Megan Blazina
STEELCASEAbout Megan Blazina
Vice President, Chief Legal Officer and Secretary at Steelcase (SCS). She leads Global Legal and Strategy, including Compliance and ESG, and is slated to continue in this role post-close of the HNI transaction; she signed multiple SEC filings and is listed in the merger agreement as the Company notice contact . She participated directly in 2025 management meetings with HNI on strategic plans and synergies . Steelcase’s executive pay programs tie outcomes to ROIC, net income, organic revenue growth, and rTSR; FY2025 MIP outcomes were above target (ROIC 137%; net income 210% after a +5% strategic modifier), and FY2023 LTI PSUs (FY2023–FY2025 performance period) paid at 112.1% of target . 2024 Say‑on‑Pay approval was 97.5%, indicating strong shareholder support for pay design .
Performance Compensation
FY2025 Management Incentive Plan (MIP) – Measures and Outcomes
| Metric | Definition | Target/Structure | Actual Result | Payout Multiple | Notes |
|---|---|---|---|---|---|
| ROIC | Net operating profit after tax ÷ average invested capital; adjustments per Compensation Committee | MIP uses ROIC to reward profitability vs capital | 137% of target | 137% | Company-wide MIP metric (applies to executive officers) |
| Net Income | Adjusted net income per Committee | MIP uses net income to support current year objectives | 200% of target | 210% after 105% strategic modifier | Strategic goal modifier can adjust ±10% (DEI progress) |
| Strategic Goal Modifier | Committee assessment of DEI initiatives | Applied to net income portion | 105% (positive adjustment) | N/A | Modifier discontinued for ROIC portion to strengthen alignment |
Long‑Term Incentives (LTI) – Design and FY2023 Award Outcomes (3‑yr period ended FY2025)
| Component | Weighting | Performance Metrics | Performance Period | Outcome | Vesting |
|---|---|---|---|---|---|
| Performance Units (PSUs) | 60% of LTI grants | Average ROIC (3‑yr), annual organic revenue growth (each yr), rTSR (3‑yr) | FY2023–FY2025 (three one‑year periods, modified by 3‑yr rTSR) | FY2023 PSU payout: 112.1% (FY2023 82%, FY2024 165%, FY2025 92%, × rTSR 99.2%) | Earned over 3 years; vests in full at end of 3‑yr period |
| Restricted Stock Units (RSUs) | 40% of LTI grants | Time‑based | 3 fiscal years | N/A | Vests over 3 fiscal years |
Change‑of‑Control Equity Treatment (Merger Agreement)
| Award Type | Pre‑Close Status | Treatment at First Effective Time | Performance Treatment | Post‑Close Vesting |
|---|---|---|---|---|
| RSUs | Unvested, service‑based | Assumed by HNI; converts to cash (accruing interest at agreed rate) plus HNI shares based on mixed consideration | N/A | Continued service required (converted award settles in cash + stock) |
| PSUs | Unvested, performance‑based | Assumed by HNI; converts to award that vests solely on continued employment and settles in cash (with interest) + HNI shares | Performance deemed attained at 150% of target based on Steelcase actual performance | Service‑based vesting post‑close |
| Cash‑Based Awards | Unvested, performance‑based | Treated per award and ICP; paid per terms | Performance deemed 150% for FY2024 grants and 140% for FY2025/FY2026 grants; interest accrues for remainder of period | Per award terms |
Equity Ownership & Alignment
| Policy | Key Term | Applies To |
|---|---|---|
| Stock ownership requirements | Robust minimum stock ownership requirements for executive officers (specific multiples disclosed for NEOs) | Executive officers |
| Hedging/Speculative transactions | Prohibited: hedging, short sales, puts/calls, excessive trading | Directors, officers, employees |
| Pledging | Executive officers prohibited from pledging company securities; directors limited with pre‑approval and blackout protections | Executive officers; directors |
| Clawback | 2023 clawback policy; ICP awards subject to recoupment under listing standards/Dodd‑Frank and company policy | ICP participants |
| Award design protections | No share recycling; no repricing; minimum one‑year vesting for share‑settled awards (limited exceptions) | All ICP awards |
Employment Terms
Executive Severance Plan (ESP) – Non‑CEO participants (applicable to Blazina)
| Item | Term | Notes |
|---|---|---|
| Severance multiple | 2× (base salary + target annual bonus), lump‑sum | Double‑trigger: termination without cause or for good reason within 24 months post‑close |
| Pro‑rated annual bonus | Prorated target bonus for year of termination; reduced by any MIP amounts already paid | Single‑trigger “closing bonus” for the partial FY at closing uses ROIC 1.10× and net income 138% for proration; paid within 60 days of closing |
| SERP benefit | Cash payment equal to prorated SERP benefits, with added credit for age and service by level | Double‑trigger |
| Health benefits | 18× monthly COBRA premium cash equivalent | Double‑trigger |
| Outplacement | Up to 18 months | Double‑trigger |
| Restrictive covenants | Perpetual confidentiality; 24‑month non‑compete and non‑solicit | Condition to payment |
| 280G gross‑up | Company will pay full excise tax gross‑up so net equals “total payments” | Governance red flag (expense borne by company) |
| Equity acceleration | RSUs/PSUs accelerate only upon qualifying termination (double‑trigger) | Values estimated at $15.96 per share in golden parachute tables for NEOs; policy applies company‑wide |
| Non‑NEO estimates | Aggregate estimates for three executive officers not NEOs: cash severance ~$4,087,900; SERP ~$1,712,718; COBRA ~$84,600; outplacement ~$27,000; 280G gross‑ups ~$1,867,951 | Includes Blazina cohort (non‑NEO executives) |
Employee Matters (Merger Agreement)
- For one year post‑close, base pay, target STI/LTI opportunities and aggregate benefits remain no less favorable than pre‑close, with minimum base salary protection; severance/garden leave terms for qualifying terminations no less favorable than pre‑close .
Investment Implications
- Compensation alignment: Executive incentives are anchored to ROIC, net income, organic growth, and rTSR with demonstrated above‑target FY2025 outcomes and >97% say‑on‑pay support—constructive for value creation discipline .
- Vesting/selling pressure: Double‑trigger equity acceleration and conversion of PSUs to service‑based awards at 150% performance imply limited immediate forced selling at close and reinforce retention—track post‑close vesting schedules and any qualifying terminations over the 24‑month window .
- Governance risk: The ESP’s excise tax gross‑up is shareholder‑unfriendly and may add material costs upon qualifying terminations; restrictive covenants (24‑month non‑compete/non‑solicit) suggest moderate mobility constraints and retention leverage .
- Role continuity: Blazina’s continued leadership of Legal & Strategy, including Compliance and ESG, through integration reduces execution risk on regulatory and governance workstreams amid merger integration .
Note: Individual base salary, target bonus %, and personal equity holdings for Ms. Blazina were not separately disclosed in available filings; Steelcase disclosed these items for NEOs but not for non‑NEO executive officers .