Sara Armbruster
STEELCASEAbout Sara Armbruster
Sara E. Armbruster is President and Chief Executive Officer of Steelcase Inc. and a member of the Board since 2021; age 54. She is not an independent director due to her CEO role and serves on the Board’s Executive Committee; the Board Chair role is separate and held by an independent director, Robert C. Pew III . Background at Steelcase includes EVP (2021) and VP, Strategy, Research & Digital Transformation (2018–2021); she joined the company in 2007 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Steelcase Inc. | President & CEO | 2021–present | Executive Committee member |
| Steelcase Inc. | EVP | 2021 | — |
| Steelcase Inc. | VP, Strategy, Research & Digital Transformation | 2018–2021 | Led strategy and digital transformation |
| Steelcase Inc. | Various roles | 2007–2018 | — |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Winnebago Industries, Inc. | Director | 2019–present | Other public company directorship; committees not disclosed in SCS proxy |
Board Governance
- Independence and committee roles: Armbruster is not independent (CEO). She serves on the Executive Committee alongside the Board Chair and other committee chairs; no service on Audit, Compensation, Nominating, or Corporate Business Development Committees .
- Attendance and engagement: The Board met 12 times in FY2025; all directors attended at least 75% of Board and committee meetings and attended the 2024 annual meeting .
- Leadership structure and executive sessions: Steelcase separates the CEO and Board Chair roles; non‑management directors meet in regular executive sessions led by the independent Chair .
- ESG and risk oversight: Nominating & Corporate Governance oversees ESG strategy and performance; Audit oversees enterprise risk reporting from management’s ERM Committee, which includes the CEO .
Fixed Compensation
| Item | FY2025 | FY2024 | Notes |
|---|---|---|---|
| Base salary (rate) | $1,025,000 | $975,000 | Effective June 1, 2024; +5.1% YoY |
| Director fees | — | — | No additional pay for director service as an employee |
| Perquisites (FY2025) | $14,385 | — | Home security system & monitoring |
| Company retirement/plan contributions (FY2025) | $314,888 | — | Defined contribution programs |
Performance Compensation
- Annual incentive (MIP) design (FY2025): Metrics were ROIC and Net Income; the Net Income portion was subject to a strategic goal modifier (±10%) tied to progress on DEI initiatives; CEO‑level individual discretion on ROIC portion was discontinued .
- MIP targets and outcomes (FY2025):
| Metric | Target | Actual/Outcome | Payout Guidance | Result |
|---|---|---|---|---|
| CEO MIP target (as % of base) | 125% | — | — | — |
| ROIC | 8.25% target | 12.00% actual | 0–200% of target | 137% payout |
| Net Income vs Plan | 95–105% target band | 120% of plan | 50–200% of target | 200% payout, then +5% strategic modifier to 210% |
| CEO MIP $ earned | $1,264,741 target | $2,434,373 earned | 192% of target | Cash paid |
- Long-term incentives (FY2025 grants): 60% performance units (three-year performance period) and 40% RSUs; CEO LTI target increased to 430% of base (+15% pts) to move closer to market median . Metrics/weights: Average ROIC (60%), Organic Revenue Growth (20%), three‑year rTSR vs S&P MidCap 400 (20%) with threshold/target/max ranges set by the Committee .
| FY2025 LTI Awards (CEO) | Target % of Base | Performance Units (target shares / $) | RSUs (shares / $) | Vesting |
|---|---|---|---|---|
| Grant details | 430% | 196,900 / $2,516,382 | 131,300 / $1,678,014 | RSUs vest end of FY2027; PUs earned over FY2025–FY2027 |
-
FY2025 vesting and realized equity:
- CEO vested 452,361 shares in FY2025 (RSUs and PUs), realizing $5,221,703; values based on vest-date closing prices .
-
CEO total reported compensation:
- FY2025 SCT Total: $10,173,889; stock awards reflect grant‑date accounting values including legacy PU tranches; MIP cash $2,434,373 .
-
Performance linkage: FY2023 PU cycle paid at 112.1% of target (three-year average of annual results, modified by 3‑year rTSR at 99.2%) .
Other Directorships & Interlocks
| Company | Role | Overlap Risk/Transactions |
|---|---|---|
| Winnebago Industries, Inc. | Director (since 2019) | No Steelcase related‑party transactions involving Armbruster disclosed . |
| Board‑level related party context | — | Independent dealer Forward Space (majority-owned by fellow director Jennifer Niemann): $36.9M sales to Forward Space; $178k sublease; $50k services purchased; $1.3M commissions/rebates (FY2025). Reviewed/approved annually under related‑person policy . |
Expertise & Qualifications
- Strategy, digital transformation and research leadership; executive experience across strategy and operations at Steelcase .
- Participates in top‑level risk oversight via ERM reporting to the Board; executive experience aligns with capital efficiency and organic growth metrics embedded in incentive design .
Equity Ownership
| Measure | Amount | As of / Notes |
|---|---|---|
| Beneficial ownership – Class A | 490,255 shares | As of May 12, 2025; less than 1% of class |
| Shares outstanding – Class A | 95,425,947 | Record date May 12, 2025 |
| Ownership approx. % of Class A | ~0.51% (490,255 / 95,425,947) | Derived from disclosures |
| Unvested RSUs (CEO) | 194,300 (FY2026 vest) and 131,300 (FY2027 vest) | Based on FY2024 and FY2025 awards |
| Unearned Performance Units (CEO) | 466,238 (FY2024–FY2026 cycle) and 393,800 (FY2025–FY2027 cycle) | Table reflects maximums due to trending above target at FY2025 year‑end, per SEC rules |
| FY2025 shares vested (CEO) | 452,361 | $5,221,703 value realized |
| Hedging/Pledging | Hedging prohibited; pledging prohibited for executives; directors need pre‑approval and lender blackout agreement—none approved to date | |
| Executive ownership guidelines | CEO 5x base salary; all NEOs in compliance | Reviewed annually |
Fixed Compensation (Executive Plan Details)
| Program Element | Key Terms |
|---|---|
| Retirement/Deferred plans | Eligible for tax‑qualified retirement plan, Restoration Retirement Plan (non‑qualified), and Deferred Compensation Plan (no company contributions) . |
| SERP | CEO participates; FY2025 present value $1,545,865; design pays five annual payments of 70% of average base salary (as defined) + $50,000, then 10 annual payments of $50,000 upon qualifying retirement; fully vested after seven years . |
| Clawback | NYSE/SEC‑compliant clawback for accounting restatements; additional plan‑level clawbacks; non‑compete/forfeiture provisions in place . |
Performance Compensation (Metric Detail)
| MIP Metrics (FY2025) | Definition | Weighting/Allocation (CEO) | Outcome |
|---|---|---|---|
| ROIC | NOPAT / Avg. invested capital (with Committee adjustments) | 30% of base (part of 125% MIP target) | Actual 12.00% → 137% payout |
| Net Income vs Plan | Net Income (with Committee adjustments) | 95% of base (part of 125% MIP target) | 120% of plan → 200% payout; +5% strategic modifier (DEI) to 210% |
| LTI Metrics (FY2025 grant) | Threshold | Target | Maximum | Weight |
|---|---|---|---|---|
| Average ROIC (3‑yr) | 3.25% | 8.25% | 11.25% | 60% |
| Organic Revenue Growth (annual, averaged) | 0% | +5% | +8% | 20% |
| rTSR vs S&P MidCap 400 (3‑yr) | 25th pct. | 50th pct. | 75th pct. | 20% |
Employment & Contracts / Change‑in‑Control
| Provision | CEO Terms |
|---|---|
| Employment contracts | None (company has no NEO employment contracts) |
| Severance (no CIC) | 2x (base salary + target MIP) upon termination without cause; est. $4,612,500 at 2/28/2025 |
| CIC treatment (awards) | If awards not assumed, PUs pay at greater of target or actual through FY end; RSUs vest; “Change in control” row shows LTI acceleration only |
| Severance after CIC | 3x (base salary + target MIP) upon qualifying termination within two years after CIC; est. $6,918,750 at 2/28/2025 |
| Excise tax gross‑up | Excise tax gross‑up provision applies upon termination after CIC; est. $4,825,664 for CEO at 2/28/2025 (RED FLAG) |
Director Compensation (as Director)
| Item | FY2025 |
|---|---|
| Director fees/retainers | Not applicable for Armbruster (employee directors receive no additional director pay) |
Insider Trades and Section 16 Compliance
| Item | Status/Detail |
|---|---|
| Section 16 compliance (FY2025) | Company reports all Section 16(a) filings timely except one Form 4 and one Form 5 by Director Jennifer C. Niemann; no late filings noted for Armbruster |
| FY2025 equity vesting (CEO) | 452,361 shares vested; $5,221,703 value realized on vesting |
Say‑on‑Pay & Shareholder Feedback
| Item | Result |
|---|---|
| Say‑on‑pay approval (2024 Annual Meeting) | 97.5% approval |
| Compensation consultant | Compensation Advisory Partners (CAP) engaged by Comp Committee; no other services and no conflicts identified |
Governance Assessment
-
Strengths
- Clear separation of Chair/CEO; robust executive sessions led by independent Chair .
- Strong pay–performance linkage: MIP tied to ROIC and Net Income; PUs tied to multi‑year ROIC, organic growth, and rTSR; CEO pay mix heavily equity/performance oriented .
- Clawback compliant with SEC/NYSE; prohibitions on hedging and executive pledging; ownership guidelines in compliance .
- High shareholder support for say‑on‑pay in 2024 (97.5%) .
- FY2025 performance improved: Net income $120.7M; diluted EPS $1.02; gross margin +110 bps; orders +4% (adj.); liquidity $558.3M; total debt $447.1M .
-
Risks / RED FLAGS
- Excise tax gross‑up for CEO upon termination after change in control—a shareholder‑unfriendly provision that many peers have removed (RED FLAG) .
- Legacy SERP benefits persist for CEO and select executives, which can be viewed as less performance‑aligned versus pure DC programs .
- Strategic goal modifier (+5% to Net Income portion) introduces non‑financial discretion into annual bonuses, though capped and tied to stated DEI initiatives .
- Related‑party dealer transactions exist at the board level (with a fellow director’s company); while reviewed annually and on standard terms, these require continued oversight to mitigate perceived conflicts (not involving Armbruster personally) .
-
Overall implication for investors: Armbruster’s governance profile exhibits strong alignment mechanisms (multi‑year PUs, clawbacks, ownership) and high investor support, offset by legacy/severance constructs (excise tax gross‑up, SERP) that could pressure say‑on‑pay sentiment if not modernized further .