER STREET
EAST GREENVILLE, PENNSYLVANIA 18041
215-679-7991

PROXY STATEMENT FOR THE KNOLL, INC.
20142016 ANNUAL MEETING OF STOCKHOLDERS

GENERAL INFORMATION ABOUT THE ANNUAL MEETING

Why Did You Send Me this Proxy Statement?

        We have elected to furnish our proxy statement and annual report to certain of our stockholders over the Internet pursuant to United States Securities and Exchange Commission (SEC) rules, which allows us to reduce costs associated with the 2016 annual meeting of stockholders. On or about March 23, 2016, we will mail to certain of our stockholders a notice of Internet availability of proxy materials containing instructions regarding how to access our proxy statement and annual report online (the eProxy Notice). The eProxy Notice contains instructions regarding how you can elect to receive printed copies of the proxy statement and annual report. All other stockholders will receive printed copies of the proxy statement and annual report, which will also be mailed to such stockholders on or about March 23, 2016.

        We sent you this proxy statement and the enclosed proxy card because our board of directors is soliciting your proxy to vote at our 20142016 Annual Meeting of Stockholders and any adjournments of the meeting. This proxy statement summarizes the information you need to know to vote at the Annual Meeting. You do not need to attend the Annual Meeting to vote your shares. Instead, you may vote your shares via the Internet or by marking, signing, dating and returning the encloseda proxy card. If you hold your shares through a broker you may also be able to vote your shares through such broker either via the Internet or by telephone. Please contact your broker directly for details regarding these voting options.

        On or about March 31, 2014, we began sending this proxy statement, the attached notice of annual meeting and the enclosed proxy card to all stockholders entitled to notice of, and to vote at, the Annual Meeting. Only stockholders who owned our common stock at the close of business on March 17, 2014,15, 2016, the record date, are entitled to vote at the Annual Meeting. On the record date, there were 48,478,05749,034,818 shares of our common stock outstanding, including 47,320,98747,963,533 shares of stock entitled to vote and 1,157,0701,071,285 shares of restricted stock that are not entitled to vote. Our common stock is our only class of voting stock. We are also sending along with this proxy statement our 20132015 annual report, which includes our financial statements for the fiscal year ended December 31, 2013.2015.

What Will I Be Voting On?

        You will be voting on:

1.

The election of three directors named in the proxy statement to serve for a three-year term ending at our 20172019 Annual Meeting of Stockholders;



2.

The ratification of the audit committee's appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2014;2016;



3.

An advisory vote to approve executive compensation; and



4.

Any other business properly presented at the annual meeting.

How Many Votes Do I Have?

        Each share of our common stock that you own entitles you to one vote.

Why Did I Receive an eProxy Notice of Internet Availability of Proxy Materials?

        The SEC permits us to electronically distribute proxy materials to stockholders. We have elected to provide access to our proxy materials and annual report to certain of our stockholders on the Internet instead of mailing the full set of printed proxy materials. On or about March 23, 2016, we will mail to

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certain of our stockholders an eProxy Notice containing instructions regarding how to access our proxy statement and annual report and how to vote online. If you received an eProxy Notice by mail, you will not receive printed copies of the proxy materials and annual report in the mail unless you request them. Instead, the eProxy Notice instructs you how to access and review all of the important information contained in the proxy statement and annual report. The eProxy Notice also instructs you how you may submit your proxy over the Internet. If you received an eProxy Notice by mail and would like to receive a printed copy of our proxy materials and annual report, you should follow the instructions for requesting such materials included in the eProxy Notice.

How Do I Vote?

        You may vote via the Internet by going to the website www.envisionreports.com/KNL and following the instructions outlined on the website or via the telephone by calling 1-800-652-VOTE and following the recorded instructions. If you request paper copies of the proxy materials, you can also vote by signing and mailing your proxy card. If you properly fill in your proxy card and send it to us in time, your "proxy" (one of the individuals named on your proxy card) will vote your shares as you have directed. If you sign the proxy card but do not make specific choices, your proxyholder will vote your shares as recommended by our board of directors. Proxy cards must be received prior to the time of the vote in order for the shares represented by the proxy card to be voted. If you hold your shares through a broker or financial institution, you should contact your broker or financial institution to determine how you may vote your shares.

        If you hold your shares through a broker, it is important that you cast your vote if you want it to count in the election of directors (Proposal 1) and the advisory vote on executive compensation (Proposal 3). Your broker is not permitted to vote your uninstructed shares in the election of directors

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or executive compensation matters on a discretionary basis. Thus, if you hold your shares through a broker and you do not instruct your broker how to vote for Proposal 1 (the election of directors) or Proposal 3 (the advisory vote on executive compensation), no votes will be cast on your behalf with respect to those matters. Your broker may vote your uninstructed shares on the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm on a discretionary basis.

If you attend the Annual Meeting, you may also submit your vote in person, and any previous votes that you submitted will be superseded by the vote that you cast at the Annual Meeting.

        If you plan to attend the Annual Meeting and vote in person, we will give you a ballot when you arrive. However, if your shares are held in the name of your broker, bank or other nominee, you must bring an account statement or letter from the nominee indicating that you were the beneficial owner of the shares on March 17, 2014,15, 2016, the record date for voting. The Annual Meeting will be held at 9:00 a.m. (local time) on Thursday,Wednesday, May 8, 20144, 2016 at our offices at 1330 Avenue of the Americas, 2^nd Floor, New York, New York 10019. When you arrive at the venue, signs will direct you to the appropriate meeting rooms. You need not attend the Annual Meeting in order to vote.

May I Revoke My Proxy?

        If you give us your proxy, you may revoke it at any time before it is voted at the meeting. You may revoke your proxy in any one of the following ways:

•

You may send in another proxy via the mail or the Internet with a later date;



•

You may notify our Secretary in writing (at Knoll, Inc., c/o Corporate Secretary, 1235 Water Street, East Greenville, Pennsylvania 18041) before the Annual Meeting that you have revoked your proxy; or

as a routine matter. The election of directors (Proposal 1) and the advisory vote to approve executive compensation (Proposal 3) are not considered routine matters and, consequently, without your voting instructions, your brokerage firm cannot vote your shares. Broker non-votes will not count as votes against any matter at the annual meeting.



•

Abstentions:  Because abstentions are treated as shares present or represented and entitled to vote at the Annual Meeting, abstentions with respect to Proposal 2 and Proposal 3 will have the same effect as votes against the proposal. However, abstentions will have no effect on the outcome of Proposal 1—the vote to elect the three nominees for director.

What Are the Costs of Soliciting these Proxies?

        We will pay all of the costs of soliciting these proxies. Solicitation of proxies will be made principally through the mails, but our officers and employees may also solicit proxies in person or by telephone, fax or email. We will pay these employees and officers no additional compensation for these services. We will ask banks, brokers and other institutions, nominees and fiduciaries to forward these proxy materials to the beneficial owners of the common stock and to obtain authority to execute proxies. Upon request, we will then reimburse them for their reasonable expenses.

Who Will Tabulate the Votes?

        Votes cast by proxy or in person will be counted by the persons appointed by us to act as election inspectors for the meeting.

Where Do I Find the Voting Results of the Meeting?

        We will announce the preliminary voting results at the meeting and provide the final results in a Current Report on Form 8-K filed with the SEC within four business days following the meeting.

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Householding of Annual Disclosure Documents

        To reduce the expenses of delivering duplicate materials to our stockholders, we are relying on a rule of the Securities and Exchange Commission (the "SEC") that allows us or your broker to send a single set of our annual report and proxy statement to any household at which two or more of our stockholders reside, if we or your broker believe that the stockholders are members of the same family. This practice, referred to as "householding," benefits both you and us. The rule applies to our annual reports, proxy statements and information statements. Once you receive notice from your broker or from us that communications to your address will be "householded," the practice will continue until you are otherwise notified or until you revoke your consent to the practice. Each stockholder will continue to receive a separate proxy card or voting instruction card.

        If your household received a single set of our annual disclosure documents this year, but you would prefer to receive your own copy, please contact us by writing to Knoll, Inc., c/o Corporate Secretary, 1235 Water Street, East Greenville, Pennsylvania 18041, or calling our Investor Relations department at 215-679-7991 and we will promptly send you a copy of our annual disclosure documents.

        If you do not wish to participate in "householding" and would like to receive your own set of our annual disclosure documents in future years, follow the instructions described below. Conversely, if you share an address with another of our stockholders and together both of you would like to receive only a single set of our annual disclosure documents, follow these instructions:

•

If your shares are registered in your own name, please contact us by writing to Knoll, Inc., c/o Corporate Secretary, 1235 Water Street, East Greenville, Pennsylvania 18041, or calling our Investor Relations department at 215-679-7991, and inform us accordingly.



•

If a broker or other nominee holds your shares, please contact the broker or other nominee directly and inform them of your request.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth certain information with respect to the beneficial ownership of our common stock as of February 28, 2014,29, 2016, for (a) the executive officers named in the Summary Compensation Table on page 3031 of this proxy statement, (b) each of our directors and director nominees, (c) all of our directors and executive officers as a group, and (d) each stockholder known by us to own beneficially more than 5% of our outstanding common stock. Except as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them, subject to community property laws, based on information provided to us by these stockholders. Percentage of ownership is based on 48,476,46749,116,313 shares of common stock outstanding on February 28, 2014,29, 2016, including 47,319,39748,045,028 shares of stock entitled to vote and 1,157,0701,071,285 shares of restricted stock that are not entitled to vote.

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for our Atlanta region, a position to which she was promoted in 1983. She began her career with Knoll in 1979.

        Ms. Bradley has exceptional industry knowledge and a deep understanding of Knoll's business, having been associated with Knoll for almostover 35 years, including over seven years as President and Chief Executive Officer of Knoll, North America, and more than 20 years in numerous management positions. Ms. Bradley's experience has included managing regional divisions and key parts of the organization such as sales and distribution, and customer service. Ms. Bradley also served on the board of our industry trade organization, The Business and Institutional Furniture Manufacturer's Association. Ms. Bradley's in depthin-depth knowledge of our business and her extensive management experience are important aspects of her service on the Board.

        Jeffrey A. Harris has been a director of Knoll, Inc. since February 1996. Mr. Harris is the founder and managing member of Global Reserve Group LLC, a financial advisory and investment firm focused primarily on the energy industry. Previously, he was a Managing Director of Warburg Pincus LLC, a private equity firm, where he was employed from 1983 until 2011. Mr. Harris also was a partner of Warburg Pincus & Co., a private equity firm. His2011 where his responsibilities included involvement in investments in energy, technology and other industries. Mr. Harris is a director

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of ElectroMagnetic GeoServices ASA and Serica Energy PLC.PLC and several private companies. In addition, he is a member of the Board of Trustees of the Cranbrook Educational Community, New York-Presbyterian Hospital and Friends of the High Line. Mr. Harris also previously served as a director of Bill Barrett Corporation and Kosmos Energy.Electromagnetic GeoServices ASA.

