Timothy Brown
STEELCASEAbout Timothy C. E. Brown
Independent director of Steelcase Inc. since 2016; age 62. Chair Emeritus of IDEO LP (since Mar 2024) and Vice Chair of kyu (since 2020); previously CEO/President of IDEO (2000–2019) with subsequent leadership roles including Executive Chair (2019–2022), Chair and Co-CEO (2022–2023), Co‑Chair (2023) and Chair (2023–2024). Recognized by the Board for global innovation/technology expertise and prior CEO experience; currently serves as Chair of the Nominating and Corporate Governance Committee and is a member of the Executive Committee and Corporate Business Development Committee. Independent under NYSE standards; Board met 12 times in FY2025 and each director attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IDEO LP | CEO & President | 2000–2019 | Led global design/innovation firm (CEO experience cited by SCS Board) |
| IDEO LP | Executive Chair | 2019–2022 | Continued strategic leadership |
| IDEO LP | Chair and Co‑CEO | 2022–2023 | Senior leadership role |
| IDEO LP | Co‑Chair | 2023 | Senior leadership role |
| IDEO LP | Chair | 2023–2024 | Senior leadership role |
| IDEO LP | Chair Emeritus | Since Mar 2024 | Advisory leadership capacity |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| kyu (collective of creative organizations) | Vice Chair | Since 2020 | Ongoing external leadership role (not disclosed as a public company directorship) |
Board Governance
-
Independence and attendance
- Determined independent (one of 8 of 10 independent directors) under NYSE standards; the Board reviewed transactions with companies affiliated with independent directors and found none material .
- Board met 12 times in FY2025; each director attended ≥75% of Board/committee meetings; all directors attended the 2024 annual meeting .
-
Leadership structure and executive sessions
- Separate non-executive Board Chair (Robert C. Pew III) and CEO (Sara Armbruster); Board regularly meets in executive session without management .
-
Committee assignments (FY2025)
Committee Role FY2025 Meetings Mandate Highlights Nominating & Corporate Governance Chair 5 Director nomination, Board/committee composition, Board/CEO evaluations, ESG oversight, related-person transactions policy, director compensation review Corporate Business Development Member 4 Oversees growth strategy; reviews M&A/investments requiring Board approval Executive Member 0 Acts between meetings; comprises Board Chair, CEO, and committee chairs
Fixed Compensation
-
Standard non-employee director pay structure (FY2025)
Type Director Board Chair Board annual retainer $215,000 $322,500 Committee chair retainers (Audit / Comp / CBD / N&CG) $20,000 / $15,000 / $15,000 / $15,000 — Audit Committee member retainer $10,000 — Mix 40% cash / 60% stock (directors may elect stock in lieu of cash) Same mix All director shares issued from the Incentive Compensation Plan at fair market value on grant date . -
Timothy C. E. Brown – FY2025 paid amounts
Component Amount Fees earned/paid in cash $92,000 Stock awards (stock retainer/deferred stock) $138,000 Total $230,000 Mix mechanics Retainers payable 40% cash / 60% stock; Brown also eligible for director health plan access at director-paid premiums; eligible for Director Deferred Compensation Plan .
Performance Compensation
- Not applicable to directors. No performance-based director incentives or option awards are disclosed; director compensation is comprised of retainers (cash and stock), with optional deferral into deemed Class A Common Stock units .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Brown .
- Compensation Committee interlocks: Company reports no interlocks/insider participation for Compensation Committee members in FY2025 (Brown is not a member) .
- Executive Committee membership is by role (Board Chair, CEO, committee chairs); no meetings held in FY2025 .
Expertise & Qualifications
- Board-cited credentials: global innovation and technology background; CEO of a global company (IDEO) .
- Governance/ESG: Chairs the committee overseeing director nominations, Board/CEO evaluations, ESG policies, related-person transactions, and director compensation (N&CG Chair) .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership – Class A shares | 265 shares; <1% of class |
| FY2025 stock issuance vs deferral | 0 shares issued; 10,655 deferred stock units credited |
| Deferred stock units outstanding (FY2025 YE) | 102,368 deferred stock units (deemed investment in Class A) |
| Director stock ownership guidelines | ≥5x the cash portion of board retainer within 5 years; all non-employee directors with ≥5 years are in compliance |
| Hedging/pledging policy | Hedging prohibited; directors generally prohibited from pledging, with limited pre-approval exception; no such transactions approved to date |
Insider Trades and Section 16 Compliance
| Item | FY2025 Status |
|---|---|
| Late Section 16 filings (director-specific) | Proxy notes all filings timely except one Form 4 and one Form 5 by Director Jennifer Niemann; no late filings identified for Brown |
Related-Party Transactions and Conflicts
- Company policy: N&CG Committee administers Related Person Transactions Policy; Committee Chair may approve between meetings when impractical to wait; policy considers independence impact and third-party terms .
- FY2025 independence review found Company sold to or purchased from companies affiliated with several independent directors (including Timothy Brown); none of these transactions were material and all fell within categorical independence standards .
- Historical context at appointment: During the first three quarters of FY2017, Steelcase purchased ~$232,000 in services from IDEO LP and IDEO purchased ~$43,000 in products/services from Steelcase/dealers; each <1% of annual revenues and on an arm’s-length basis .
Note: Brown chairs the committee that administers the related-person transactions policy; the proxy discloses immaterial transactions with companies affiliated with certain independent directors, and outlines approval/oversight mechanics .
Director Compensation – Additional Details
- Deferred Compensation Plan: directors may defer retainers; amounts otherwise payable in shares must be deferred as deemed Class A Common Stock units .
- Health benefits: outside directors (non-retirees) may elect coverage comparable to U.S. employees, paying applicable premiums .
Governance Assessment
-
Positives
- Independent director; strong innovation/technology and CEO experience adds diversity of thought to Board oversight .
- Serves as N&CG Chair over director nominations, Board/CEO evaluations, ESG oversight, and conflicts policy—key levers of governance effectiveness .
- Board leadership separation (independent Chair), regular executive sessions, and strong anti-hedging/anti-pledging policy; no pledging approvals to date .
- Robust director ownership guidelines (≥5x cash portion) with reported compliance among seasoned directors; Brown has substantial deferred stock units, enhancing alignment .
- Shareholder support signal: say‑on‑pay approval of 97.5% at 2024 annual meeting (indicative of broader investor confidence in governance/compensation practices) .
-
Watch items
- Related-party activity with companies affiliated with independent directors (including Brown) deemed immaterial and within categorical standards, but continued monitoring and clear recusals are prudent given N&CG’s oversight role and Chair authority between meetings .
- Concentration of governance influence (N&CG Chair plus Executive Committee member) underscores the importance of rigorous annual Board/committee self-evaluations (disclosed practice) .