Sanjay Gupta
STEELCASEAbout Sanjay Gupta
Independent director at Steelcase Inc. since 2022; age 56. Currently Executive Vice President and Chief Transformation Officer at Novant Health (since Oct 2023), with prior senior roles at Guaranteed Rate (CMO & CDO, 2022–2023), TIAA (Advisor to CEO, EVP Client Solutions & Outcomes, Chief Customer Officer, 2019–2022), and Allstate (EVP Marketing, Innovation & Corporate Relations, 2012–2017). The Board cites his digital and marketing expertise, prior public company board and audit committee service, and global experience as core credentials . The Board determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novant Health | EVP & Chief Transformation Officer | Oct 2023–present | Enterprise transformation leadership |
| Guaranteed Rate, Inc. | Chief Marketing Officer & Chief Digital Officer | 2022–2023 | Digital and marketing leadership |
| TIAA | Advisor to CEO; EVP, Head of Client Solutions & Outcomes; Chief Customer Officer | 2019–2022 | Client solutions, outcomes, and customer leadership |
| Allstate Insurance Company | EVP, Marketing, Innovation & Corporate Relations | 2012–2017 | Brand, innovation, and stakeholder engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Novant Health | EVP & Chief Transformation Officer | Oct 2023–present | Current operating role |
| ICF International | Director (public company) | 2015–2018 | Prior public company directorship; profile notes audit committee experience at another public company |
Board Governance
- Independence: Determined independent by the Board (8 of 10 directors independent) .
- Current committee assignments: Audit; Compensation .
- Committee chair roles: None (Audit Chair: Todd P. Kelsey; Compensation Chair: Catherine C. B. Schmelter) .
- Board/committee activity: Board met 12 times in FY2025; Audit met 8; Compensation met 6 .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Regular executive sessions of non-management directors; Board Chair (independent) presides .
- Committee responsibilities relevant to oversight: Audit oversees auditor, internal audit, internal controls, financial reporting, risk, compliance, and IT/security; Compensation oversees executive pay philosophy, incentive plans, CD&A disclosures .
Fixed Compensation (Director)
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Board Annual Retainer | $215,000 | Paid 40% cash / 60% Class A shares |
| Audit Committee Member Retainer | $10,000 | Cash |
| Compensation Committee Member Retainer | $0 | No additional member fee disclosed |
| Total Fees Earned or Paid in Cash (Gupta) | $96,000 | Matches board cash (40% of $215k = $86k) + $10k audit member |
| Stock Awards (Gupta) | $129,000 | Class A stock issued under ICP; 9,959 shares issued in FY2025 |
| Total Director Compensation (Gupta) | $225,000 | Cash + stock |
Performance Compensation (Director)
- No performance-based director pay disclosed; equity is issued as Class A Common Stock as part of the retainer mix (not PSU/option-based). No meeting fees disclosed .
Other Directorships & Interlocks
| Company | Role | Tenure | Committee Roles | Interlocks/Notes |
|---|---|---|---|---|
| ICF International | Director | 2015–2018 | Not disclosed; profile notes audit committee service at another public company | No Compensation Committee interlocks reported by SCS |
Expertise & Qualifications
- Digital, marketing, and customer experience leadership; transformation execution from roles at Novant Health, Guaranteed Rate, TIAA, and Allstate .
- Audit/literacy: Audit Committee member; all Audit members meet NYSE enhanced independence and financial literacy standards .
- Global lived experience cited by the Board .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (Class A) | 37,054 shares | <1% of Class A |
| FY2025 director shares issued | 9,959 shares | Shares issued as part of stock retainer |
| Director stock ownership guideline | ≥5x cash portion of board retainer | Must meet within 5 years of initial appointment; 5x the cash portion of the board annual retainer; directors ≥5 years on Board are in compliance |
| Guideline dollar basis (illustrative) | $430,000 | 40% cash portion of $215,000 = $86,000; 5× = $430,000 (per standard FY2025 structure) |
Note: Company states directors with five or more years of service comply with guidelines; Gupta (director since 2022) remains within the five-year compliance window .
Governance Assessment
- Strengths/positive signals:
- Independent director with dual oversight on Audit and Compensation committees; Audit oversight includes IT/cybersecurity, internal controls, and enterprise risk; Compensation oversight aligns with pay governance and CD&A quality .
- Attendance and engagement met Board expectations; Board held 12 meetings; all directors attended the 2024 annual meeting .
- Robust governance policies: clawback compliant with SEC/NYSE; prohibitions on hedging/shorting; strict pledging limits with no approvals granted; routine executive sessions; independent Board Chair .
- Shareholder support: Say-on-pay approval 97.5% at 2024 Annual Meeting; Gupta serves on the Compensation Committee .
- Potential conflicts/related-party exposure:
- Company disclosed sales to/purchases from companies affiliated with several independent directors (including Gupta) or their immediate families; none were material and all fell within categorical independence standards .
- Ongoing, Board-administered Related Person Transactions Policy; dealer relationship conflicts relate to another director, not Gupta .
- RED FLAGS observed: None material disclosed for Gupta. Company prohibits hedging/pledging and reported no waivers; no compensation committee interlocks; Section 16(a) filings largely timely (only another director had late filings) .
Meeting Activity Snapshot (FY2025)
| Body | Meetings | Attendance Note |
|---|---|---|
| Board of Directors | 12 | Each director ≥75%; all attended 2024 Annual Meeting |
| Audit Committee | 8 | Member |
| Compensation Committee | 6 | Member |
Insider Trading Compliance
| Indicator | Status | Note |
|---|---|---|
| Section 16(a) compliance (FY2025) | No late filings disclosed for Gupta | One other director had late filings; all others timely |
| Hedging/short sales | Prohibited | Applies to directors; no waivers granted |
| Pledging/margin | Prohibited with narrow pre-approved exceptions; no approvals granted | Director approvals would require NCG Committee sign-off; none granted |
Overall implication: Gupta’s committee mix (Audit + Compensation), independence, and clean conflict disclosures support investor confidence. Monitoring point is transactional interactions with entities affiliated with independent directors, though the company asserts immateriality and compliance with independence standards .