        Mr. Harris brings a strong business background to Knoll, having worked in the private equity field with Warburg Pincus for over 25 years. Mr. Harris has gained substantial experience in overseeing the management of diverse organizations, having served as a board member on many public and private boards, including a number of charitable and non-profit organizations. As a result of this service, Mr. Harris has a broad understanding of the operational, financial and strategic issues facing public and private companies. He has served on our board of directors for 17 yearssince 1996 and through that service has developed extensive knowledge of our business and the contract office furniture industry.business.

        Sidney Lapidus has been a director of Knoll, Inc. since February 1996. Mr. Lapidus is a Retired Partner of Warburg Pincus LLC, a private equity firm, where he was employed from 1967 to 2007. Mr. Lapidus is a director of Lennar Corporation, as well as a number of non-profit organizations. Mr. Lapidus previously served as a director of The Neiman Marcus Group, Inc.

        Mr. Lapidus spent over 40 years with Warburg Pincus, working principally in the private equity field. During those 40 years, Mr. Lapidus developed extensive business, finance and management skills, which he brings to the board's deliberations. Mr. Lapidus also brings to the board his experience in overseeing the management of diverse organizations, having served as a board member on many public and private boards, including a number of charitable and non-profit organizations. Mr. Lapidus' involvement in a variety of businesses has given him a broad understanding of the operational, financial and strategic issues facing public and private companies. He has served on our board of directors for 17 years,since 1996, and through that service has developed extensive knowledge of our business and the contract office furniture industry.business.

        John F. Maypole has served as a director of Knoll, Inc. since December 2004. Mr. Maypole has, for over 30 years, served as an independent director of, or consultant to, various corporations and providers of financial services. Mr. Maypole is a director of the National Captioning Institute, Inc. Mr. Maypole previously served as a director of Church and Dwight Co., Inc., Verizon Communications and the MassMutual Financial Group, among others.

        Mr. Maypole brings substantial accounting, finance, and management experience to the board. Mr. Maypole previously served as a chief financial officer, chief operating officer, chief executive officer, chairman of the board and independent consultant to numerous industrial and financial services companies and has significant experience with operational and financial matters, including financial reporting. Mr. Maypole has served on a number of private and public boards and his experiences have

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resulted in a broad understanding of the operational, financial and strategic issues facing public and private companies. Mr. Maypole's perspectives on executive management, leadership and financial management are important to the board's deliberations.

        Stephen F. Fisher has served as a director since December 2005. Mr. Fisher is the Executive Vice President and Chief Financial Officer of Entercom Communications Corp., a radio broadcasting company, a position he has held since November 1998. Mr. Fisher also is a director of iBiquity Digital Corporation.the National Association of Broadcasters.

        Mr. Fisher has held numerous financial management and operational positions. He has served as executive vice president and chief financial officer for a public company for over 1517 years. Mr. Fisher has also worked in the private equity field, making investments in companies and managing those portfolio companies as well as serving on the board of directors of both public and private companies. He brings significant financial and operational management, as well as financial reporting, experience to the board.

        Sarah E. Nash has served as a director of Knoll, Inc. since September 2006. In August 2005, Ms. Nash retired as a Vice Chairman of J.P. Morgan Chase & Co.'s Investment Bank where she was responsible for the firm's client relationships. Prior to these responsibilities, she was the Regional

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Executive and Co-Head of Investment Banking for North America at J.P. Morgan Co. Ms. Nash serves on the Board of Directors of Merrimack Pharmaceuticals,Irving Oil Company, Blackbaud Inc. and Blackbaud Inc.HBD Industries. She is a Trustee for Washington & Lee University, New York-Presbyterian Hospital The New York Historical Society and The New York Restoration Project. Ms. Nash is alsoa member of the National Board of the Smithsonian Institution and on the Business Leadership Council of CUNY. Ms. Nash previously served as a director of Pathmark Stores, Inc., AbitibiBowater Inc. and AbitibiBowaterMerrimack Pharmaceuticals, Inc.

        Ms. Nash has significant finance and investment banking experience, and brings that experience and her perspectives on management and finance to the Knoll board. She had a long, successful career in investment banking, retiring as Vice Chairman of J.P. Morgan Chase & Co.'s Investment Bank. Ms. Nash has served on a number of private and public boards, which has resulted in a broad understanding of the operational, financial and strategic issues facing public and private companies. She brings these experiences and understandings to the Knoll board.

        Stephanie Stahl joined us as a director onin August 7, 2013. Ms. Stahl is the CEO of Apprécier LLC, a company she co-founded in June 2015. Prior to that, Ms. Stahl served as Executive Vice President, Marketing and Strategy for Coach, Inc., a position she has held sincefrom July 30, 2013.2013 until February 2015. Prior to that, Ms. Stahl served as the Senior Vice President, Strategy and Consumer for Coach from October 2012 until June 2013. Prior to joining Coach, Ms. Stahl was the Chief Executive Officer of the fitness company Tracy Anderson Mind and Body from July 2011 until July 2012. Prior to that, Ms. Stahl served as Executive Vice President and Chief Marketing Officer of Revlon and as a Partner and Managing Director of the Boston Consulting Group in the consumer goods, retail and media industries for over ten years.

        Ms. Stahl has significant experience in high designhigh-design businesses and in creating and driving global brand building consumer and customer strategies, particularly in the consumer goods and retail segments. Ms. Stahl brings this experience to the board as Knoll positions itself as the premier high design company in the interior space through expanded luxury offerings and new distribution channels.

Christopher G. Kennedy joined us as a director in November 2014. Mr. Kennedy serves as Chairman of Joseph P. Kennedy Enterprises, Inc., which is the investment firm of the Kennedy Family. Mr. Kennedy also serves on the Board of Directors of Interface, Inc., a floor covering company, and is the Founder and Chairman of Top Box Foods, a Chicago-based non-profit hunger-relief organization. He formerly served as President of Merchandise Mart Properties, Inc., a subsidiary of Vornado Realty Trust, from 2000 to 2011. Since 1994, he has served on the Board of Trustees of Ariel Mutual Funds. Mr. Kennedy is also active in several educational and civic organizations.

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        Mr. Kennedy has significant experience in the residential and commercial furniture markets, due to his experience as former President of Merchandise Mart Properties. Mr. Kennedy also brings substantial executive level experience that is particularly beneficial to our strategies and sales and marketing efforts in the corporate office and retail market segments. His insight into governmental and economic affairs and his civic involvement also are of great value to the Knoll board.

Corporate Governance Guidelines

        Our board of directors has adopted Corporate Governance Guidelines that provide the framework for the governance of the company. Our Corporate Governance Guidelines are available on our website atwww.knoll.com and will also be made available to stockholders without charge upon request in writing to our Corporate Secretary at Knoll, Inc., 1235 Water Street, East Greenville, Pennsylvania 18041. The information contained on our website is not included as part of, or incorporated by reference into, this proxy statement.

Director Resignation Policy

        Our Corporate Governance Guidelines include a Director Resignation Policy, adopted in 2014. Under this policy, any nominee for director in an uncontested election (i.e. an election where the only nominees are those proposed by the board) who receives a greater number of votes "withheld" from his or her election than votes "for" such election shall promptly tender an offer of resignation for consideration by the board. The nominating and corporate governance committee shall evaluate the director's offer of resignation, taking into account the best interests of the Company and its stockholders, and shall recommend to the board whether to accept or reject such offer of resignation. In making this recommendation, the nominating and corporate governance committee may consider all factors deemed relevant by its members, including, without limitation, the underlying reasons why stockholders voted against the director (if ascertainable), the length of service and qualifications of the director, the director's past (and expected future) contributions to the Company, and whether by accepting such resignation the Company will no longer be in compliance with any applicable law, rule, regulation or governing document. The board shall act to accept or reject such offer of resignation within 120 days following certification of the stockholder vote at the stockholder meeting at which the election of directors was held. In making its decision, the board may consider the factors considered by the committee and such additional information and factors the board believes to be relevant.

Code of Ethics

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

Director Independence

        In accordance with our Corporate Governance Guidelines, our board of directors has reviewed the qualifications of each of its members and, on March 3, 2014,February 29, 2016, affirmatively determined that Messrs. Maypole, Fisher, Harris, Lapidus and LapidusKennedy and Ms. Bradley, Ms. Nash and Ms. Stahl, a majority of the members of our board of directors, are independent. The independence standards of the New York Stock Exchange are composed of objective standards and subjective standards. Under the objective

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standards, a director will generally not be deemed independent if he or she receives

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

Cranbrook Educational Community

In connection with its director independence determination,the case of Mr. Kennedy, the board of directors reviewed our relationship with the Cranbrook Educational Community. In 2007, we pledged to make charitable contributions to the Cranbrook Educational Community totaling $1,000,000 over a period of seven years, partially in recognition ofalso considered the fact that our founder, Florence Knoll, attended Cranbrookone of Mr. Kennedy's siblings is a partner in a New York-based film production company with the 1930s. In February 2008, $50,000 of this $1,000,000 was set aside to establish the Kass Bradley Scholarship in Design for the Cranbrook Academy of Art in honorsister-in-law of our retired President and CEO, Knoll North America, Kathleen G. Bradley. Jeffrey A. Harris, a member of our board of directors, is a member of the Board of Trustees of the Cranbrook Educational Community. In connection with our annual independence review, our board of directors reviewed these relationshipschief executive officer and determined that they werethis relationship was not material to the company and that they do not affect the independence of Mr. Harris.material.

Board Leadership Structure

        We currently have a separate chief executive officer, chairman of the board, and lead independent director. Although weWe do not have a formal policy on whether the same person should (or should not) serve as both the chief executive officer and chairman of the board; however, given the current composition of the board, we generally believe that different people should hold the positions of chairman of the board and chief executive officer and,officer. Additionally, we believe that when the chairman of the board is an employee of the company or otherwise not independent, we believe it is important to have a separate lead independent director in order to facilitate the board's oversight of management.

        Mr. Staniar has served as our chairman since 1993, and served as our chief executive officer from 1993 until 1997. In serving as chairman, Mr. Staniar serves as a significant resource for our chief executive officer, Mr. Cogan, other members of management and the board of directors. We believe that the depth of leadership and the significant experience provided by Messrs. Cogan and Staniar in their respective roles as chairman and chief executive officer has benefited Knoll significantly.

