XML 42 R29.htm IDEA: XBRL DOCUMENT
v3.21.1

Share-Based Compensation | 12 Months Ended
--- | ---
Feb. 26, 2021
Share-based Payment Arrangement, Noncash Expense [Abstract] |
Share-Based Compensation | SHARE-BASED COMPENSATION The Steelcase Inc. Incentive Compensation Plan (the “Incentive Compensation Plan”) provides for the issuance of share-based compensation awards to employees and members of our Board of Directors. There are 25,000,000 shares of Class A Common Stock reserved for issuance under our Incentive Compensation Plan, with 2,087,863 shares remaining for future issuance under our Incentive Compensation Plan as of February 26, 2021. A variety of awards may be granted under the Incentive Compensation Plan, including stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, cash-based awards, phantom shares and other share-based awards. Outstanding awards under the Incentive Compensation Plan vest over a period of three years. Our Board of Directors may amend or terminate the Incentive Compensation Plan at its discretion subject to certain provisions as stipulated within the plan. In the event of a "change in control", as defined in the Incentive Compensation Plan, •any performance-based conditions imposed on outstanding awards will be deemed to be, immediately prior to the change in control, the greater of (1) the applicable performance achieved through the date of the change in control or (2) the target level of performance; and •all restrictions imposed on all outstanding awards of restricted stock units and performance units will lapse if either (1) the awards are assumed by an acquirer or successor and the awardee experiences a qualifying termination during the two year period following the change in control or (2) the awards are not assumed by an acquirer or successor. Share-based awards currently outstanding under the Incentive Compensation Plan are as follows:
Total Outstanding Awards | February 26, 2021
Performance units (1) | 898,156 |  |
Restricted stock units | 2,285,965 |  |
Total outstanding awards | 3,184,121 |  |
________________________ (1)This amount includes the maximum number of shares that may be issued under outstanding performance unit awards; however, the actual number of shares which may be issued will be determined based on the satisfaction of certain criteria, and therefore may be significantly lower. Performance Units Performance units ("PSUs") are earned after the applicable performance period and only if the performance criteria stated in the applicable award are achieved. After completion of the performance period, the number of PSUs earned will be issued as shares of Class A Common Stock. The aggregate number of shares of Class A Common Stock that ultimately may be issued under PSUs where the performance period has not been completed ranged from 0 to 898,156 shares as of February 26, 2021. The awards will be forfeited if a participant leaves the company for reasons other than retirement, disability or death or if the participant engages in any competition with us, as defined in the Incentive Compensation Plan. A dividend equivalent is calculated based on the actual number of PSUs earned at the end of the performance period equal to the dividends that would have been payable on the earned PSUs had they been held during the entire performance period as Class A Common Stock. At the end of the performance period, the dividend equivalents are paid in the form of cash. The expense for PSUs is determined based on the probability that the performance conditions will be met and, if applicable, the fair value of the market condition on the grant date. The PSUs are expensed and recorded in Additional paid-in capital on the Consolidated Balance Sheets over the remaining performance period. During 2021, we awarded two sets of PSUs to certain employees. The first set, consisting of 303,973 PSUs, were earned in 2021 (the “2021 Short-Term PSUs”), and the second set, consisting of 529,500 PSUs, will be earned over a three-year performance period of 2021 through 2023 (the “2021 Long-Term PSUs”). The 2021 Short-Term PSUs were earned based on our Compensation Committee’s qualitative assessment of management’s performance in 2021 in a number of specified areas (collectively, the “2021 Performance Measures”). In Q4 2021, the Committee reviewed the 2021 Performance Measures and based on the Committee's assessment, the 2021 Short-Term PSUs were considered granted and earned at 100% of the target level, and 298,263 shares of Class A Common Stock were issued to participants under such awards. The 2021 Long-Term PSUs will be earned based on achievement of certain performance conditions and then modified based on achievement of certain total shareholder return results relative to a comparison group of companies, which is a market condition. The performance conditions for the 2021 Long-Term PSUs are established by the Compensation Committee within the first three months of the applicable fiscal year for each year of the performance period. When the performance conditions for a fiscal year are established (or, if the performance conditions involve a qualitative assessment, when such assessment has been made), one-third of the PSUs awarded are considered granted. The performance conditions for the first year of the performance period involved a qualitative assessment which was made in Q4 2021, and accordingly, one-third of the 2021 Long-Term PSUs were considered granted in Q4 2021. The PSUs awarded in 2020 are earned over a three-year performance period of 2020 through 2022 (the “2020 PSUs”). The 2020 PSUs will be earned based on achievement of certain performance conditions and then modified based on achievement of certain total shareholder return results relative to a comparison group of companies, which is a market condition. The performance conditions for the 2020 PSUs are established by the Compensation Committee within the first three months of the applicable fiscal year for each year of the performance period. When the performance conditions for a fiscal year are established (or, if the performance conditions involve a qualitative