David Sylvester
STEELCASEAbout David Sylvester
David C. Sylvester is Senior Vice President and Chief Financial Officer of Steelcase Inc., serving as CFO since 2011 and having joined Steelcase in 1995; he holds a B.S. in Accounting and an MBA in Finance from Michigan State University and is age 60 . Company performance in FY2025 improved: net income rose to $120.7 million with diluted EPS $1.02, gross margin expanded 110 bps, and orders grew 4% (Americas +6%, International −4%), while TSR over 2021–2025 remained roughly flat (value of $100 investment moved from $88 to $89) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Steelcase Inc. | Senior Vice President, Chief Financial Officer | 2011–present | Longest-serving CFO; led operational footprint transformation; launched Global Business Centers |
| Steelcase Inc. | Vice President; Principal Accounting Officer; Global Operations Finance | 2005–2011 | Finance leadership across global operations; principal accounting oversight |
| Steelcase International | Finance Leader | 1999–2005 | Supported global business across 50 countries; footprint strategy support |
| Steelcase Inc. | Joined Steelcase; Manager Financial Reporting & Planning; Director/Assistant Controller | 1995 onward | Built finance processes leading to public-company transition in 1998 |
| PricewaterhouseCoopers (Chicago) | Audit/finance roles | Pre-1995 | External audit experience; CPA affiliations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Steelcase Jeraisy (Saudi Arabia) | Board member | n/d | Joint venture oversight |
| One Workplace (U.S. West Coast) | Board member | n/d | Dealer-partner governance |
| Various non-profits (West Michigan) | Board roles | n/d | Community engagement |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | $625,000 | $663,942 | $705,385 |
| Base Salary set for year ($) | $635,000 (effective FY2024) | $670,000 (FY2024 plan) | $700,000 (FY2025 plan; +4.5%) |
| Target Bonus (MIP % of Base) | 80% | 80% | 80% |
| Long-Term Incentive Target (% of Base) | 180% | 200% | 200% |
Performance Compensation
| Component | Metric | Weighting | Target | Actual/Payout FY2025 | Vesting/Notes |
|---|---|---|---|---|---|
| Annual MIP (ROIC) | ROIC | 30% of base | 8.25% ROIC | Actual 12.00% → 137% of target | Paid in cash |
| Annual MIP (Net Income) | Net Income + Strategic Goal Modifier | 50% of base | $94.2m plan target (95–105% of plan = target) | Actual 120% of plan → 200%; +5% DEI modifier → 210% total | Paid in cash |
| CFO MIP Outcome | Cash payout | — | Target $553,660 | Earned $1,011,122 (183% of target) | Paid post year-end |
| Long-Term Incentive – Performance Units (FY2025 grant) | 3-yr Avg ROIC | 60% | 8.25% target; 3.25–11.25% range | Earn over FY2025–FY2027; trending above target as of FY2025 | Vest end FY2027 |
| Long-Term Incentive – Performance Units (FY2025 grant) | Annual Organic Revenue Growth | 20% | +5% target; 0–8% range | 1/3 earned each year FY2025–FY2027 | Vest end FY2027 |
| Long-Term Incentive – Performance Units (FY2025 grant) | Relative TSR (vs S&P MidCap 400) | 20% | 50th percentile target; 25th–75th range; 50–200% payout scale | 3-year rTSR modifier at vest | Vest end FY2027 |
| LTI Target – CFO | PUs target shares; RSUs shares | — | 63,000 PUs; 42,000 RSUs | Grant-date values: PUs $805,140; RSUs $536,760 | RSUs vest end FY2027 |
| Legacy PUs (FY2023 award outcome) | Operating Income (75%); Revenue (25%); rTSR modifier | — | Annual targets per plan | 3-year payout: 112.1% of target | Settled FY2025 |
| Shares Vested in FY2025 – CFO | RSUs & PUs | — | — | 98,142 shares; $1,096,170 value | Value based on closing price at vest |
Equity Ownership & Alignment
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership – Class A | 474,723 shares; <1% of class | As of May 12, 2025 |
| Ownership guideline | 3x base salary; in compliance | 5-year window to comply; includes RSUs & PUs at target |
| Outstanding RSUs (FY2025 YE) | 65,100 shares ($791,616 market value at $12.16) | Vest end FY2026 |
| Outstanding RSUs (FY2025 YE) | 42,000 shares ($510,720 market value) | Vest end FY2027 |
| Unearned Performance Units (FY2025 YE) | 156,158 max shares ($1,898,881 market value) | FY2024–FY2026 cycle; vest end FY2026 |
| Unearned Performance Units (FY2025 YE) | 126,000 max shares ($1,532,160 market value) | FY2025–FY2027 cycle; vest end FY2027 |
| Pledging/Hedging policy | Executives prohibited from pledging/hedging; no director pledging approvals to date | Insider Trading Policy; directors only by pre-approved exception |
| Insider Form 4 activity | Form 4 fetch encountered access issue; further analysis pending | Insider-trades tool returned 401 Unauthorized during attempted retrieval (Nov 19, 2025); will update when access restored |
Employment Terms
| Provision | Terms | CFO-Specific Quantification |
|---|---|---|
| Employment contracts | No employment contracts with NEOs | — |
