Cathy Ross
STEELCASEAbout Cathy Ross
Cathy D. Ross (age 67) is an independent director of Steelcase Inc. (SCS) since 2006. She is the former Executive Vice President and Chief Financial Officer of Federal Express Corporation (a FedEx Corporation subsidiary), serving as EVP & CFO from 2010 until her retirement in 2014 after a 30‑year finance career at FedEx; she is qualified as an Audit Committee Financial Expert and currently serves on SCS’s Audit and Nominating & Corporate Governance Committees . The Board has affirmatively determined Ross is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Express Corporation (FedEx Corp. subsidiary) | Executive Vice President & Chief Financial Officer | 2010–2014 (retired in 2014 after 30‑year finance career) | Senior finance leadership; Audit Committee Financial Expert credential recognized by SCS |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ball Corporation | Director | Since 2017 | Current public company directorship |
| Avon Products, Inc. | Director | 2016–2018 | Prior public company directorship |
Board Governance
- Independence: Independent director under NYSE standards; Board reviewed potential relationships and found no material transactions affecting independence .
- Committees: Audit Committee member (Audit Committee Financial Expert) and Nominating & Corporate Governance Committee member .
- Committee activity: Audit Committee met 8 times in FY2025; Nominating & Corporate Governance met 5 times .
- Board activity: Board met 12 times in FY2025; all directors attended at least 75% of Board and committee meetings and attended the 2024 Annual Meeting .
- Risk, compliance, and governance: Audit Committee reports on financial reporting integrity and auditor independence; Nominating & Corporate Governance oversees ESG, board evaluations, director compensation, conflicts policy, and related‑party transactions .
Fixed Compensation
| Item (FY2025) | Amount | Structure / Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $96,000 | Includes cash portion of board and committee retainers; audit member retainer is paid in cash |
| Stock Awards | $129,000 | Equity portion of board retainer (paid in Class A common stock or deferred as stock units) |
| Total | $225,000 | No meeting fees; reimbursements only for reasonable out‑of‑pocket expenses |
| Standard Board Annual Retainer (Director) | $215,000 | Payable 40% cash / 60% shares; directors may elect more equity |
| Audit Committee Member Retainer | $10,000 | Payable in cash |
| Committee Chair Retainers (not applicable to Ross in FY2025) | Audit $20,000; Comp $15,000; CBD $15,000; Nominating $15,000 | Payable 40% cash / 60% shares |
Performance Compensation
| Performance‑linked elements tied to director compensation | Status |
|---|---|
| Performance metrics (e.g., TSR/ROIC) | None disclosed for non‑employee directors; director pay consists of retainers paid in cash and stock, with option to defer; no performance bonus or options |
| Annual/long‑term performance awards for directors | Not applicable; ICP sets limits and minimum vesting for share‑settled awards, but standard director compensation is not performance‑based |
Note: SCS maintains a robust clawback policy and minimum one‑year vesting for share‑settled awards under the Incentive Compensation Plan; awards under the ICP are subject to recoupment under applicable exchange rules and the company’s policy, though these provisions principally address executive compensation rather than standard director retainers .
Other Directorships & Interlocks
| Company | Relationship to SCS | Potential Interlock/Conflict |
|---|---|---|
| Ball Corporation | No related‑party transactions disclosed with Ball in FY2025 | None disclosed; Ross remains independent |
| Avon Products, Inc. (prior) | Prior service ended 2018 | None currently |
Expertise & Qualifications
- Audit Committee Financial Expert; deep financial literacy and oversight experience .
- Senior executive leadership at a global public company (FedEx); extensive finance career .
- Public board experience across multiple companies (Ball; prior Avon) .
Equity Ownership
| Measure | Amount / Status |
|---|---|
| Class A Common Stock Beneficially Owned | 3,611 shares; less than 1% of Class A |
| Class B Common Stock Beneficially Owned | None |
| Deferred Stock Credited in FY2025 (from equity retainer) | 9,959 shares credited under the Non‑Employee Director Deferred Compensation Plan |
| Total Deferred Stock (as of FY2025 year‑end) | 190,657 shares credited under the Director Deferred Compensation Plan |
| Director Stock Ownership Guideline | ≥5× the portion of the board annual retainer payable in cash; achieve within 5 years |
| Compliance Status | All directors with ≥5 years service are in compliance (Ross has served since 2006) |
| Hedging/Pledging Policy | Directors prohibited from hedging/speculative transactions; pledging prohibited unless pre‑approved—no such approvals have been granted |
Governance Assessment
- Strengths: Independent status; Audit Committee Financial Expert credential; active committee service (Audit; Nominating & Corporate Governance); robust attendance standards met; strong ownership alignment via substantial deferred stock and compliance with director ownership guidelines; stringent insider trading policy (no hedging/speculative transactions; limited pledging) .
- Compensation alignment: Balanced cash/equity mix (40%/60%) with equity paid in Class A shares or deferred; no meeting fees; reasonable director compensation caps under ICP; minimum one‑year vesting for share‑settled awards supports long‑term orientation .
- Conflicts: No related‑party transactions disclosed for Ross; broader related‑party exposures (e.g., dealership owned by another director) are reviewed and approved under policy; independence of Ross affirmed .
- Shareholder signals: Say‑on‑pay support of 97.5% in 2024 suggests general investor confidence in compensation governance (executive program), indirectly supportive of board oversight quality .
RED FLAGS: None disclosed specific to Ross. Company‑level related‑party dealership transactions (another director) are reviewed under policy; no hedging/pledging approvals for directors mitigate alignment risks .