        Mr. Staniar spends a significant amount of his time involved with day-to-day activities at the company, primarily working with customers and potential customers, but also assisting us with other senior management activities. As a result of this involvement (and the monetary payment he receives for his services), Mr. Staniar is not considered "independent" under applicable New York Stock Exchange listing standards. Accordingly, we also have a lead director who is "independent".

        Mr. Harris serves as our lead independent director. In that role, he presides over the board's executive sessions and serves as the principal liaison between management and the independent directors of our board. Mr. Harris has served as a Knoll director since 1996.

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        We believe the combination of Mr. Staniar as our chairman and Mr. Harris as our lead director has been an effective structure for Knoll. The division of duties and the additional avenues of communication between the board and our management associated with having Mr. Staniar serve as chairman and Mr. Harris as lead director provides the basis for the proper functioning of our board and its oversight of management.

Oversight of Risk Management by our Board of Directors

        Our board of directors has overall responsibility for risk oversight. This role is primarily fulfilled by our audit committee. Our audit committee periodically discusses and evaluates company risk with our management, including our chief executive officer, chief financial officer and our chief legal officer.

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Our audit committee also periodically discusses and evaluates risk with our independent auditors and members of our internal audit group. The audit committee reports back to our full board with respect to those activities. In addition, as described in the section entitled "Compensation Risk" on page 43 below, our compensation committee specifically evaluates risks associated with our compensation programs. The board's role in risk oversight has not had any effect on the board's leadership structure.

Board Diversity

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

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

•

Financial and accounting acumen;



•

Educational background;



•

Knowledge of our industry;industry and related industries;



•

Personal and professional integrity;



•

Business or management experience;



•

Crisis management experience; and



•

Leadership and strategic planning experience.

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

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

Board Meetings and Committees

        During the year ended December 31, 2013,2015, there were four meetings of our board of directors. During 2013, all of our directors (with the exception of Ms. Stahl who joined our board on August 7,

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2013 and has2015, no director attended every meeting since joining) attended each meetingfewer than 75% of the board and at leasttotal number of meetings or fewer than 75% of all meetings of a committee of the board on which he or she served. Currently, we do not have a formal policy regarding director attendance at our Annual Meetings of Stockholders. However, it is expected that, absent compelling circumstances, our directors will be in attendance at our 20142016 Annual Meeting of Stockholders. All of our directors except for Mr. Kennedy attended our 20132015 Annual Meeting of Stockholders.

        In accordance with our Corporate Governance Guidelines, our non-management directors meet periodically without any management directors or employees present. As required by the New York Stock Exchange Listing requirements and in accordance with our Corporate Governance Guidelines,

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our independent directors also meet exclusively in an executive session at least once a year. Mr. Harris presides over meetings of the non-management directors and independent directors.

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

        Audit Committee.    Our audit committee met nineeight times during 2013.2015. This committee currently has four members, Messrs. Fisher and Maypole and Ms. Nash and Ms. Bradley. Our board of directors has determined that Mr. Maypole, the Chairman of the audit committee, is an "audit committee financial expert," as the SEC has defined that term in Item 407 of Regulation S-K. The composition of our audit committee meets the currently applicable independence requirements of the New York Stock Exchange and SEC rules and regulations. Our audit committee (i) assists our board in monitoring the integrity of our financial statements, our compliance with legal and regulatory requirements, our independent registered public accounting firm's qualifications and independence, and the performance of our internal audit function and independent registered public accounting firm; (ii) assumes direct responsibility for the appointment, compensation, retention and oversight of the work of any independent registered public accounting firm engaged for the purpose of performing any audit, review or attest services and for dealing directly with any such accounting firm; (iii) provides a medium for consideration of matters relating to any audit issues; and (iv) prepares the audit committee report that the SEC rules require be included in our annual proxy statement or annual report on Form 10-K. The audit committee reviews and evaluates, at least annually, its performance and the performance of its members, including compliance with its charter. Please see the report of the audit committee set forth elsewhere in this proxy statement.

        Compensation Committee.    Our compensation committee met eightfive times during 2013.2015. This committee currently has threefour members, Messrs. Harris, Lapidus and LapidusKennedy and Ms. Nash. Mr. Harris serves as Chairman of the committee. Our compensation committee reviews and recommends policy relating to compensation and benefits of our officers and employees, including reviewing and approving corporate goals and objectives relevant to compensation of the chief executive officer and other senior officers, evaluating the performance of these officers in light of those goals and objectives and setting compensation of these officers based on such evaluations. Our chief executive officer generally makes recommendations to the compensation committee regarding executive compensation matters. Our board of directors has designated our compensation committee to serve as the administrative committee under our stock incentive plans. In that role, our compensation committee determines which individuals receive awards under our stock incentive plans, the types of such awards, the terms and conditions of such awards and, subject to our stock option grant policy, the time at which such awards are granted. The compensation committee reviews and evaluates, at least annually, the performance of the compensation committee and its members, including compliance of the compensation committee with its charter. A description of the compensation committee's processes and procedures for the consideration and determination of executive compensation is set forth in more detail below in this Proxy Statement under the heading "Compensation Discussion and Analysis."

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        Nominating and Corporate Governance Committee.    Our nominating and corporate governance committee met twothree times during 2013.2015. This committee currently has threefour members, Messrs. Harris, Maypole and Fisher.Fisher and Ms. Stahl. Mr. Fisher currently serves as Chairman of our nominating and corporate governance committee. The nominating and corporate governance committee oversees and assists our board of directors in identifying, reviewing and recommending nominees for election as directors; evaluates our board of directors and our management; develops, reviews and recommends corporate governance guidelines and a corporate code of business conduct and ethics; and generally

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advises our board of directors on corporate governance and related matters. The nominating and corporate governance committee reviews and evaluates, at least annually, its performance and the performance of its members, including compliance with its charter. The nominating and corporate governance committee also facilitates the board's overall self-assessment.

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

        In general, persons recommended by stockholders will be considered on the same basis as candidates from other sources. If a stockholder wishes to nominate a candidate to be considered for election as a director at the 20152017 Annual Meeting of Stockholders, it must follow the procedures described in "Stockholder Proposals and Nominations for Director" set forth elsewhere in this proxy statement. If a stockholder wishes simply to propose a candidate for consideration as a nominee by the nominating and corporate governance committee, it should submit any pertinent information regarding the candidate to the nominating and corporate governance committee by mail to Knoll, Inc., c/o Corporate Secretary, 1235 Water Street, East Greenville, Pennsylvania 18041.

Compensation Committee Interlocks and Insider Participation

        No person who served as a member of our compensation committee during fiscal year 20132015 was a current or former officer or employee of ours or engaged in transactions with us required to be disclosed by SEC regulations during fiscal year 2013.2015. None of our executive officers serve as a member of the board of directors or compensation committee of any entity that has one or more executive officers who serve on our board of directors or compensation committee.

Communications with Directors

        In accordance with our Corporate Governance Guidelines, interested persons may send communications to the board, to any committee of the board or to any individual members of the board (including non-management directors) by sending a letter to the following address: Knoll, Inc., c/o Corporate Secretary, 1235 Water Street, East Greenville, Pennsylvania 18041. In addition, our board of directors has adopted "Whistleblower Procedures" setting forth procedures to enable the receipt and investigation of accounting, legal or retaliatory claims. The Whistleblower Procedures are publicly available in the Corporate Governance portion of our website atwww.knoll.com.

Compensation of Directors

        Our Corporate Governance Guidelines provide that the form and amount of compensation provided to our directors shall be determined by the board of directors with the assistance of the compensation committee. The board of directors and compensation committee periodically review our director compensation programs to ensure that they remain competitive. In making this review, the

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board of directors and compensation committee considers our size, industry characteristics, location, the practices at comparable companies in the same region, and such other factors as the board of directors or compensation committee deems relevant. Effective October 1, 2007, our board of directors adopted the Knoll, Inc. Non-Employee Director Compensation Plan, which was most recently amended effective

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January 1, 2012.2016. Under this Plan, our compensation package for non-employee directors currently consists of:

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an annual fee of $50,000, payable in quarterly installments of $12,500;



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a $10,000 annual fee for chair of the audit committee, payable in quarterly installments of $2,500;$2,500 (This fee was increased to $15,000 effective January 1, 2016 and will now be paid to the lead director in addition to the chair of the audit committee);



•

an annual grant of restricted shares on the third trading day after the public release of annual financial results with a fair market value of $60,000 at the time of the grant;grant (The value of this annual grant was increased to $70,000 effective January 1, 2016); and



•

reimbursement for expenses incurred in the performance of their duties as directors.

        All or a portion of annual fees may, at the election of the non-employee director, be paid in the form of shares of our common stock. The number of shares issuable pursuant to such an election is equal to the value of the fee forgone divided by the fair market value of the common stock on the payment date.

        The table below sets forth information concerning the compensation we paid to our non-employee directors and our chairman during 20132015 for service on our board of directors. Except for Ms. Stahl, allAll of the directors listed below served for the entire year.

Director Compensation Table—20132015

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        The following table sets forth the aggregate number of unvested restricted stock awards and the aggregate number of stock option awards outstanding as of December 31, 2013:2015:

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EXECUTIVE OFFICERS

        Set forth below are the names of our executive officers, who are not also directors, their ages as of February 28, 2014,29, 2016, their offices within the company, their principal occupations or employment for the past five years and the names of other public companies in which such persons hold directorships.

        Lynn M. UtterJoseph T. Coppola has served as our President and Chief Operating Officer Knoll Office, since February 2, 2012. Prior to that, Ms. Utter served as our President and Chief Operating Officer, Knoll North America, since March 3, 2008.June 1, 2015. Prior to joining us, Ms. UtterMr. Coppola served as Vice President, Global Supply Chain, at Boart Longyear, an international provider of mineral exploration drilling services and drilling products, a position he held from 2003 to 2008 as the Chief Strategy Officer at Coors Brewing Company, a business unit of Molson Coors Brewing Company.2013 until May 2015. Prior to that, Ms. UtterMr. Coppola held the title of Group Vice President, Operations, and various other operational titles during her tenureManufacturing with Coors, which began in 1997.Boart Longyear from 2006 to 2013. Prior to her employment by Coors, Ms. Utter was employed asjoining Boart Longyear in 2006, Mr. Coppola held senior supply chain roles with the Vice President, SalesMechanical Systems and Airframe Systems units of Frito-Lay Company. Ms. UtterHoneywell International. He also is currently a Director of WESCO International, Inc.served in operations and manufacturing roles with Eaton Corporation and Norfolk Southern Corporation.