| Executive Severance Plan (ESP) – termination without cause | Cash severance = base salary + target MIP; RSUs vest; PUs forfeited unless retirement-eligible | $1,260,000 cash; plus LTI treatment; $33,359 COBRA/outplacement |
| ESP – change in control (awards not assumed) | Equity vests/payable at greater of target or actual; no severance unless terminated | LTI value $3,859,285 |
| ESP – termination after change in control (double trigger) | Cash severance = 2x(base + target MIP); SERP credited +2 years; COBRA/outplacement; equity as per plan | $2,520,000 cash; SERP $2,101,830; COBRA/outplacement $33,359; total $8,514,474 |
| SERP (Executive Supplemental Retirement Plan) | 5 annual payments equal to 70% of avg base (3 yrs through 2015 or final vesting year) + $50k; then 10 annual payments of $50k; fully vested after 7 years; early retirement when age+service ≥80 | Present value $2,101,830; 17 years credited; eligible for early retirement |
| Non-compete & clawbacks | Non-compete agreements with forfeiture; SEC/NYSE-compliant clawback for restatements plus plan-level fraud provisions | Applies to incentive awards; forfeiture/repayment on restatement/fraud |
| Perquisites | Very limited; aggregate < $10,000 per NEO (other than CEO) in FY2025 | N/A for CFO |
Compensation Structure vs Performance Metrics
| Element | Design | FY2025 Outcome |
|---|---|---|
| MIP – ROIC | Profit-sharing aligned to efficient use of capital; threshold 0% payout at ROIC 0%; target 100% at 8.25%; max 200% at 18.25% | Actual ROIC 12.00% → payout 137% |
| MIP – Net Income + Strategic Goal | Net income plan target $94.2m; threshold 65% of plan; range 95–105% = target; max 120% of plan; DEI strategic modifier ±10% | Actual 120% → 200% payout; DEI modifier +5% → 210% |
| LTI – PUs | 60% 3-yr avg ROIC; 20% annual organic revenue growth; 20% 3-yr rTSR vs S&P MidCap 400 | Three-year performance period; legacy PUs paid at 112.1% |
| LTI – RSUs | 40% of LTI; 3-year vesting; dividend equivalents paid during vest | Vests FY2027 for FY2025 grant |
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval 97.5% at 2024 Annual Meeting (pertaining to FY2025 program decisions) .
- Compensation Committee uses Willis Towers Watson survey data (870 companies; revenue benchmark $3.2B) to assess competitiveness; no fixed percentile targeting disclosed .
Equity Award Detail (Grant/Outstanding)
| Grant Type (FY2025) | Target Shares | Grant-Date Value |
|---|---|---|
| Performance Units – CFO | 63,000 | $805,140 |
| Restricted Stock Units – CFO | 42,000 | $536,760 |
| Outstanding at FY2025 End | Shares | Market Value at $12.16 |
|---|---|---|
| RSUs (vest FY2026) | 65,100 | $791,616 |
| RSUs (vest FY2027) | 42,000 | $510,720 |
| Performance Units (FY2024–FY2026 cycle; max) | 156,158 | $1,898,881 |
| Performance Units (FY2025–FY2027 cycle; max) | 126,000 | $1,532,160 |
Risk Indicators & Red Flags
- Pledging/Hedging: Executives prohibited; no director pledging approvals to date (alignment positive) .
- Tax gross-ups: None for CFO on change-in-control excise taxes (CEO had gross-up; CFO shows $0) .
- Clawbacks: SEC/NYSE-compliant policy and plan-level fraud clawbacks (risk mitigation) .
- Insider trading analysis: Access issue prevented Form 4 review; monitor for sales around vesting/withholding periods.
Expertise & Qualifications
- Education: B.S. Accounting; MBA Finance from Michigan State University .
- Professional: AICPA and Illinois CPA affiliations .
- Global experience: Supported Steelcase operations across 50 countries; led business centers and operational transformation .
Work History & Career Trajectory
| Company | Role | Time at Company |
|---|---|---|
| Steelcase | CFO/SVP; VP roles; International finance leader | 1995–present |
| PricewaterhouseCoopers | Audit/finance positions (Chicago) | pre-1995 |
Employment & Transition Updates (2025 8-K Context)
- Post-HNI transaction leadership plan: CFO Sylvester to continue leading Finance with expanded oversight of EMEA/APAC; CEO and CPO to depart at closing; change-in-control severance under ESP applicable if termination occurs within two years post-close .
Investment Implications
- Pay-for-performance alignment: CFO’s cash incentive tied to ROIC and net income delivered outsized payout (183% of target) as FY2025 exceeded targets, while LTI is majority performance-based with multi-year ROIC/revenue/rTSR—supports alignment with shareholder value creation .
- Retention and CoC economics: As an eligible early retiree with significant SERP value and defined ESP payouts (2x cash on double trigger), Sylvester has strong retention incentives; expanded post-transaction responsibilities further reduce departure risk near term .
- Selling pressure watch: Large unvested RSUs (FY2026/FY2027) and PUs may create routine tax-withholding sales around vest dates; Form 4 monitoring is advised once data access restored .
- Governance safeguards: Prohibitions on pledging/hedging, clawback policies, and ownership guidelines (CFO compliant at 3x salary) mitigate misalignment and headline risk .