Robert Pew
STEELCASEAbout Robert C. Pew III
Robert C. Pew III, age 74, is the independent Board Chair of Steelcase and has served as a director since 1987. He has been a private investor since 2004; earlier, he held senior operating roles at Steelcase including President, Steelcase North America and EVP, Operations (1974–1984; 1988–1995), and was a majority owner of an independent Steelcase dealership (1984–1988) . The Board has determined he is independent under NYSE standards, and he presides over regular executive sessions of non‑management directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Steelcase Inc. | President, Steelcase North America | 1974–1984 | Senior operating leadership |
| Steelcase Inc. | EVP, Operations | 1988–1995 | Operations oversight |
| Independent Steelcase dealership | Majority owner | 1984–1988 | Dealer network experience |
| Steelcase Inc. | Director | Since 1987 | Long-term governance continuity |
| Private investor | Investor | Since 2004 | External capital perspective |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Independent Steelcase dealership | Majority owner | 1984–1988 | Related to Steelcase distribution channel |
| — | — | — | No other public company directorships disclosed for Mr. Pew |
Board Governance
- Roles: Non‑executive Board Chair; Chair of the Executive Committee (committee includes Board Chair, CEO, and other committee chairs) .
- Independence: Board determined Pew is independent; Board reviewed transactions with companies affiliated with independent directors (including Pew) and found none material, consistent with categorical independence standards .
- Attendance: Board met 12 times in FY2025; each director attended at least 75% of Board and applicable committee meetings and attended the 2024 Annual Meeting .
- Executive sessions: Board regularly holds executive sessions of non‑management directors; Pew presides as Board Chair .
- Committee activity: Executive Committee held no meetings in FY2025; other standing committees met 4–8 times .
- Age policy: No director is nominated after reaching age 75; no waivers or exceptions to the policy. Pew is age 74, implying approaching transition per policy unless circumstances change .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Board Chair Annual Retainer (standard schedule) | $322,500 | $322,500 |
| Cash portion paid (Board Chair) | $129,000 | $129,000 |
| Stock portion paid (Board Chair) | $193,500 | $193,500 |
| Total director compensation (Pew) | $322,500 | $322,500 |
| Shares issued to Pew as part of retainer | 22,686 | 14,940 |
| Payment mix policy (board and chair retainers) | 40% cash / 60% stock | 40% cash / 60% stock |
Notes:
- No separate Executive Committee chair retainer disclosed; committee chair retainers exist for Audit ($20k), Compensation ($15k), Corporate Business Development ($15k), Nominating & Corporate Governance ($15k); Audit Committee member retainer $10k (cash) .
Performance Compensation
| Performance-Based Element | Disclosure |
|---|---|
| Director performance metrics tied to compensation (e.g., TSR, EBITDA) | None disclosed; director pay structured as fixed retainers (cash/stock) under policy |
| Equity plan governance features (ICP) | Company ICP includes double‑trigger change‑in‑control vesting; plan limits for non‑employee director compensation increased subject to shareholder approval; burn rate 1.5% in FY2025 (three‑year avg 1.6%); potential overhang 9.7% including share increase |
Other Directorships & Interlocks
| Entity | Type | Role | Interlock/Notes |
|---|---|---|---|
| — | Public | — | No other public company directorships disclosed for Pew |
| Steelcase family | Family tie | Brother of former director Kate Pew Wolters | Family relationship disclosed; Kate retired July 2024 |
| Transactions with affiliate companies | Related‑party screening | — | Board reviewed transactions with companies affiliated with independent directors (including Pew); none material; consistent with independence standards |
Expertise & Qualifications
- Deep Steelcase operating experience (President, EVP Operations) and dealer ownership background, providing commercial and supply‑chain channel insight .
- Long‑tenured director since 1987; serves as independent Board Chair, presiding over executive sessions and supporting separation of Chair/CEO roles .
- Board’s governance emphasizes integrity, independent oversight, and regular Board/committee self‑assessments (including external facilitation periodically) .
Equity Ownership
| Metric | FY2024 | FY2025 |
|---|---|---|
| Class A Common Stock beneficially owned | 182,992 (<1%) | 298,700 (<1%) |
| Class B Common Stock beneficially owned | 4,815,754 (23.8%) | 3,778,250 (19.7%) |
| Convertible Class B into Class A (if converted) | 4,998,746 (5.1% of Class A) | 4,076,950 (4.1% of Class A) |
| Shared voting/disposition footnote | Includes 500 Class A shares with shared voting/disposition | Includes 500 Class A shares with shared voting/disposition |
| Deferred stock holdings (director plan) | Not listed for Pew (no FY2024 deferred stock credited) | Not listed for Pew (no FY2025 deferred stock credited) |
| Director stock ownership guideline | ≥5x cash portion of board annual retainer; compliance required within 5 years | Same; all directors with ≥5 years are in compliance |
Policy on hedging/pledging:
- Directors prohibited from hedging/speculative transactions; executives prohibited from pledging; directors may only pledge under strict pre‑approval and lender conditions. No such director pledging transactions have been approved, reducing pledge risk .
Governance Assessment
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Positives:
- Independent non‑executive Board Chair with extensive company/industry experience; separation of Chair/CEO maintained over many years .
- Strong governance processes: executive sessions led by Chair; annual independence assessments; related‑party policy administered by Nominating & Corporate Governance; periodic external Board evaluations .
- Director compensation structured with meaningful equity component (60%) and stock ownership guidelines; Pew appears compliant given tenure; participation via direct share issuance (no deferred credits shown for Pew) .
- Hedging and pledging restrictions with no director pledging approvals, mitigating alignment risks .
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Watch items / potential RED FLAGS:
- Family influence: Pew is part of founding family and brother of former director Kate Pew Wolters; large family Class B holdings historically. Board notes transactions with companies affiliated with independent directors (including Pew) but found none material; continued monitoring of related‑party exposure advisable .
- Age policy: Director age limit is 75 with no waivers; Pew at 74 suggests near‑term succession planning for Board Chair role should be observed (transition risk) .
- Executive Committee activity: No meetings in FY2025; while not inherently negative, effectiveness of this committee relies on responsiveness between regular Board meetings .
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Compensation structure analysis:
- Year‑over‑year Board Chair compensation unchanged at $322,500 with 40% cash ($129,000) and 60% stock ($193,500), indicating stable pay design and continued equity alignment; shares issued to Pew declined YoY (22,686 → 14,940), reflecting grant valuation tied to market prices on issuance dates .
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Independence and attendance:
- Board affirmed independence for Pew under NYSE standards; Board/committee attendance ≥75% for all directors, with attendance at the 2024 annual meeting .