        Benjamin A. Pardo has served as our Executive Vice President—Director of Design, since June 9, 2011. Prior to that, Mr. Pardo served as our Senior Vice President—Director of Design since September 2005. Prior to joining us, Mr. Pardo was President of Unifor, Inc., where he had been employed since 1988.

Barry L. McCabe served as our Executive Vice President and Chief Financial Officer from January 1, 2008 until September 23, 2013. Prior to that, Mr. McCabe served as our Senior Vice President and Chief Financial Officer from May 2002 until January 1, 2008 and as our Senior Vice President, Treasurer and Controller from January 2000 until May 2002. Mr. McCabe resigned his position as Chief Financial Officer on September 23, 2013 and retired from Knoll effective March 1, 2014.

        Craig B. Spray has served as our Senior Vice President and Chief Financial Officer since September 23, 2013. From 2005 until joining Knoll, Mr. Spray served in various financial management positions with Fortune Brands, Inc. and its related companies, including, most recently, as Executive Vice President and Chief Financial Officer of Masterbrand Cabinets, Inc., the kitchen and bath cabinetry subsidiary of Fortune Brands Home & Security, Inc. From 2001 through 2005 Mr. Spray served in various finance roles at Ford Motor Company. Mr. Spray has also served as a United States Naval Officer in various leadership roles.

        Michael A. Pollner became our Senior Vice President, General Counsel and Secretary on February 3, 2015. Prior to that, Mr. Pollner served as our Vice President, General Counsel and Secretary from March 1, 2007 after servinguntil February 2015, and as our Assistant General Counsel sincefrom September 1, 2005.2005 until March 1, 2007. Prior to joining us, Mr. Pollner was a lawyer with the Philadelphia-based law firm, Blank Rome LLP, which he joined in February 2004. From September 1999 to February 2004, Mr. Pollner was a member of the business law department at Cohen & Grigsby, P.C. in Pittsburgh, Pennsylvania.

        David L. Schutte served as our Senior Vice President and Chief Marketing Officer from January 1, 2007 until February 3, 2014. Effective February 3, 2014, Mr. Schutte assumed the role of President, Holly Hunt Enterprises, Inc. at which time he ceased to be an executive officer. Mr. Schutte began his

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career with us in 1990 and served until 1995 in several roles including Director of Marketing forKnollStudio® andKnollExtra®. Subsequently, Mr. Schutte held several senior positions in the contract office furniture industry including Vice President of Marketing for Maharam and Vice President of A&D Sales for Herman Miller. Mr. Schutte rejoined us in May 2004 as Vice President and General Manager ofKnollTextiles®, a position he held until January 1, 2007.

Pamela J. Ahrens became our Senior Vice President—Sales and Distribution on September 3, 2013. Prior to joining us, Ms. Ahrens had a thirty yearthirty-year career with Xerox Corporation holding a variety of titles including Senior Vice President and General Manager, Northeast Operations (from 2012 until 2013), Senior Vice President, Strategic Business Unit Client Sales and Operations (from 2011 until 2012), Senior Vice President, Major Accounts (2011) and Senior Vice President Indirect Channels, Eastern and Central Region (from 2006 until 2010).

        Jeffrey R. Blom became our Senior Vice President—North America Supply Chain on January 31, 2011. Prior to joining us, Mr. Blom held the title of Vice President, Global Integration with Johnson and Johnson from 2007 to 2010. Prior to that, Mr. Blom held the titles of Vice President, Supply Chain, Vice President, Operations and Plant Manager during his tenure at Johnson and Johnson, which began in 2000. Mr. Blom resigned from Knoll effective March 28, 2014.

Karen E. ClaryRoxanne B. Klein has served as our Senior Vice President—Human Resources since July 8, 2013. From January 2012 until joining Knoll,November 23, 2015. Prior to that, Ms. ClaryKlein served as Executiveour Vice President, Human Resources for Datalink Corporation, a technology company focused on data center solutions and services. From 2007 through 2011, Ms. Clary served as Vice President, Globalour Knoll Office

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division from June 2014 until November 2015, Director, Human Resources from October 2010 until June 2014 and as our Manager, Human Resources from April 2007 until October 2010. Prior to joining us, Ms. Klein worked for the BioPharma Services Division of Thermo Fisher Scientific, a provider of packaging, storage, logistics supportPraxair, Inc. as Regional Human Resources Manager from March 2006 until April 2007 and analytical support for pharmaceutical drug trials.Danaher Corporation as Director, Human Resources from May 2004 until March 2006. Ms. ClaryKlein has over 2015 years of human resourcesHuman Resources experience in a variety of businesses.

Roger B. Wall has served as President, Coverings since May 2014. Prior to that, Mr. Wall served as President of Spinneybeck Enterprises, Inc., a wholly-owned subsidiary of Knoll, Inc. from 1996 until 2014.

Michael A. Beattie became our Global Chief Information Officer on April 28, 2014. Prior to joining us, Mr. Beattie served as Chief Information Officer of Aramark Uniform Services from October 2012 until April 2014 and as Vice President, IT Application Development from January 2010 until October 2012. From January 2001 until January 2010, Mr. Beattie served as IT Director at Intel Corporation.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

        This Compensation Discussion and Analysis addresses the compensation paid or awarded to our sixfive executive officers listed in the Summary Compensation Table below. These executive officers are referred to in this proxy statement as our "named executive officers". Our compensation policies discussed below generally apply equally to all of our executive officers, but for purposes of this compensation discussion and analysis references to "executive officers" or "officers" refer to our named executive officers, unless the context indicates otherwise.

Overview

        Our        2015 was a strong year for Knoll as the business delivered strong operating results that improved upon our accomplishments in 2014 and exceeded our 2015 operating profit target. We delivered industry-leading levels of profitability relative to our publicly-traded peers and gained market share in our Office segment. Net sales for the year ended December 31, 2015 were $1,104.4 million, an increase of $54.1 million, or 5.2%, from sales of $1,050.3 million for the year ended December 31, 2014. Diluted earnings per share increased from $0.97 in 2014 to $1.36 in 2015. Operating profit, the primary financial metric we rely upon in making compensation decisions, was $101 million for 2013 were primarily based on2015, an increase of $24.3 million, or 31.6%, from operating profit of $76.8 million for 2014. After adjusting for items that we believe to be infrequent or not indicative of our overall operating performance, which fell shortour operating profit for 2015 was $113.5 million, or 110% of our internal expectationstarget of $103 million (SeeExhibit A on page 51 for a reconciliation of adjusted operating profit to GAAP operating profit). Consistent with the diversification strategy we initiated several years ago, over 38% of our sales in 2015 and prior year performance. For57% of our profits were from outside our Office segment. We also strengthened the depth of talent across our management team and believe that Knoll is positioned for future success.

        Virtually every segment of the business contributed to our strong results. Net sales for our Office segment in 2015 were $686.9 million, an increase of 4.7%, when compared with 2014. Operating profit for the Office segment in 2015 was $43.1 million, an increase of 96.4%, when compared with 2014. Net sales for the Studio segment in 2015 were $303.8 million, an increase of $24.7 million, or 8.8%, when compared with 2014. Operating profit for the Studio segment in 2015 was $43.3 million, an increase of 29.1%, when compared with 2014. While net sales for the Coverings segment in 2015 decreased slightly, for the full year net sales were $862.72015, Spinneybeck -- FilzFelt and KnollTextiles both grew. Operating profit for the Coverings segment in 2015 was $14.6 million, a decrease of 2.8%$6.7 million, or 31.3%, when compared to 2012. Operatingwith 2014. However, excluding the impact of a one-time impairment charge, adjusted operating profit for the Coverings segment was $41.1$25.3 million for 2015, an increase of $2.9 million, or 4.8% of net sales, a decrease of 53.3% when12.9%, compared to 2012 and below our 2013 financial plan target of $71 million. While our sales to commercial clients grew in 2013,2014. (SeeExhibit A).

        In 2015 we continued to be negatively impacted by a year-over-year decline in sales to government agencies. Our results also were negatively impacted by restructuring charges of $5.7 million associated with headcount reductions in our Office segment and our Studio segment in Europe and an $8.9 million intangible asset impairment charge associated with the Edelman trade name.

        Despite disappointing operating performance, we were able to successfully achieve other goals. We continued to aggressively managemanaged our balance sheet, during 2013, reducingwhile simultaneously increasing our outstanding debt during 2013dividend. As of December 31, 2015, our bank leverage was 1.67 times EBITDA, down from 2.41 times EBITDA a year ago. (For details on the leverage ratio calculations, seeExhibit A on page 52). In the fourth quarter, we increased our dividend by $20 million. We also used free cash to pay25%. In the aggregate we paid $24.4 million in dividends to our shareholders totaling $22.5 million, completed our flagship showroom in New York, launched a new web platform and moved forward with our previously announced program of strategic investments and technology upgrades.stockholders for 2015.

        Nevertheless, asAs a result of our weakerstrong operating performance the Compensation Committee exercised its discretion underand year-over-year improvement in sales and operating profits that exceeded our annual2015 plan targets, our executive officers received 2015 non-equity incentive program to pay out reduced non-equity incentive awards for 2013, as described below in detail. Additionally, our Compensation Committee elected to maintain basepayments that were above target. Base salaries for certain of our named executive officers at existing levels.were also increased effective July 1, 2015. We also made equity grants to our executive officers that included both time and performance-based vesting features.

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Elements of Executive Compensation Program

        Our executive compensation programs are generally designed to:

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provide competitive compensation packages that will attract and retain superior talent;



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motivate our executive officers to achieve desired company and individual performance and to appropriately reward that performance; and



•

align the interests of our executive officers with the long-term interests of our stockholders, primarily through equity awards.

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

        Our executive compensation programs are comprised of: (i) base salary; (ii) annual non-equity incentive bonuses, which are discretionary, but based primarily on the achievement of company objectives and performance; and (iii) long-term incentive compensation in the form of periodic equity awards.

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

        Our named executive officers are also provided severance and change-in-control protections, which can be triggered in a number of scenarios, and also may participate in our standard retirement plans on the same basis as our associates generally. Our named executive officers are not generally provided with any material perquisites.

Process

        Our compensation committee generally meets at least three times a year formally and on more occasions as needed. Members of our compensation committee also discuss compensation matters with our chief executive officer and among themselves informally throughout the year in an effort to both (i) monitor the appropriateness of our executive compensation packages on an on-going basis and (ii) prepare for the formal compensation committee meetings and the definitive compensation decisions that are made at those meetings.

