Connie Duckworth
STEELCASEAbout Connie K. Duckworth
Connie K. Duckworth is an independent director of Steelcase Inc. (SCS), serving on the Board since 2010. She is age 70. Her background includes a 20-year career at Goldman, Sachs & Co., retiring as a Partner and Managing Director in 2001, and later serving as Chairman and CEO of ARZU, Inc. (2003–2019). The Board cites her capital markets expertise and prior public company board service (MP Materials, Equity Residential, Smurfit-Stone) as core qualifications for continued service . The Board has determined she is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman, Sachs & Co. | Partner and Managing Director; retired 2001 after 20 years | ~1981–2001 | Capital markets and executive leadership experience underpin board finance/governance oversight |
| ARZU, Inc. (non-profit) | Chairman and Chief Executive Officer | 2003–2019 | Non-profit entrepreneurship and leadership experience |
External Roles
| Company/Institution | Role | Tenure | Notes |
|---|---|---|---|
| MP Materials Corp. | Director | Since 2020 | Current public company directorship |
| Equity Residential | Director | 2015–2022 | Former public company directorship |
| Smurfit-Stone Container Corp. | Director | 2004–2010 | Former public company directorship |
Board Governance
- Independence and attendance: The Board determined Duckworth is independent; the Board met 12 times in FY2025, and each director attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 Annual Meeting .
- Committee memberships (FY2025):
- Corporate Business Development Committee (member); 4 meetings .
- Nominating and Corporate Governance Committee (member); 5 meetings .
- Board leadership and executive sessions: SCS separates the Board Chair and CEO roles; the Board regularly meets in executive session without management .
Fixed Compensation (Director)
- Standard non‑employee director compensation in FY2025: Board annual retainer $215,000 (Board Chair $322,500); committee chair retainers: Audit $20,000, Compensation $15,000, Corporate Business Development $15,000, Nominating & Corporate Governance $15,000; Audit Committee member retainer $10,000. Retainers paid 40% cash / 60% Class A stock (directors can elect more stock) .
- Director stock ownership guideline: ≥5x the cash portion of the board annual retainer, to be achieved within five years; all non‑employee directors with ≥5 years’ service are in compliance .
FY2025 actual compensation for Duckworth:
| Component | Amount ($) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | 86,000 | Portion of annual retainer/elected cash |
| Stock Awards (fair value) | 129,000 | Shares issued under plan based on FMV at payment date |
| All Other Compensation | — | None reported |
| Total | 215,000 | Sum of cash and stock |
Equity issuance detail (FY2025):
| Instrument | Shares/Units | Notes |
|---|---|---|
| Shares issued (Class A) | 9,959 | Under director equity portion of retainer |
| Deferred stock credited | — | No deferral elected to stock account |
Performance Compensation (Director)
- No performance-based director pay is disclosed (no options/PSUs for directors; equity is the stock portion of fixed retainer granted as Class A shares). Structure is retainer-driven (40% cash/60% stock) with optional deferral; no performance metrics apply to director compensation .
Other Directorships & Interlocks
| Area | Disclosure |
|---|---|
| Current public boards | MP Materials Corp. (since 2020) |
| Prior public boards | Equity Residential (2015–2022); Smurfit‑Stone Container (2004–2010) |
| Compensation committee interlocks | SCS reports no compensation committee interlocks or insider participation for FY2025; Duckworth is not on the Compensation Committee |
| Related person / interlocks with SCS ecosystem | The Board reviewed transactions with companies affiliated with several independent directors, including Duckworth; none were material and all fell within categorical independence standards |
Expertise & Qualifications
- Former partner/managing director at Goldman Sachs with capital markets expertise, plus extensive non-profit leadership and prior public board service; Board cites these as reasons for nomination .
- Governance oversight: Member of Nominating & Corporate Governance Committee, which oversees director nominations, governance policies, ESG oversight, related‑party policy administration, and Board/CEO evaluations .
Equity Ownership
| Security | Beneficial Ownership | % of Class |
|---|---|---|
| Class A Common Stock | 128,288 shares | <1% (“*” in table) |
Additional alignment and restrictions:
- Hedging and speculative transactions are prohibited for directors; pledging is prohibited unless pre‑approved with strict conditions—and no such pledging approvals have been granted by the Committee .
- Director ownership guidelines require ≥5x cash retainer; all non‑employee directors with ≥5 years are compliant. Duckworth has served since 2010 and therefore falls within the compliant cohort .
Governance Assessment
- Positives:
- Independent director with deep capital markets background and long-tenured board service .
- Active governance role via Nominating & Corporate Governance Committee, which administers ESG oversight, conflicts policy, and board evaluations .
- Strong investor-alignment in director pay structure (60% in stock) and robust director ownership guideline (≥5x cash retainer) with full compliance among seasoned directors .
- Board attendance and engagement are solid (12 meetings; all directors ≥75%; all attended 2024 Annual Meeting) .
- Say‑on‑pay support of 97.5% at the 2024 Annual Meeting, signaling favorable shareholder sentiment toward executive pay oversight .
- Watch items / potential conflicts:
- The company reported ordinary-course transactions with entities affiliated with several independent directors, including Duckworth; none were material and all met independence standards. Continued monitoring is prudent, especially given her external board roles, but no red flags were identified by the Board .
- No Section 16 delinquency flagged for Duckworth; the proxy only notes late filings for another director (Niemann) in FY2025 .
Board Governance (Committee Summary)
| Committee | Role | FY2025 Meetings | Duckworth’s Status |
|---|---|---|---|
| Corporate Business Development | Reviews growth strategy, M&A/divestitures requiring Board approval | 4 | Member |
| Nominating & Corporate Governance | Director nominations, Board composition, governance policies, ESG oversight, related‑party policy, Board and CEO evaluations, director compensation recommendations | 5 | Member |
Fixed Compensation (Structure Reference)
| Element | FY2025 Amount/Structure | Notes |
|---|---|---|
| Board Annual Retainer (Director) | $215,000 | 40% cash / 60% stock; election available to increase stock portion |
| Committee Chair Retainers | Audit $20,000; Compensation $15,000; Corporate Business Development $15,000; Nominating & Corporate Governance $15,000 | Paid 40% cash / 60% stock |
| Audit Committee Member Retainer | $10,000 | Cash |
| Benefits | Access to medical/dental/vision at director-paid premiums (outside directors) | Optional participation |
| Deferral | Non‑Employee Director Deferred Compensation Plan available; deemed investment in Class A stock or funds | Equity portion must be deferred into deemed Class A if deferred |
Performance Compensation
- None for directors (no performance metrics, options, or PSUs disclosed for non‑employee directors). Equity reflects the stock portion of the fixed retainer granted as Class A shares .
Other Notes
- Insider trading policy prohibits hedging/shorting and restricts pledging; no pledging approvals have been granted for directors .
- Committee charters and governance policies are publicly available on SCS’s IR site; Board enforces age‑75 retirement policy for directors .