Todd Kelsey
STEELCASEAbout Todd Kelsey
Todd P. Kelsey, age 60, has served as an independent director of Steelcase since 2017. He is President and Chief Executive Officer of Plexus Corp., having been CEO since 2016 and President in 2016–2022 and again since 2024; he joined Plexus in 1994. The Board cites his global experience, technology background, and current role as CEO of a global company; he currently chairs Steelcase’s Audit Committee and is a designated Audit Committee Financial Expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Plexus Corp. | Chief Executive Officer | 2016–present | Global operations leadership |
| Plexus Corp. | President | 2016–2022; 2024–present | Executive leadership |
| Plexus Corp. | Joined Plexus | 1994 | Technology and manufacturing background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Plexus Corp. (public) | Director | 2016–present | Other public company directorship |
Board Governance
- Independence: Determined independent (8 of 10 directors independent in FY2025); Board reviewed transactions with companies affiliated with independent directors (including Kelsey) and found none material.
- Committee assignments (FY2025): Audit (Chair; financial expert), Compensation, Executive.
- Attendance: Board met 12 times in FY2025; each director attended ≥75% of Board/committee meetings and attended the 2024 annual meeting.
- Audit Committee remit includes risk oversight and IT systems/security; all members meet NYSE independence and financial literacy standards.
| Governance Metric | FY2024 | FY2025 |
|---|---|---|
| Board meetings held | 9 | 12 |
| Director independence status | Independent | Independent |
| Audit Committee meetings | 8 | 8 |
| Compensation Committee meetings | 6 (FY2025) | 6 |
Fixed Compensation
- Structure (FY2025): Board annual retainer $215,000 (40% cash/60% stock); Board Chair $322,500; Committee chair retainers—Audit $20,000, Compensation $15,000, Corporate Business Development $15,000, Nominating & Corporate Governance $15,000; Audit Committee member retainer $10,000 (cash). Directors may elect to receive cash portion in shares.
| Component | Amount |
|---|---|
| Board annual retainer | $215,000 |
| Cash/stock split | 40% cash / 60% stock |
| Audit Chair retainer | $20,000 |
| Compensation Chair retainer | $15,000 |
| Audit member retainer | $10,000 |
Recent director compensation for Todd Kelsey:
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Fees Earned or Paid in Cash (USD) | $94,000 | $94,000 | $94,000 |
| Stock Awards (USD) | $141,000 | $141,000 | $141,000 |
| Total (USD) | $235,000 | $235,000 | $235,000 |
Performance Compensation
- No performance-based compensation is disclosed for non-employee directors; retainers are paid in cash and/or shares, with optional deferral under the Non-Employee Director Deferred Compensation Plan.
Equity grant activity and deferrals:
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Shares Issued (retainer stock) | 14,252 | 16,529 | 10,883 |
| Deferred Stock Credited (annual) | — | — | — |
| Deferred Stock – Ending Balance | 50,286 | 52,456 | 54,179 |
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Exposure | Board’s Independence View |
|---|---|---|---|
| Plexus Corp. | CEO and Director | Electronics design/manufacturing; unspecified transactions noted broadly for companies affiliated with certain independent directors | Board reviewed transactions with companies affiliated with independent directors (incl. Kelsey); none material; independence affirmed. |
Expertise & Qualifications
- Audit Committee Financial Expert; deep experience in finance, risk oversight, and IT systems/security through committee remit.
- Global technology and manufacturing leadership as CEO/President of Plexus.
Equity Ownership
| Metric | FY2025 |
|---|---|
| Class A shares beneficially owned | 44,990 |
| Ownership as % of Class A outstanding | 0.047% (44,990 / 95,425,947) |
| Class B shares beneficially owned | — |
| Deferred stock credited (Non-Employee Director Deferred Compensation Plan) | 54,179 |
| Stock ownership guideline | ≥5x cash portion of board retainer; 5-year compliance window; all directors 5+ years in compliance |
Policy safeguards:
- Hedging/pledging prohibited; directors may pledge only with pre-approval and lender blackout protections—no such approvals have been granted.
Insider Trades and Section 16 Compliance
| Item | FY2025 Status |
|---|---|
| Delinquent Section 16(a) reports | Company identified late filings only for Jennifer C. Niemann; no delinquencies noted for Kelsey. |
Related-Party Transactions and Conflicts
- Dealer relationship: Transactions with Forward Space (majority-owned by Director Niemann) reviewed and approved annually; continuing, but unrelated to Kelsey.
- Independence review: Sales to or purchases from companies affiliated with independent directors (including Kelsey) occurred in FY2025; none were material and all fell within categorical standards.
Say-on-Pay & Shareholder Feedback
| Metric | FY2024 |
|---|---|
| Say-on-pay approval | 97.5% approval at 2024 Annual Meeting (reported in 2025 proxy) |
Governance Assessment
- Strengths: Independent status affirmed despite outside CEO role; Audit Chair with financial expert designation; consistent meeting attendance; robust anti-hedging/pledging policy; director compensation aligned via equity retainer and ownership guidelines with long-standing compliance.
- Alignment: Holds 44,990 Class A shares plus 54,179 deferred shares; annual director pay mix stable and transparent; no tax gross-ups or “other compensation” for Kelsey in FY2025.
- Potential risks: External CEO role could create informational interlocks; Board’s annual independence review noted transactions with companies affiliated with independent directors, but none were material—ongoing monitoring appropriate.
- Signal to investors: High say-on-pay support and strong committee leadership suggest effective board oversight and governance continuity.