Catherine Schmelter
STEELCASEAbout Catherine C. B. Schmelter
Catherine C. B. Schmelter, age 56, has served as an independent director of Steelcase Inc. since 2019. She is Executive Vice President and President, Consumer Self-Care Americas and Global Portfolio Optimization at Perrigo Company plc (since September 2023), with prior leadership roles at TreeHouse Foods (2016–2022) and Kraft Foods Group (2005–2015). Her core credentials span strategy, branding, sales, marketing, innovation and finance, leading to her appointment as Chair of Steelcase’s Compensation Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Perrigo Company plc | EVP & President, Consumer Self-Care Americas and Global Portfolio Optimization | Sep 2023 – present | Senior operating leadership in branded consumer self‑care portfolio optimization |
| TreeHouse Foods, Inc. | SVP, Chief Transformation Officer; SVP, Division President, Meal Solutions; President, Condiments & Head of Sales – Foodservice & Canada | 2016 – 2022 (roles 2017–2022) | Led enterprise transformation and divisional P&L; commercial leadership across channels/geographies |
| Kraft Foods Group | Vice President, Meals | 2012 – 2015 (with Kraft 2005–2015) | Category leadership; innovation and brand stewardship |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Perrigo Company plc | Executive Vice President & President | Sep 2023 – present | Public company executive role; not disclosed as a board directorship |
No other public company directorships are disclosed for Schmelter.
Board Governance
- Independence: Board determined Schmelter is independent under NYSE standards; board reviewed transactions with affiliates of independent directors and found none material, within categorical standards.
- Committee assignments: Compensation Committee Chair; Executive Committee member; Nominating & Corporate Governance Committee member.
- Attendance: Board met 12 times in FY2025; each director attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting.
- Board leadership: Non‑executive Board Chair (Robert C. Pew III) separate from CEO; regular executive sessions presided by the Chair.
- Related‑party oversight: Nominating & Corporate Governance Committee administers Related Person Transactions Policy; charters and governance materials are publicly posted.
Fixed Compensation
| Component | FY2025 Standard | Catherine Schmelter Actual FY2025 |
|---|---|---|
| Board annual retainer | $215,000 (40% cash / 60% stock) | Fees earned in cash: $92,000; Stock awards: $138,000; Total: $231,706; All Other Comp: $1,706 (taxes on a chair gift) |
| Compensation Committee Chair retainer | $15,000 (40% cash / 60% stock) | Included in amounts above (paid via board/committee retainers) |
| Other committee chair/member fees | Audit Chair: $20,000; Corporate Business Development Chair: $15,000; Nominating & Corporate Governance Chair: $15,000; Audit Committee Member: $10,000 | Not an Audit Committee member; Executive Committee has no separate charter/retainer |
| Cash vs Equity mix | 40% cash / 60% stock for board and committee chair retainers; audit member retainer in cash | Cash $92,000; Stock $138,000 |
| Deferred compensation election | Non‑Employee Director Deferred Compensation Plan available; deemed investment in Class A common | Deferred stock credited: 10,655 shares; no shares issued (she deferred equity portion) |
Performance Compensation
- Directors do not receive performance‑based pay (no options/PSUs). Compensation is retainer‑based, with equity paid as Class A common under the Incentive Compensation Plan and minimum one‑year vesting for share‑settled awards.
Other Directorships & Interlocks
- Public company board seats: None disclosed.
- External executive post: EVP/President at Perrigo (public company).
- Interlocks/transactions: The company disclosed selling to or buying from companies affiliated with independent directors (including Schmelter) in FY2025; none were material and all met categorical independence standards.
- Related party transactions governance: Policy administered by Nominating & Corporate Governance Committee; framework includes thresholds and approval processes.
Expertise & Qualifications
- Functional expertise: Strategy, branding, sales, marketing, innovation, finance; committee leadership as Compensation Chair.
- Governance toolkit: Independent compensation consultant (CAP) engaged by Compensation Committee; no other services; no conflicts identified.
- Pay practices: Robust clawback policy (2023) and prohibition on hedging/speculative transactions; pledging is generally prohibited and requires pre‑approval—no pledging approvals have been granted.
Equity Ownership
| Category | Amount |
|---|---|
| Class A shares beneficially owned (May 12, 2025) | 0 |
| Class B shares beneficially owned (May 12, 2025) | 0 |
| Deferred stock credited (FY2025 year‑end) | 68,898 deemed shares under Non‑Employee Director Deferred Compensation Plan |
| FY2025 deferred equity credits | 10,655 deemed shares; no shares issued (due to deferral election) |
| Ownership guidelines | Directors must hold ≥5× cash portion of board retainer within 5 years; all directors with ≥5 years tenure are in compliance (Schmelter joined in 2019) |
Insider trading policy prohibits hedging and speculative transactions; pledging is prohibited absent specific approvals (none granted).
Compensation Committee Analysis (Context for Committee Chair)
- Independent consultant: CAP serves the Compensation Committee exclusively; scope covers incentive design changes and market practices; no conflicts.
- FY2025 incentive design (executive program): Annual MIP metrics—ROIC and Net Income with +/‑10% DEI strategic modifier; LTI mix 60% performance units (three‑year average ROIC 60%, annual organic revenue growth 20%, rTSR 20%) and 40% RSUs.
- Governance features: No repricing; no share recycling; minimum one‑year vesting for share‑settled awards; director comp cap ($750k; exceptions to $1M only in extraordinary circumstances).
Say‑on‑Pay & Shareholder Feedback
| Meeting | Proposal | For % | Notes |
|---|---|---|---|
| 2024 Annual Meeting | Advisory vote to approve NEO compensation | 97.5% | Occurred after FY2025 decisions; no program changes in response to criticism |
| 2025 Annual Meeting | Advisory vote to approve NEO compensation | 93.2% | Continued strong support |
Shareholder Voting—Director Election (2025)
| Nominee | For % | Against % | Abstain % | Broker Non‑Votes |
|---|---|---|---|---|
| Catherine C. B. Schmelter | 83.3% | 14.0% | 2.7% | 11,315,000 |
Governance Assessment
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Strengths
- Independent director with deep operating experience; chairs Compensation Committee—signals robust pay governance.
- Strong attendance and engagement; Board separates Chair and CEO and holds regular executive sessions.
- Policies: No hedging/speculation; pledging tightly restricted; clawback policy aligned with SEC/NYSE; no repricing/share recycling; minimum vesting; director comp capped.
- Independent compensation consultant; no conflicts; say‑on‑pay support remains high (93–98%).
-
Potential conflicts/risks
- Dual role as a Perrigo EVP may present perceived interlocks; company disclosed transactions with companies affiliated with independent directors (including Schmelter) but deemed non‑material and within categorical independence standards.
- Beneficial ownership: No direct Class A/B holdings reported; alignment relies on deferred stock units and compliance with director ownership guidelines (company states all directors with ≥5 years tenure are compliant).
-
Red flags observed
- None specific to Schmelter: no late Section 16 filings noted for her (late filings disclosed for another director), no related‑party transactions specific to her, no pledging approvals granted.
Overall, Schmelter’s committee leadership, attendance, and adherence to stringent governance policies support board effectiveness and investor confidence; monitoring of any Perrigo‑related dealings remains prudent, but independence was affirmed and transactions were non‑material in FY2025.