Jennifer Niemann
STEELCASEAbout Jennifer C. Niemann
Jennifer C. Niemann, age 56, has served on Steelcase’s Board since 2017. She is President, Chief Executive Officer, and majority owner of Forward Space, LLC, an independent Steelcase dealership (since 2014). Previously, she spent over 20 years at Steelcase (1992–2014), including serving as CEO of Red Thread, a Steelcase‑owned dealership, from 2011 to 2014. The proxy notes her founding‑family ties and emphasis on long‑term, sustainable value creation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Steelcase Inc. | Various positions | 1992–2014 | Former employee with deep company operating familiarity |
| Red Thread (Steelcase-owned dealership) | Chief Executive Officer | 2011–2014 | Led a Steelcase‑owned dealer, relevant to go‑to‑market and channel execution |
| Forward Space, LLC (independent Steelcase dealer) | President & CEO; Majority Owner | 2014–Present | Operates a key channel partner to Steelcase in the U.S. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Forward Space, LLC | President & CEO; Majority Owner | 2014–Present | Independent Steelcase dealer; related-party transactions reviewed annually |
| CRASTECOM B Limited Partnership | Sole managing partner | n/a | Holder of Class B shares; ownership included in Niemann’s beneficial ownership |
No other public company directorships disclosed for Niemann .
Board Governance
| Attribute | Detail |
|---|---|
| Independence status | Not independent due to majority ownership of Forward Space, an independent Steelcase dealership |
| Board service | Director since 2017; Board met 12 times in FY2025; all directors ≥75% attendance and attended 2024 Annual Meeting |
| Committee roles | Corporate Business Development Committee (Chair); Executive Committee (Member) |
| Committee activity | Corporate Business Development met 4 times in FY2025; Executive Committee held no meetings |
| Governance practices | Separate Chair/CEO; regular executive sessions; codes of ethics; annual board/committee self‑assessments |
Fixed Compensation
Standard non‑employee director compensation structure (FY2025):
| Component | Amount | Mix |
|---|---|---|
| Board annual retainer (Director) | $215,000 | 40% cash / 60% stock |
| Board Chair retainer | $322,500 | 40% cash / 60% stock |
| Committee Chair retainers | Audit $20,000; Compensation $15,000; Corporate Business Development $15,000; Nominating & Corporate Governance $15,000 | 40% cash / 60% stock |
| Audit Committee member retainer | $10,000 | Cash |
| Stock ownership guideline | ≥5× cash portion of board retainer; 5‑year compliance window; all 5+ year directors are compliant |
Jennifer Niemann – Director compensation:
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees earned or paid in cash | $92,000 | $92,000 |
| Stock awards (grant‑date fair value) | $138,000 | $138,000 |
| Total | $230,000 | $230,000 |
Performance Compensation
Steelcase does not disclose performance‑conditioned director compensation; director pay is retainer‑based with equity allocation.
Equity issuance under retainer:
| Metric | FY2024 | FY2025 |
|---|---|---|
| Shares of Class A issued to Niemann as part of retainer | 16,178 | 10,651 |
| Deferred stock credited | None disclosed for Niemann | None disclosed for Niemann |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed |
| Steelcase interlocks | Majority owner, President & CEO of Forward Space, LLC (independent dealer) |
| Related‑party transactions (Forward Space) | FY2024: Steelcase sold ~$35.7m to Forward Space; subleased showroom ~$149k; purchased services ~$59k; paid commissions/incentives/rebates ~$1.8m . FY2025: Steelcase sold ~$36.9m; subleased ~$178k; purchased services ~$50k; paid commissions/incentives/rebates ~$1.3m . |
| Review process | Transactions annually reviewed and approved under Related Person Transactions Policy; terms substantially similar to other U.S. independent dealers |
Expertise & Qualifications
- Deep Steelcase operating experience (20+ years) and dealer leadership (CEO of Red Thread; majority owner/operator of Forward Space), supporting growth and channel strategy oversight .
- Chair of Corporate Business Development Committee, which reviews growth strategies, investments, M&A/divestitures requiring Board approval .
- Founding‑family affiliation highlighted as commitment to long‑term value creation .
Equity Ownership
| Metric | As of May 13, 2024 | As of May 12, 2025 |
|---|---|---|
| Class A shares beneficially owned | 54,055; includes 100 shares shared voting/disposition | 75,240; includes 100 shares shared voting/disposition |
| Class B shares beneficially owned | 2,079,131 (10.3% of Class B) | 2,079,131 (10.8% of Class B); includes 110,087 shares shared voting/disposition |
| If Class B converted, deemed Class A ownership | 2,133,186 (2.2% of Class A) | 2,154,371 (2.2% of Class A) |
| Deferred stock (director plan) | Not disclosed for Niemann | Not disclosed for Niemann |
| Pledging/Hedging policy | Hedging and speculative transactions prohibited; directors may pledge only with prior approval and blackout protections; no pledging approvals granted to date | |
| Director ownership guideline | ≥5× cash portion of board retainer; compliant for all who served ≥5 years |
Governance Assessment
- Independence and conflicts: Niemann is not independent under NYSE standards due to ownership/leadership of an independent Steelcase dealer; recurring, material transactions with Forward Space present a structural conflict requiring robust oversight, mitigated via annual Related Person Transactions Committee review and standardized dealer terms .
- Committee influence: As Corporate Business Development Chair, she shapes growth strategy and capital allocation on investments, acquisitions, and divestitures—an area where dealer‑owner status warrants heightened conflict‑management protocols .
- Attendance and engagement: Board met 12 times in FY2025; all directors met ≥75% attendance and attended the 2024 Annual Meeting, supporting baseline engagement expectations .
- Alignment: Director compensation paid 60% in stock and stock ownership guideline at ≥5× cash retainer support shareholder alignment for long‑tenured directors .
- Policy safeguards: Strict hedging bans and limited, pre‑approved pledging, plus codes of conduct and annual governance assessments, underpin risk controls .
- RED FLAGS:
- Related‑party transactions scale (Forward Space revenue ~$35.7m in FY2024; ~$36.9m in FY2025; commissions/incentives ~$1.8m FY2024 and ~$1.3m FY2025) require ongoing scrutiny for pricing/favorability and independence of decision‑making .
- Delinquent Section 16 filings: one late Form 4 (three transactions) and one late Form 5 (one transaction) for Niemann in FY2025 .
Insider Filings
| Item | Detail |
|---|---|
| Delinquent reports (FY2025) | One Form 4 (three transactions) and one Form 5 (one transaction) filed late for Director Jennifer C. Niemann |
Director Compensation and Equity Detail Tables
Director retainer share issuance and deferrals:
| Item | FY2024 | FY2025 |
|---|---|---|
| Shares issued to Niemann (Class A) | 16,178 | 10,651 |
| Deferred stock credited to Niemann | None disclosed | None disclosed |
Related‑party transaction amounts with Forward Space:
| Category | FY2024 | FY2025 |
|---|---|---|
| Sales by Steelcase to Forward Space | ~$35.7 million | ~$36.9 million |
| Sublease rent paid by Forward Space | ~$149,000 | ~$178,000 |
| Services purchased by Steelcase from Forward Space | ~$59,000 | ~$50,000 |
| Commissions/incentives/rebates paid to Forward Space | ~$1.8 million | ~$1.3 million |
Committee roles and meeting cadence (FY2025):
| Committee | Role | Meetings |
|---|---|---|
| Corporate Business Development | Chair | 4 |
| Executive | Member | 0 |