        At formal compensation committee meetings, our chief executive officer presents the compensation committee with his recommendations regarding compensation for the named executive officers, including recommendations as to (i) base salaries and non-equity incentive award targets for the upcoming year and (ii) the actual payouts under the annual non-equity incentive awards granted to the named executive officers for the previous year.

officers. In connection with these recommendations, the compensation committee is provided with information on the executive officers' existing compensation arrangements, equity awards and compensation history, if requested. The committee is also provided (and considers) our actual financial performance, during the previous year, both in relation to the performance targets set in the previous year and in relation to the industry as a whole. Other factors, including the executive officer's individual performance and any extraordinary efforts or hurdles faced by the executive officer, in the previous year, may also be considered.

        After reviewing the chief executive officer's recommendations and the other relevant information, the compensation committee determines the compensation packages for each of the named executive officers other than our chief executive officer. In accordance with ourThe compensation committee charter, the compensation committeetypically makes a

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recommendation to our full board of directors with respect to the cash compensation arrangements for our chief executive officer. Our board of directors then evaluates those recommendations and any other information it deems appropriate and determines the applicable cash compensation levels for our chief executive officer.

        Our chief executive officer may also periodically recommend to the compensation committee that certain executive officers receive equity grants. We do not have a formal policy of standard or periodic equity grants to executive officers. However, we have made equity grants to allmost of our named executive officers each of the past three years. These grants are typically based on the executive officers' then-outstanding equity and the responsibilities that such executive officer has managed in the past or is expected to manage in the future, and any other factors deemed relevant by the compensation committee.

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Compensation Consultants and Peer Group

        DuringIn 2013 the compensation committee directly engaged Pearl Meyer & Partners ("Pearl Meyer"), an independent compensation consultant, for the purpose of conducting an overall review of our executive compensation programs. Pearl Meyer provides no other services for the Company. As part of its engagement, Pearl Meyer evaluated the base salary, annual non-equity incentive and long-term equity components of our executive compensation programs for our most senior executives, including our named executive officers. Working with Pearl Meyer, the compensation committee developed a peer group consisting of the following companies: Herman Miller, Inc., Steelcase, Inc., HNI Corporation, Kimball International, Inc., Interface, Inc., Movado Group, Inc., and Tumi Holdings, Inc. (the "Peer Group"). In its 2013 review, Pearl Meyer evaluated the competitiveness of our compensation programs using proxy information from the companies included as part of the Peer Group, and also considered data compiled from published surveys of executive compensation for other comparably-sized companies within the durable goods consumer products sectors. The compensation committee considered this data, among other factors, in determining the components and amounts of total compensation that are appropriate for the Company's named executive officers. However, the compensation committee did not establish formal benchmarked compensation targets or ranges for our executive officers based on this information. Instead, this information was used as a general market resource in making compensation decisions regarding base salaries, annual non-equity incentive compensation and longer term equity grants.

Base Salary

        The compensation committee reviews base salary levels for executive officers on an annual basis.basis and any changes are typically made mid-year. Currently, our only named executive officersofficer with formala written employment agreements areagreement is our Chief Executive Officer, Mr. Cogan, and our President and Chief Operating Officer, Knoll Office, Ms. Utter. In determining salaries, we take into consideration individual experience and past performance of the executive officer.Cogan.

        We attempt to set base salaries at levels that are competitive in the industry and in relation to the particular job function of the executive officer. The annual base salary provides a base level of compensation for services rendered during the year and is intended to reward the executive officer for the day-to-day complexities and difficulties of his/her job. We believe this provides the executive with a fair level of compensation, but also enables our annual discretionary non-equity incentive bonuses and equity grants to have a significant motivating impact on the executive officers.

Annual Non-Equity Incentive Bonuses

        We award non-equity incentive bonuses on an annual basis. Our annual incentive bonuses are primarily intended to motivate our executive officers to exceed our performance objectives for the year. Typically, our incentive compensation program is almost entirelyprincipally focused on operating profitsprofit (based on our financial plan for the year and adjusted as necessary to account for one-time and non-recurring items,

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such as restructuring charges, that are not indicative of operating performance). In addition, our awards sometimes include supplemental goals which may be considered by the compensation committee, in its discretion. These additional goals are merely supplemental measures designed to provide the named executive officers with guidance regarding our expectations for performance. Our compensation committee also may, in its discretion, consider the operating performance of our individual business segments; namely, Office, Studio and Coverings, or establish supplemental measures relating to segment performance to the extent there is a relationship between the specific named executive officer's duties and the performance of a particular business segment. We do not use specific quantitative formulas in calculating any of our incentive payments.

        The target payouts on our annual non-equity incentive bonuses are generally betweenaround 100% to 125% of the executive officer's base salary and, therefore, provide an opportunity for the executive

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officer to significantly increase his/her annual cash compensation by delivering strong performance and assisting the company in meeting its financial targets.operating goals. We believe this potential increase in annual cash compensation keeps our executive officers highly motivated and, when performance targets are met and exceeded, appropriately rewarded for their hard work and exceptional performance in what are very demanding jobs.

        The compensation committee determines the amount of each executive's actual non-equity incentive payment principally based on our ability to meet the company's financial targets.operating goals. When appropriate in the discretion of the compensation committee, an assessment of the officer's progress toward achieving supplemental goals, strategic initiatives or an evaluation of specific business segment performance may be conducted. As explained above, in accordance with ourthe compensation committee charter, the compensation committeetypically makes a recommendation to the board of directors with respect to the annual incentive payments for the chief executive officer, and the board of directors makes the final determination of such amounts. These annual payments are disclosed in the "non-equity incentive plan compensation" column of the Summary Compensation Table below.

        The compensation committee has significant flexibility to increase or decrease the amounts paid under the non-equity incentive awards, regardless of whether the targets are achieved. Rather than relying on rigid formulas and calculations, we use our judgment and discretion to determine payouts that we believe are appropriate under the circumstances. The decision to increase or decrease an actual payout under the award is generally based on a variety of factors we deem appropriate, including, without limitation, our overall performance for the year, the individual executive's performance, the business environment existing during the year and any extraordinary obstacles that may have arisen during the course of the year. Our officers can be significantly rewarded when the company and individual performance measures are exceeded. Conversely, our officers generally receive significantly smaller cash payouts when our company and/or individual performance measures are not met.

        By structuring these annual incentive bonuses in a way that permits us to exercise discretion and to consider individual performance metrics related specifically to the role of the executive officer, as well as overall company performance (typically operating profit), we enable our executive officers to have a more direct impact on the ultimate payout under their individual annual incentive bonuses. Although their individual performance impacts the overall company performance metric, the satisfaction of that company metric is dependent on the performance of many other parts of the company and can also be impacted by general economic factors outside of anyone's control. In the event overall company performance falls short of the desired target in any given year, we can adjust the payout downward under the award for some executive officers, and at the same time reward other executive officers who met or exceeded their individual performance targets or otherwise performed in a manner that deserved additional recognition, as we determine to be equitable.

        The financial targets used in our annual non-equity incentive compensation programs generally relate to our annual financial plan that is submitted to and approved by our board of directors in

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December of the prior year. Accordingly, these awards are intended to motivate and drive our officers to achieve (and exceed) those financial plan targets. While supplemental goals may be included, our annual operating profitsprofit performance is generally central to our compensation decisions.

Long-term Incentive Compensation—Equity Grants

        We believe that our executive officers should have significant equity interests, and have designed our compensation programs accordingly. Long-term incentive compensation is a key component of our executive compensation program and serves a retention, motivation and reward function. Equity awards also align the interests of our executive officers with those of our stockholders and reward our executive officers by allowing them to share in any appreciation in the value of our common stock. They are designed to reward a longer performance horizon than our annual non-equity incentive

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bonuses, typically three to five years, which also serves to mitigate the risk that an executive officer would overly focus on short-term goals to the detriment of the company's long-term success.

        Stock Options and Stock Option Grant Policy.    In 2007, we adopted a stock option grant policy. The stock option grant policy provides that all stock option grants will be approved at a meeting (including telephonic meetings) and not by written consent. Under this policy, stock options will only be granted on a quarterly basis and the effective date of each grant will be the third trading day after our next public announcement of quarterly or annual financial results following the date the compensation committee meets to consider (and approve) such grants. The exercise price of stock options will be the closing price of our common stock on the New York Stock Exchange as of the effective date of each grant. Restricted stock or restricted stock unit awards are not expressly covered by the terms of the stock option grant policy, but we generally intend to treat the grant of restricted stock awards in a similar manner.

        Our stock option grants typically vest over a four or five year period following the date of grant, but vesting is accelerated upon a change-in-control of the company. Outstanding stock options are generally forfeited when an officer ceases to be employed by the company. However, depending on the reasons for the separation of employment (i.e., death, disability, or cause), our option grants have historically permitted grantees to hold options that were vested at the time of the separation for up to one year. Unvested stock options are forfeited immediately upon separation of employment.

Restricted Shares—Time and Performance Features.Vesting.    We periodically grant time and performance vestedvesting restricted shares to our executive officers and other key employees. These restricted share grants have historically beenare typically structured to vest at the earlier of our achievement of certain performance targets or on a specified anniversary date, generally between the third and fifth anniversary of the date of grant, at which point the restrictions on the shares lapse and the vested shares may be voted and disposed of by the grantees. The vesting of the restricted shares can also accelerate (on a pro rata basis) upon a change-in-control of the company, death, disability and upon termination without cause. Unvested restricted shares are forfeited if the grantee voluntarily leaves the company prior to the vesting or is terminated for "cause" (as defined in the applicable restricted share agreement or stock incentive plan). Dividends that accrueare paid on our common stock during the vesting period of any restricted shares are typically accrued and paid out to the grantee when the restricted shares vests.

        Performance-Based Restricted Share Awards—Time Vesting.Stock Units.    In additionFollowing the Pearl Meyer Compensation Study, we began to our timegrant performance-based restricted stock units. These grants have been structured such that fifty (50%) percent of the award vests if the Company achieves certain three-year operating profit targets and performance vestedthe remaining fifty percent (50%) of the award vests if the Company's total shareholder return (calculated in accordance with the applicable restricted shares discussed above, westock unit agreement) exceeds the median total shareholder return of the Peer Group. We believe these grants have granted time-vested restricted shares toboth a strong retentive influence on our named executive officers and, other key employees. Theseat the same time, keep them appropriately motivated by incentivizing them to achieve our financial goals and deliver returns for our shareholders. In order for our executive officers to earn all of their performance-based awards, typically vest over a threethey need to five year period following grant. Although these awards differ from the time and performance vested restricted shares as they do not have an accelerated vesting feature conditioned on the achievement ofsuccessfully deliver operating profit targets, they do, however, provide for pro rata accelerated vesting upon a change-in-control, death, disability or termination without cause. These grants are primarily designedand generate shareholder returns which compare favorably to ensure the services of our senior leadership team over at least the next few years.peers.