assessment, when such assessment has been made), one-third of the PSUs awarded are considered granted. The performance conditions for the first year of the performance period were established in Q1 2020, and the performance conditions for the second year of the performance period involved a qualitative assessment which was made in Q4 2021. Accordingly, one-third of the 2020 PSUs were considered granted in each of Q1 2020 and Q4 2021. The PSUs granted in 2019 were earned over a three-year period based on achievement of certain total shareholder return results relative to a comparison group of companies, which is a market condition. Based on actual results, the PSUs granted in 2019 were earned at 80.0% of the target level, and 147,120 shares of Class A Common Stock were issued to participants under such awards. We used the Monte Carlo simulation model to calculate the fair value of the market conditions on the respective grant dates, which resulted in a fair value of $3.7, $1.6 and $3.3 for the PSUs with market conditions granted in 2021, 2020 and 2019, respectively. The Monte Carlo simulation was computed using the following assumptions:
| 2021 Awards - Year 1 | 2020 Awards - Year 2 | 2020 Awards - Year 1 | 2019 Awards
Risk-free interest rate (1) | 0.2 | % |  | 0.1 | % |  | 2.3 | % |  | 2.6 | % |
Expected term | 2 years |  | 1 year |  | 3 years |  | 3 years |
Estimated volatility (2) | 58.1 | % |  | 74.1 | % |  | 32.5 | % |  | 33.8 | % |
________________________ (1)Based on the U.S. Government bond benchmark on the grant date. (2)Represents the historical price volatility of our Company’s Class A Common Stock for the three-year period preceding the grant date. The Monte Carlo simulation resulted in the following weighted-average grant date fair values per PSU with market conditions:
Grant Date Fair Value per PSU | Year Ended
February 26, 2021 | February 28, 2020 | February 22, 2019
Weighted-average grant date fair value per share of PSUs granted under monte carlo | $ | 13.29 |  |  | $ | 16.21 |  |  | $ | 18.02 |  |
The total PSU expense and associated tax benefit for all outstanding awards in 2021, 2020 and 2019 are as follows:
Performance Units | Year Ended
February 26, 2021 | February 28, 2020 | February 22, 2019
Expense | $ | 7.7 |  |  | $ | 2.7 |  |  | $ | 4.2 |  |
Tax benefit | 2.0 |  |  | 0.7 |  |  | 1.1 |  |
The 2021 PSU activity is as follows:
Maximum Number of Nonvested Units | Total | Weighted-Average Grant Date Fair Value per Unit
Nonvested as of February 28, 2020 | 605,080 |  |  | $ | 17.39 |  |
Granted | 1,040,842 |  |  | 13.41 |  |
Vested | (742,056) |  |  | 15.23 |  |
Forfeited | (5,710) |  |  | 13.52 |  |
Nonvested as of February 26, 2021 | 898,156 |  |  | $ | 14.06 |  |
As of February 26, 2021, there was $0.4 of remaining unrecognized compensation cost related to nonvested PSUs. That cost is expected to be recognized over a remaining weighted-average period of 1.6 years. The total fair value of PSUs vested during 2021, 2020 and 2019 was $6.4, $1.7 and $0.0, respectively. The fair value was determined based upon the closing price of shares of our Class A Common Stock as of the date the Compensation Committee of our Board of Directors certified the awards. Restricted Stock Units During 2021 we awarded 1,371,077 restricted stock units ("RSUs") to certain employees. RSUs have restrictions on transfer which lapse three years after the date of grant, at which time RSUs are issued as unrestricted shares of Class A Common Stock. These awards will be forfeited if a participant leaves the company for reasons other than retirement, disability or death or if the participant engages in any competition with us, as defined in the Incentive Compensation Plan. RSUs are expensed and recorded in Additional paid-in capital on the Consolidated Balance Sheets over the requisite service period based on the value of the shares on the grant date. The weighted-average grant date fair value per share of RSUs granted in 2021, 2020 and 2019 is as follows:
Grant Date Fair Value per Share | Year Ended
February 26, 2021 | February 28, 2020 | February 22, 2019
Weighted-average grant date fair value per share of RSUs granted | $ | 9.49 |  |  | $ | 15.84 |  |  | $ | 14.67 |  |
The total RSU expense and associated tax benefit for all outstanding awards in 2021, 2020 and 2019 are as follows:
Restricted Stock Units | Year Ended
February 26, 2021 | February 28, 2020 | February 22, 2019
Expense | $ | 12.4 |  |  | $ | 13.3 |  |  | $ | 12.7 |  |
Tax benefit | 3.1 |  |  | 3.6 |  |  | 3.4 |  |
Holders of RSUs receive cash dividends equal to the dividends we declare and pay on our Class A Common Stock, which are included in Dividends paid on the Consolidated Statements of Cash Flows. The 2021 RSU activity is as follows:
Nonvested Units | Total | Weighted-Average Grant Date Fair Value per Share
Nonvested as of February 28, 2020 | 1,761,124 |  |  | $ | 15.28 |  |
Granted | 1,371,077 |  |  | 9.49 |  |
Vested | (800,068) |  |  | 14.45 |  |
Forfeited | (46,168) |  |  | 14.39 |  |
Nonvested as of February 26, 2021 | 2,285,965 |  |  | $ | 12.11 |  |
There was $6.7 of remaining unrecognized compensation cost related to RSUs as of February 26, 2021. That cost is expected to be recognized over a weighted-average period of 1.8 years. The total fair value of RSUs vested was $10.7, $12.6 and $15.4 during 2021, 2020 and 2019, respectively. The fair value was determined based upon the closing price of shares of our Class A Common Stock on the dates the awards vested. Unrestricted Share Grants Under the Incentive Compensation Plan, unrestricted shares of our Class A Common Stock may be issued to members of our Board of Directors as compensation for director’s fees. We granted a total of 64,107, 41,941 and 53,029 unrestricted shares at a weighted average grant date fair value per share of $12.21, $17.31 and $14.82 during 2021, 2020 and 2019, respectively.

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI http://asc.fasb.org/topic&trid=2228938 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_ShareBasedCompensationAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration