Steven Miller
STEELCASEAbout Steven Miller
Steven D. Miller, age 50, is Steelcase’s Vice President and Chief Technology Officer (CTO). He has served as CTO since October 2021, after previously serving as Chief Information Officer from February 2018 to October 2021; he has been employed by Steelcase since 1999 . Miller leads Steelcase Information Technology with an expanded focus on advancing digital capabilities and customer-centered experiences as part of the pending HNI transaction, and continues in this role post‑closing . Company performance over FY2023–FY2025 improved materially: revenues held broadly stable ($3.23B → $3.16B → $3.17B) and net income rose from $35.3M to $120.7M; EBITDA increased from $160.1M* to $193.0M* . FY2025 incentive outcomes were strong, with ROIC at 12.00% (137% payout) and net income at 120% of plan (200% payout), positively modified by +5% DEI strategic goals, yielding a 176% MIP payout for Miller .
Values marked with an asterisk (*) were retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Steelcase | Vice President, Chief Technology Officer | Oct 2021–Present | Leads IT; expanded focus on digital capabilities and customer-centered experiences post‑HNI transaction |
| Steelcase | Vice President, Chief Information Officer | Feb 2018–Oct 2021 | Led enterprise IT; prepared transition to CTO role |
| Steelcase | Director, Information Technology | Jul 2012–Feb 2018 | Led IT functions; progressed into CIO role |
| Steelcase | Information Technology roles | 1999–2012 | Employed since 1999; progressed through IT leadership |
Fixed Compensation
| Component (FY2025 unless noted) | Detail | Amount |
|---|---|---|
| Base Salary (approved) | FY2025 target | $455,000 |
| Base Salary (paid) | FY2025 actual (53 weeks) | $455,673 |
| MIP Target | % of base salary | 65% |
| MIP Target Amount | Dollar target | $290,599 |
| MIP Earned | Actual payout | $512,348 |
| Stock Awards | Grant date fair value (aggregate RSUs + PSUs) | $816,162 |
| All Other Compensation | Company contributions + life insurance | $91,535 |
| Base Salary Change | FY2024 → FY2025 | $425,000 → $455,000 (7.1%) |
Performance Compensation
FY2025 MIP Structure and Results
| Metric | Weighting (% of Base) | Threshold | Target | Maximum | Actual | Payout Multiple | Vesting |
|---|---|---|---|---|---|---|---|
| ROIC | 30% | 0% | 8.25% | 18.25% | 12.00% | 137% | Cash; paid post‑year |
| Net Income | 35% | 65% of plan | 95–105% of plan | 120% of plan | 120% of plan | 200% × 105% Strategic Goal Modifier = 210% | Cash; paid post‑year |
| Strategic Goal Modifier | Applied to Net Income | — | — | — | +5% | Positive modifier based on DEI progress | — |
Miller’s FY2025 MIP outcome: Earned 176% of target ($512,348 vs. $290,599 target) .
FY2025 Long‑Term Incentives (Granted April 11, 2024)
| Instrument | Weighting | Target Shares | Grant Date | Vesting Schedule | Performance Criteria |
|---|---|---|---|---|---|
| Performance Share Units (PSUs) | 60% | 27,000 | 4/11/24 | Earned over FY2025–FY2027; vest end of FY2027 | 60% three‑year average ROIC; 20% annual organic revenue growth (three‑year average of annual payout multiples); 20% three‑year rTSR (CAGR with dividends) |
| Restricted Stock Units (RSUs) | 40% | 18,000 | 4/11/24 | Time‑vest; end of FY2027 for FY2025 RSUs | Time‑based; no performance metric |
FY2025 LTI target levels were increased by 5% of base salary for Miller to align with market median .
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Beneficial Ownership (Class A) | 43,491 shares; <1% of class | As of May 12, 2025 |
| Unvested RSUs (FY2025 year‑end) | 25,000 ($304,000) | Vest end of FY2026 |
| Unvested RSUs (FY2025 grant) | 18,000 ($218,880) | Vest end of FY2027 |
| Unearned PSUs (FY2024–FY2026 cycle) | 60,000 ($729,600) | Vest end of FY2026; amounts shown at max under SEC rules due to above‑target trend |
| Unearned PSUs (FY2025–FY2027 cycle) | 54,000 ($656,640) | Vest end of FY2027; amounts shown at max under SEC rules due to above‑target trend |
| Options Outstanding | None | ICP awards are RSUs/PSUs only; no options outstanding |
| Ownership Guidelines | 2× base salary | All NEOs in compliance |
| Hedging/Pledging | Prohibited (with limited exceptions) | Insider trading policy prohibits hedging and pledging |
Market values above use $12.16 closing price at FY2025 year‑end .
Employment Terms
| Scenario (as of FY2025) | Cash Severance | Equity Vesting Value | Other Benefits | Excise Tax Gross‑Up | Total |
|---|---|---|---|---|---|
| Death or Disability | $— | $959,920 | $— | $— | $959,920 |
| Termination Without Cause | $750,750 | $522,880 | $52,649 | $— | $1,326,279 |
| Change in Control | $— | $1,538,607 | $— | $— | $1,538,607 |
| Termination After Change in Control | $1,501,500 | $1,538,607 | $52,649 | $— | $3,092,756 |
- Severance multiples (Executive Severance Plan): For NEOs other than CEO, 1× (base salary + target MIP) for termination without cause; 2× (base salary + target MIP) for termination after change in control .
- Equity acceleration: Unvested RSUs/PSUs vest/pay out upon change in control pursuant to the ICP; amounts shown above reflect such acceleration .
- Clawback and non‑compete: Awards subject to clawback policies and forfeiture provisions; restatement/fraud may lead to recoupment; non‑compete restrictions apply to certain payments .
Company Performance Context (FY2023–FY2025)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues (USD) | $3,232,600,000 | $3,159,600,000 | $3,166,000,000 |
| EBITDA (USD) | $160,100,000* | $202,000,000* | $193,000,000* |
| Net Income (USD) | $35,300,000 | $81,100,000 | $120,700,000 |
Values marked with an asterisk (*) were retrieved from S&P Global.
Investment Implications
- Compensation alignment: Miller’s pay is predominantly at‑risk, with a 65% MIP tied to ROIC and net income and 60% of LTI in PSUs tied to three‑year ROIC, annual organic revenue growth, and rTSR, supporting pay‑for‑performance and shareholder alignment . FY2025 MIP paid 176% of target on strong results, evidencing execution against profitability goals .
- Retention and change‑of‑control: Under the pending HNI transaction, Miller is expected to continue with an expanded remit—reducing near‑term CIC severance risk—but if terminated post‑closing, his potential payout totals ~$3.09M, a meaningful retention lever and a possible timing signal near closing .
- Ownership and selling pressure: No options outstanding (limits forced exercise‑driven sales); hedging/pledging prohibited; Miller holds 43,491 Class A shares and is in compliance with 2× salary ownership guidelines—moderate alignment without leverage‑driven risk .
- Program design changes: FY2025 increases (+5% of salary to Miller’s LTI and MIP targets) migrated targets toward market median, potentially lifting forward equity grants and dilution but maintaining robust performance gates via PSUs .