        Retention Feature.    When an executive officer leaves the company stock options and unvested restricted share and stock unit awards are generally forfeited. The amount of equity provided to an executive officer is typically evaluated with a view to making sure that the equity (whether restricted shares, units, stock options, or both)otherwise) has significant enough value that the forfeiture of the equity upon voluntarily leaving the company significantly discourages our executive officers from seeking other employment opportunities and from entertaining other employment opportunities that may otherwise arise.

        We believe restricted shares are particularly effective retention tools because they can maintain value in spite of fluctuations in our stock price. Stock options have an exercise price that, based on fluctuations in our stock price, can exceed the market price of our stock, causing the stock options to be of little or no value. Restricted shares have no exercise price feature and therefore tend to better maintain value in response to fluctuations in our stock price.

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        Motivation and Reward Feature.    In addition to the retention aspect of restricted shares and stock options and restricted stock,units, we also believe stock option and restricted share and stock unit awards serve a motivation and reward function. The higher our stock price at vesting, the more valuable these equity awards become to the grantee. Over the vesting period, grantees can increase the value of these equity awards (and, therefore, their overall compensation) to the extent their individual performance can positively impact the company's overall performance and result in an increase in our stock price. We, therefore, believe these equity awards motivate the grantees to accomplish desired performance and, to the extent our stock price responds to our overall performance, these restricted shares can result in significant value to our officers, rewarding them for their hard work and exceptional performance.

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        We do not apply a formula for determining the specific equity award levels for our executive officers. Rather, the determination is a result of the compensation committee's discretion and judgment as to what is appropriate in light of all of the circumstances, including our strategic and operational objectives, our stock price, the responsibilities of the executive officers, the amounts of the executive officers' then-outstanding equity awards and any other factors that the compensation committee determines are relevant. In exercising its discretion, the compensation committee relies on the individual experiences and perspectives of its members and dialogue with our chief executive officer in evaluating whether the specific recommended grant levels will have the desired effect.

        Stock Ownership Policy.    In August 2007, we adoptedWe maintain a Stock Ownership Policy that is applicable to our directors and named executive officers. Under the policy, our namedchief executive officersofficer and chief financial officer are required to own equity equal to at least four times their base salary and our other executive offers are required to own equity equal to at least one times their base salary. Our directors are required to own equity equal to at least four times their annual cash retainer.retainer under the policy. There is a five year transition period to allow individuals to become compliant with the policy. Please see the policy, which is available on our website atwww.knoll.com, for more detailed information on how stock and equity derivatives are valued and other details of the policy. We believe this policy helps further our desire to have our named executive officers' interests aligned with the interests of our stockholders.

Pension and Retirement Benefits

        Our executive officers who joined Knoll prior to January 1, 2011 participate in the Knoll Pension Plan, a noncontributory defined benefit plan, which covers all ofplan. Mr. Cogan is our regular full-time or part-time U.S. associates,only executive officer who are not covered by a collective bargaining agreement. The plan provides retirementaccrued additional benefits for service starting on or after March 1, 1996, and participants become 100% vested after five years of service. Effective January 1, 2012, we elected to closeunder the Knoll Pension Plan to new participants and to freeze benefit accruals for participants with fewer than seventy "points" (age plus years of service) in order to manage the volatility and risk to the company associated with offering a traditional pension plan. Associates with greater than seventy points were permitted to either: (a) remain in2015. Effective January 1, 2016, the Knoll Pension Plan or (b) elect to receive matching and profit-sharing contributions underwas frozen for all participants, including Mr. Cogan. For more information on the Knoll Pension Plan, see "Pension Benefits" on page 39. Our other executive officers participate in the Knoll Retirement Savings Plan our existing 401(k) Plan. Mr. Cogan and Mr. McCabe are fully vested under the Knoll Pension Plan and have electedpursuant to remain in the plan and will continue to accrue additional benefits beyond January 1, 2012. However, as result of this decision, Mr. Cogan and Mr. McCabe are not entitled to company contributions under the Knoll Retirement Savings Plan. Ms. Utter and Mr. Pardo are fully vested in the Knoll Pension Plan, but ceased to accrue additional benefits under the Plan effective January 1, 2012. Messrs. Spray, Pardo and Blom and Ms. Utter received companywhich they receive matching contributions of 50% of their voluntary contributions, to the Knoll Retirement Savings Plan up to a maximum amount of 6% of eligible compensation, (for a maximum company match of 3% of eligible compensation), plus profit sharingpotential profit-sharing and transition contributions available to all Knoll associates who are unable to participate in the Knoll Pension Plan.

        Upon the earlier of the 5^th anniversary of participation in the Knoll Pension Plan, or the participant turning age 65, participants become entitled to a pension benefit at normal retirement age (65, 66, or 67, dependingbased on the participant's date of birth) of 1.55% of their career compensation,

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which is defined in the Knoll Pension Plan as the sum of the participant's compensation earned for each calendar year starting with the later of the date of hire or March 1, 1996. Annual compensation under the plan is limited to certain dollar amounts set each year by applicable U.S. law. In addition, the plan provides for a minimum benefit per year of participation of $300.

        Upon retirement, participants in the Knoll Pension Plan may elect to receive benefits as a life annuity, joint and survivor annuity, or life annuity with a period certain. Early retirement is available for participants age 55 or older with at least 5 years of service. Benefit payments for early retirement may be reduced by¹/2 of 1% for each month's payment before normal retirement age depending on the participant's age and yearslength of service at the time of such early retirement.service.

Severance and Change-in-Control Benefits

        We have a severance pay plan that generally applies to all of our regular full-time or part-time U.S. employees, including our named executive officers, who are not covered by a collective bargaining agreement. In general, the severance pay plan provides for severance payments to eligible employees if their employment is involuntarily severed in connection with a job elimination. The plan is intended to provide employees with compensation when their jobs are eliminated for business or economic reasons (such as in connection with a workforce reduction due to poor sales volume); however, no compensation is payable in the event of a performance-related termination. All of our named executive officers, other than Mr. Cogan, Ms. Utter and Mr. Spray, are technically covered by the severance pay plan, although it is unlikely that the termination of one of our named executive officers would ever constitute a job elimination within the meaning of the plan. For a more detailed discussion of the severance pay plan, see "Potential Payments Upon Termination or Change-in-Control—Severance Pay Plan".

        We have agreed to provide Mr. Cogan Ms. Utter and Mr. Spray with severance benefits upon certain separations of theirhis employment. Mr. Cogan and Ms. Utter areis entitled to severance benefits if (i) their respectivehis employment is terminated by us for any reason other than cause or in connection with a disability or death, of the executive, (ii) we elect not to renew the employment agreement, or (iii) in the case of Mr. Cogan, the employment agreement is terminated by Mr. Cogan in connection with a material breach of the employment agreement by us. These severance benefits are contained in an employment agreementsagreement between us and each of Mr. Cogan and Ms. Utter. Under the terms of his offer letter, Mr. Spray is entitled to severance benefits if he is terminated by us without cause during the first 12 months of his employment.Cogan. For more details on these benefits, see "Potential Payments Upon Termination or Change-in-Control—Severance Under Employment Agreements".

        If the severance provisions are triggered under Mr. Cogan's employment agreement, he is entitled to the sum of (i) 200% of his then base salary, plus (ii) the average of the annual bonuses paid to him for the two completed fiscal years that immediately proceeded the fiscal year of the termination. If the severance provisions under Ms. Utter's employment agreement are triggered, Ms. Utter is entitled to the sum

Table of 100% of her then base salary. If the severance provisions under Mr. Spray's offer letter are triggered, Mr. Spray is entitled to 12 months of his base salary.

        Ms. Utter joined Knoll with the expectation that she would receive primary consideration to succeed Mr. Cogan as chief executive officer. Accordingly, Ms. Utter's employment agreement also provides for a severance equal to 100% of her then base salary if she terminates her employment with the company because Mr. Cogan ceases to be employed as the company's chief executive officer between January 1, 2010 and December 31, 2015 and Ms. Utter is not appointed by the company's board as his replacement.Contents

        The severance benefits provided to Mr. Cogan and Ms. Utter were designed, in part, as an inducement to Mr. Cogan and Ms. Utter to serve as our Chief Executive Officer, and President and Chief Operating Officer, Knoll Office, respectively, and as consideration for theirhis willingness to agree to a non-competition arrangement. The severance arrangements were also structured to provide

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Mr. Cogan and Ms. Utter with a certain measure of job security and protection against termination without cause and termination or loss of employment through no fault of Mr. Cogan or Ms. Utter.Cogan.

20132015 Compensation—Analysis

        In making compensation decisions with respect to payouts under our 20132015 non-equity incentive awards, our compensation committee primarily considered our overall performance.strong operating performance relative to our 2015 target and year-over-year improvement across our business segments. We generateddelivered industry-leading performance relative to our publicly-traded peers and strong top and bottom line growth to close out 2015. Overall operating profitsprofit was $101.1 million for 2015, an increase of $41.1$24.3 million, or 4.8%31.6%, from operating profit of net sales, a decrease$76.8 million for 2014. After adjusting for one-time expenses, our operating profit for 2015 was $113.5 million, or 110% of 53.3% when compared to 2012 and below our 2013 target of $71$103 million. Based on this performance, the compensation committee exercised its discretion under the non-equity incentive program to pay out annual non-equity incentive bonuses that were significantly belowat or above target levels. WeBase salaries for certain executive officers were also deferred salary increases forincreased effective July 1, 2015 in order keep pace with our named executive officers.competitors.

Chief Executive Officer

        In 2013, Mr. Cogan received awas paid base salary of $800,000$847,892 based on a rate of $832,000 per annum for the first half of 2015 and a rate of $852,000 per annum for the second half of 2015. Mr. Cogan also received a non-equity incentive bonus of $320,000, 40%$1,000,000, 120% of his target award for 2013 of $800,000.2015. In exercising its discretion to pay lessmore than the target amount, the compensation committee primarily considered our overallstrong operating performance.performance relative to our 2015 operating profit target. As described above, we generated $41.1$101.1 million of operating profits, belowprofit, an increase of 31.6% over 2014. Adjusted operating profit for 2015 was $113.5 million, 110% of our 2013 financial plan.target level of $103 million. Additionally, the compensation committee also considered Mr. Cogan's more active role in our improved performance in the company's Office segment, which gained market share. We also aggressively managed our balance sheet, reducing our leverage ratio, while simultaneously increasing our dividend.

        On February 8, 2013,9, 2015, Mr. Cogan was granted 100,00040,000 restricted shares. Theseshares and 40,000 performance based stock units. The restricted shares cliff vest in one tranche on the third anniversary of the grant date.date of grant. Twenty-five percent of the performance based stock units vest if the company exceeds $225 million of operating profit over a three year period and an additional twenty-five percent of the performance based stock units vest if the company exceeds $255 million of operating profit over a three-year period. The remaining fifty percent of the performance based stock units vest if the total shareholder return of Knoll stock over a three-year performance period exceeds the median total shareholder return of the Peer Group. As explained above, the compensation committee believes these restricted sharesgrants will encouragehave both a strong retentive influence on Mr. Cogan to remain withand, at the company and motivatesame time, keep him appropriately motivated by incentivizing him to achieve our desired performance goals.financial goals and deliver returns for our stockholders.

        In December 2013,2015, we decided to maintaingranted Mr. Cogan's annual salary at $800,000 and granted himCogan a 20142016 non-equity incentive award with a target payment of one hundred percent (100%) of his base salary.

President and Chief Operating Officer, Knoll Office

        In 2013, Ms. Utter received a base salary of $400,000 and a non-equity incentive bonus of $150,000, 30% of her target award for 2013 of $500,000. In exercising its discretion to pay less than the target amount, the compensation committee primarily considered our overall operating performance in 2013 and the operating profits of our Office segment which were significantly down from 2012.

        On February 8, 2013, we granted Ms. Utter 50,000 restricted shares. These restricted shares cliff vest on the third anniversary of the grant date. As explained above, the compensation committee believes these restricted shares will encourage Ms. Utter to remain with the company and motivate her to achieve our desired performance goals.

        In December 2013, we decided to maintain Ms. Utter's annual salary at $400,000 and granted her a 2014 non-equity incentive award with a target payment of one hundred twenty five percent (125%) of her base salary.

Senior Vice President and Chief Financial Officer

        Mr. Spray was paid base salary of $331,327 based on a rate of $325,000 per annum for the first half of 2015 and a rate of $335,000 per annum for the second half of 2015. Mr. Spray also received a non-equity incentive bonus of $357,000, 110% of his target award. In exercising its discretion to pay

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more than the target amount, the compensation committee primarily considered our strong operating performance relative to our 2015 operating profit target, as well as Mr. Spray's individual contributions during the year, including his management of our balance sheet. As described above, we reduced our leverage ratio from 2.41:1 to 1.67:1 (See Exhibit A on page 51 for more information on the leverage ratio calculation).

        On February 9, 2015, Mr. Spray was granted 9,000 restricted shares and 9,000 performance based stock units. The restricted shares cliff vest in one tranche on the third anniversary of the date of grant. Twenty-five percent of the performance based stock units vest if the company exceeds $225 million of operating profit over a three-year period and an additional twenty-five percent of the performance based stock units vest if the company exceeds $255 million of operating profit over a three-year period. The remaining fifty percent of the performance based stock units vest if the total shareholder return of Knoll stock over a three-year performance period exceeds the median total shareholder return of the Peer Group. As explained above, the compensation committee believes these grants will have both a strong retentive influence on Mr. Spray and, at the same time, keep him appropriately motivated by incentivizing him to achieve our financial goals and deliver returns for our stockholders.

        In December 2015, we granted Mr. Spray a 2016 non-equity incentive award with a target payment of one hundred percent (100%) of his base salary.

Chief Operating Officer

        Mr. Coppola commenced employment with Knoll on September 23, 2013June 1, 2015 with a base salary of $325,000$335,000 and a targeted non-equity incentive bonus of $325,000. Based on our overall operating performance in 2013, the compensation committee exercised its discretion to pay less than the target amount and paid$335,000, which was guaranteed for 2015. Mr. Spray an annual incentive bonus of $200,000, the minimum amount guaranteed under his offer letter for 2013. Mr. SprayCoppola received fifty percent (50%) of this target amount in October 2013 after commencement of his employment. After joining Knoll,at employment commencement. Mr. SprayCoppola also received a lump sum payment of $75,000 under the Knoll Relocation Program and a grant of 110,000$12,000 for temporary living expenses associated with his relocation to Pennsylvania. After joining Knoll, Mr. Coppola also was granted 20,000 restricted shares whichand 20,000 performance based stock units. The restricted shares cliff vest over three years in equal one-third incrementsone tranche on the third anniversary of the date of grant. Twenty-five percent of the performance based stock units vest if the company exceeds $225 million of operating profit over a three-year period and an additional twenty-five percent of the performance based stock units vest if the company exceeds $255 million of operating profit over a three-year period. The remaining fifty percent of the performance based stock units vest if the total shareholder return of Knoll stock over a three-year performance period exceeds the median total shareholder return of the Peer Group. The compensation committee believes that the package offered to Mr. SprayCoppola was reasonable in light of the significant

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responsibilities of his position and will encourage him to remain with the company and motivate him to achieve our desired performance goals.goals

        In December 2013,2015, we decided to maintaingranted Mr. Spray's annual salary at $325,000 and granted himCoppola a 20142016 non-equity incentive award with a target payment of one hundred percent (100%) of his base salary.

Former ExecutiveSenior Vice PresidentPresident—Sales and Chief Financial OfficerDistribution

        Mr. McCabe ceased to act as our Chief Financial Officer on September 23, 2013 and retired from employment on March 1, 2014. In 2013, Mr. McCabe received aMs. Ahrens was paid base salary of $284,365 based on a rate of $285,000 per annum for the first half of 2015 and a rate of $295,000 per annum for the second half of 2015. Ms. Ahrens also received and a non-equity incentive bonus of $100,000, 34%$325,000, 114% of hisher target award. In exercising its discretion to pay lessmore than the target amount, the compensation committee primarily considered our strong operating performance in 2013.2015 relative to our 2015 operating profit target. The compensation committee also considered the strong orders performance in our Office segment.

        On February 8, 2013, we9, 2015, Ms. Ahrens was granted Mr. McCabe 25,0007,500 restricted shares; however, these shares were forfeited by Mr. McCabe upon his retirement.

Executive Vice President—Design

        In 2013, Mr. Pardo received a base salary of $265,000 and a non-equity incentive bonus of $100,000, 40% of his target award of $250,000. In exercising its discretion to pay less than the target amount, the compensation committee primarily considered our overall operating7,500 performance in 2013.

        On February 8, 2013, we granted Mr. Pardo 25,000 restricted shares. Thesebased stock units. The restricted shares cliff vest in one tranche on the third anniversary of the grant date.date of grant. Twenty-five percent of the performance based stock units vest if the company exceeds $225 million of operating profit over a three-year period and an additional twenty-five percent of the performance

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based stock units vest if the company exceeds $255 million of operating profit over a three-year period. The remaining fifty percent of the performance based stock units vest if the total shareholder return of Knoll stock over a three-year performance period exceeds the median total shareholder return of the Peer Group. As explained above, the compensation committee believes these restricted sharesgrants will encourage Mr. Pardo to remain with the company and motivate himkeep Ms. Ahrens appropriately motivated by incentivizing her to achieve our desired performance goals.financial goals and deliver returns for our stockholders.

        In December 2013,2015, we decided to maintain Mr. Pardo's annual salary at $265,000 and granted himMs. Ahrens a 20142016 non-equity incentive award with a target payment of one hundred percent (100%) of hisher base salary.

Former SeniorExecutive Vice President—North America Supply ChainDesign

        In 2013, Mr. Blom received aPardo was paid base salary of $265,000$291,173 based on a rate of $285,000 per annum for the first half of 2015 and a rate of $295,000 per annum for the second half of 2015. Mr. Pardo also received a 2015 non-equity incentive bonus of $100,000, 38%$290,000, 102% of his target award of $265,000.award. In exercising its discretion to pay lessmore than the target amount, the compensation committee primarily considered our overallstrong operating performance relative to our 2015 operating profit target and Mr. Pardo's individual contributions, including his leadership in 2013 and the operating profitsour development of our Office segment which were significantly down from 2012.new products.

        On February 8, 2013,9, 2015, Mr. Pardo was granted 5,000 restricted shares and 5,000 performance based stock units. The restricted shares cliff vest in one tranche on the third anniversary of the date of grant. Twenty-five percent of the performance based stock units vest if the company exceeds $225 million of operating profit over a three-year period and an additional twenty-five percent of the performance based stock units vest if the company exceeds $255 million of operating profit over a three-year period. The remaining fifty percent of the performance based stock units vest if the total shareholder return of Knoll stock over a three-year performance period exceeds the median total shareholder return of the Peer Group. As explained above, the compensation committee believes these grants will have both a strong retentive influence on Mr. Pardo and, at the same time, keep him appropriately motivated by incentivizing him to achieve our financial goals and deliver returns for our stockholders.

        In December 2015, we granted Mr. Blom 25,000 restricted shares and in December 2013 we granted Mr. BlomPardo a 20142015 non-equity incentive award with a target payment of one hundred percent of his base salary; however, both of these awards were forfeited upon Mr. Blom's resignation, effective March 28, 2014.$285,000.

Operating ProfitsProfit as a Target

        Although we consider various financial metrics (including revenue growth, gross margins, and earnings per share growth), as well as subjective factors, when making our compensation decisions, we use operating profitsprofit as the primary performance metric under our annual non-equity incentive awards and as the trigger target for accelerated vesting under our restricted stock awards.awards and performance based stock units. We believe that operating profitsprofit is the best financial measurement for evaluating our actual operating performance because it is less subject to non-recurring and non-operating items. When evaluating our performance, we believe items such as our tax rates, asset sales and share buybacks, which impact other financial metrics (like net income or earnings per share), should not be considered. We generally also exclude the impact of one-timeinfrequent or non-recurring items, such as restructuring charges, that are not indicative of

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operating performance, and therefore we generally use adjusted operating profitsprofit when we evaluate our performance or compare our performance with the performance of our competitors.

20142016 Grant of Restricted Shares

        On February 10, 2014,17, 2016, we granted an aggregate of 99,50080,000 time-vesting restricted shares to certain of our named executive officers in the following amounts: Mr. Cogan (60,000(55,000 shares), Mr. Spray (12,500 shares), Ms. Utter (20,000 shares)Ahrens (7,500), and Mr. Pardo (7,500 shares) and Mr. Blom (12,000(5,000 shares). On the same date we also granted 99,50080,000 performance-based stock units to these executive officers in the same amounts. With the exceptionThe restricted

Table of Mr. Blom's shares, which were forfeited effective March 28, 2014, the restricted Contents

shares cliff vest in one tranche on the third anniversary of the date of grant. One-half of the performance based stock units vestsvest if the company exceeds its three yearthree-year operating profitsprofit target and the other half vests if the total shareholder return of Knoll stock over a three yearthree-year performance period exceeds the median total shareholder return of the Peer Group. Under the grant our executive officers can receive additional units equal to twenty-five percent of the target unit award if we significantly exceed our operating profit goals. Unvested restricted shares and stock units are automatically forfeited if the grantee voluntarily leaves the company prior to vesting. TheConsistent with our 2015 equity grants, the compensation committee working with Pearl Meyer's assistance, elected to divide our latest equity grant in this manner in order to simultaneously reward performance, retain our key executives and encourage stock ownership. The compensation committee believes these grants will have both a strong retentive influence on our executive officers and, at the same time, keep them appropriately motivated by incentivizing them to achieve our financial goals and deliver returns for our stockholders. In order for our executive officers to earn all of their performance-based awards, they need to successfully deliver operating profits that generate shareholder returns which compare favorably to our peers. As explained above, the compensation committee determined the specific level of each of these awards by applying its discretion and judgment as to what is appropriate in light of all of the circumstances, including our strategic and operational objectives, our stock price, compensation levels at comparable positions within our Peer Group, the responsibilities of the executive officers and the amounts of the executive officers' then-outstanding equity awards.

Tax Implications of Executive Compensation

        Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), places a limit of $1,000,000 on the amount of compensation that may be deducted by the company in any year with respect to the chief executive officer or any other executive officer covered by Section 162(m) unless the compensation is performance-based compensation as described in Section 162(m) and the related regulations. We have qualified certain compensation paid to executive officers for deductibility under Section 162(m), but we generally pay compensation to our executive officers that may not be deductible, including discretionary bonuses or other types of compensation outside of our plans. In many circumstances we believe that our interests are best served by maintaining flexibility in the way compensation is provided, even if it might result in the non-deductibility of certain compensation under the Code.

Advisory Vote on Executive Compensation

        We have determined that our stockholders should cast an advisory vote on the compensation of our named executive officers on an annual basis. At the 20132015 Annual Meeting of Stockholders, approximately 20% of our stockholders approved,voted for, on an advisory basis, the compensation of our named executive officers, as disclosed in the proxy statement for that meeting pursuant to the compensation disclosure rules of the SEC. Over ninety five percent (95%) of votes cast were in favor of our named executive officer compensation. The compensation committee reviewed the final vote results for this proposal and givendiscussed the significant levelvote with certain stockholders. On the basis of stockholder support, we have notthis evaluation, the compensation committee believes that a supplemental equity retention award made any changes to our CEO in April 2014 was a central focus of our 2014 executive compensation policies or decisions as a resultfor our stockholders. While we respect the opinions expressed by our stockholders, we believe that the equity retention award was reasonable and necessary given our CEO's central role in driving the strategic direction of the vote.company, the length of the vesting period, and the fact that one-half of the award was performance-based. We have determinedalso note that the equity retention award was a one-time event and does not constitute a routine aspect of our compensation program. In total, our CEO compensation for 2015 is approximately seventy percent (70%) less than 2014. The compensation committee believes that our stockholders should cast an advisory vote on the compensation ofprogram is balanced and appropriately rewards our named executive officers on an annual basis.for performance. Accordingly, our board recommends that you vote "FOR" Proposal 3 at the annual meeting. For more information, see "Proposal 3—Advisory Vote on Executive Compensation" in this proxy statement.

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Summary Compensation Table

        The following table sets forth information concerning the compensation awarded to or earned during our fiscal years ended December 31, 2013, 20122015, 2014 and 2011,2013, by our Chief Executive Officer, Chief Financial Officer, and each of our three other most highly compensated executive officers whose total compensation (net of any changes in pension values and non-qualified deferred compensation earnings disclosed in the table below) exceeded $100,000.

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Grants of Plan-Based Awards

        The following table shows all plan-based awards granted to the named executive officers during fiscal year 2013.2015.

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Narrative Disclosure For Summary Compensation Table and Grants of Plan-Based Awards Table

Employment Arrangements with Named Executive Officers

        Mr. Cogan serves as our Chief Executive Officer pursuant to an employment agreement dated March 23, 2001, as amended. Ms. Utter serves as President and Chief Operating Officer, Knoll Office, pursuant to an employment agreement dated March 3, 2008. Effective JanuaryJuly 1, 2008,2015, Mr. Cogan's employment agreement provides for an annual base salary of $800,000$857,000 and, for 2015 and subsequent years, a target annual bonus of at least 100% of base salary based upon the attainment of goals set by our board of directors. Ms. Utter's employment agreement provides for an annual base salary of $400,000.

        The employment agreement for Mr. Cogan expires April 1, 20142016 and renews automatically for additional one-year terms each April 1 unless either party gives 60 days notice of his or its intention not to renew. The employment agreement for Ms. Utter expires December 31, 2014 and renews automatically for additional one year terms unless either party gives 60 days notice of her or its intention not to renew. The agreements may be terminated by us at any time, but if so terminated without "cause," or if we fail to renew the agreements, or, in the case of Mr. Coganif the agreement is terminated by himMr. Cogan following our breach, we must pay the employeeMr. Cogan termination compensation. In the case of Mr. Cogan, theThe termination compensation is an amount equal to 200% of hisMr. Cogan's then current base salary, plus the average of the annual bonuses paid to him for the last two completed fiscal years preceding the fiscal year of termination. In the case of Ms. Utter, the termination compensation is an amount equal to 100% of Ms. Utter's base salary. The agreementsMr. Cogan's agreement also containcontains non-competition, non-solicitation (during the term of the agreement and for two years thereafter for Mr. Cogan and during the term of the agreement and for one year thereafter for Ms. Utter)thereafter) and confidentiality provisions. Mr. Cogan and Ms. Utter areis also entitled to participate in the benefit plans available to our employees generally, including, without limitation, healthcare benefits, the Knoll Retirement Savings Plan and the Knoll Pension Plan, however, Ms. Utter will not accrue any additional benefits under the Knoll Pension Plan effective January 1, 2012.Plan. For more detailed information on the severance benefits provided under these agreements, see "Potential Payments upon Termination or Change-in-Control" below.

        Effective September 23, 2013,July 1, 2015, as approved by our compensation committee, Mr. Spray's annual base salary is $325,000. Mr. Spray also received a guaranteed minimum incentive award of $200,000 and $75,000 in relocation benefits under the Knoll Relocation Program following commencement of his employment.$335,000. On December 5, 2013,3, 2015, our compensation committee granted Mr. Spray an incentive award under our 20142016 Incentive Compensation Program, whereby he can qualify for a target 20142016 non-equity incentive bonus of one hundred percent (100%) of his base salary. There is no guaranteed minimum with respect to Mr. Spray's 2014 non-equity incentive bonus. Mr. Spray is also entitled to participate in the benefit plans available to our employees generally, including, without limitation, healthcare benefits and the Knoll Retirement Savings Plan.

        Effective JanuaryJune 1, 2008,2015, as approved by our compensation committee, Mr. Pardo'sCoppola's annual base salary is $265,000.$335,000. Pursuant to the terms of his original offer letter, Mr. Coppola also was guaranteed an incentive award of $335,000 under our 2015 Incentive Compensation Program, $75,000 in relocation expenses and up to $12,000 in temporary living expenses. On December 5, 2013,3, 2015, our compensation committee granted Mr. PardoCoppola an incentive award under our 20142016 Incentive Compensation Program, whereby he can qualify for a target 20142016 non-equity incentive bonus of one hundred percent (100%) of his base salary. Mr. Coppola is also entitled to participate in the benefit plans available to our employees generally, including, without limitation, healthcare benefits and the Knoll Retirement Savings Plan.

        Effective July 1, 2015, as approved by our compensation committee, Mr. Pardo's base salary is $295,000. On December 3, 2015, our compensation committee granted Mr. Pardo an incentive award under our 2016 Incentive Compensation Program, whereby he can qualify for a target 2016 non-equity incentive bonus of $285,000. Mr. Pardo is also entitled to participate in the benefit plans available to our employees generally, including, without limitation, healthcare benefits, and the Knoll Retirement Savings Plan.

        Effective January 31, 2011,July 1, 2015, as approved by our compensation committee, Mr. Blom'sMs. Ahrens' base salary was $265,000.is $295,000. On December 5, 2013,3, 2015, our compensation committee granted Mr. BlomMs. Ahrens an incentive award under our 20142016 Incentive Compensation Program, however this award was forfeited by Mr. Blom uponwhereby she can qualify for a target 2016 non-equity incentive bonus of one hundred percent (100%) of her base salary. Ms. Ahrens is also entitled to participate in the resignation of his position with Knoll.benefit plans available to our employees generally, including, without limitation, healthcare benefits, and the Knoll Retirement Savings Plan.

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Change-in-Control Provisions and Pension Benefits

        Certain stock option agreements and restricted stock and unit agreements applicable to our named executive officers provide that upon a change-in-control (as defined therein) of our company, 100% of the outstanding options and a pro rata portion of the outstanding restricted shares and stock units will become vested. The pro rata portion of the restricted shares is calculated based on multiplying the total number of restricted shares times a fraction the numerator of which is the number of whole months that have elapsed since the grant date and the denominator of which is the total number of months over which the grant vests.vests, less any shares which previously vested.

        For 2013, Messrs.2015, Mr. Cogan and McCabe participated in the Knoll Pension Plan, a noncontributory defined benefit plan, which previously covered all of our regular full-time or part-time U.S. associates who are not covered by a collective bargaining agreement. The plan provides retirement benefits for service starting on or after March 1, 1996, and participants become 100% vested after five years of service. Commencing on January 1, 2012, the Knoll Pension Plan was closed to participants with fewer than seventy points (defined as age plus completed years of service). Participants with greater than seventy points were givenFor 2015, Mr. Cogan was the option of either (a) electing to continueonly named executive officer continuing to accrue benefits under the Knoll Pension Plan, or (b) electing to receive Company-funded matching, profit sharing and transition contributions under the Knoll Retirement Savings Plan. As a result of this change, commencingEffective January 1, 2012, Mr. Pardo and Ms. Utter no longer accrue benefits under2016, the Knoll Pension Plan. They are, however, entitled to receive matching, profit sharing and transition contributions under the Knoll Retirement Savings Plan and continue to accrue vesting service under the Pension Plan. No other named executive officers arewas frozen for all participants, in the Knoll Pension Plan.including Mr. Cogan. For a more detailedfurther discussion of pension benefits see "Compensation Discussion and Analysis—Pension"Pension Benefits" above and "Potential Payments upon Termination or Change-in-Control" below.

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Outstanding Equity Awards at Fiscal Year-End

        The following table sets forth certain information regarding outstanding option and restricted stockequity awards held by our named executive officers as of December 31, 2013.2015.