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. As of February 23, 2024, there were 5,179,745 shares of Class A Common Stock authorized for future issuance under the Incentive Compensation Plan.

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. Our Board of Directors may amend or terminate the Incentive Compensation Plan at its discretion subject to certain provisions as stipulated within the 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.

(1)This amount represents 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 conditions, and therefore may be significantly lower.

In 2024, 2023 and 2022, we issued performance units ("PSUs") to certain employees which are earned over a three-year performance period based on performance conditions established annually by the Compensation Committee within the first three months of the applicable fiscal year, as follows:

The number of PSUs earned is modified based on achievement of certain total shareholder return results relative to a comparison group of companies, which is a market condition. When the performance conditions for a fiscal year are established, one-third of the PSUs issued are considered granted. Therefore, each of the three fiscal years within the performance period is considered an individual tranche of the award (referred to as "Tranche 1," "Tranche 2" and "Tranche 3," respectively).

•In 2024, the performance conditions were established for Tranche 1 of the 2024 PSUs, Tranche 2 of the 2023 PSUs and Tranche 3 of the 2022 PSUs, and accordingly, such tranches were considered granted in 2024.

•In 2023, the performance conditions were established for Tranche 1 of the 2023 PSUs and Tranche 2 of the 2022 PSUs, and accordingly, such tranches were considered granted in 2023.

Once granted, the PSUs are expensed and recorded in Additional paid-in capital on the Consolidated Balance Sheets over the remaining performance period. 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. For participants who are or become retirement-eligible during the performance period, the PSUs are expensed over the period ending on the date the participant becomes retirement-eligible. 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.

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 total fair value of $4.5, $3.5 and $2.3 for the PSUs with market conditions granted in 2024, 2023 and 2022, respectively. The Monte Carlo simulation was computed using the following assumptions:


	2024 PSUs		2023 PSUs				2022 PSUs
	Tranche 1		Tranche 2		Tranche 1		Tranche 3		Tranche 2		Tranche 1
Risk-free interest rate (1)	3.7	%	4.0	%	2.6	%	4.7	%	2.3	%	0.3	%
Expected term	3 years		2 years		3 years		1 year		2 years		3 years
Estimated volatility (2)	44.1	%	37.8	%	52.2	%	45.5	%	43.8	%	53.5	%


Grant Date Fair Value per PSU	Year Ended
Grant Date Fair Value per PSU	February 23, 2024		February 24, 2023		February 25, 2022
Weighted-average grant date fair value per share of PSUs granted under Monte Carlo	$	8.30	$	11.13	$	14.38

After completion of the performance period, the number of PSUs earned will be issued as shares of Class A Common Stock. Based on actual results, the 2022 PSUs were earned at 84.5% of the target level, as modified, and 378,811 shares of Class A Common Stock were issued to participants under such awards. The aggregate number of shares of Class A Common Stock that ultimately may be issued under PSUs that have been granted where the performance period has not been completed ranged from 0 to 1,299,988 shares as of February 23, 2024.

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.


Maximum Number of Shares of Nonvested Units	Total	Weighted-Average Grant Date Fair Value per Unit
Nonvested as of February 24, 2023	1,060,231	$	13.11
Granted	1,315,664	8.30
Vested	(378,811)	9.45

Performance adjustments (1)	(697,096)	12.73
Nonvested as of February 23, 2024	1,299,988	$	9.51

(1)This amount represents the difference between the maximum number of shares that could have been issued for the 2022 PSUs and the number of shares actually earned based on final performance, as modified.

As of February 23, 2024, there was $2.1 of remaining unrecognized compensation expense related to nonvested PSUs, which is expected to be recognized over a remaining weighted-average period of 1.6 years.

The total fair value of PSUs vested during 2024, 2023 and 2022 was $4.9, $2.1 and $2.5, respectively. The fair value was determined based upon the closing price of shares of our Class A Common Stock on the date that the Compensation Committee certified the awards.

During 2024, we awarded 1,786,505 restricted stock units ("RSUs") to certain employees. RSUs have restrictions on transfer which lapse up to three years after the date of grant, at which time RSUs are issued as unrestricted shares of Class A Common Stock. 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. For participants who are or become retirement-eligible during the service period for awards that are considered retirement-eligible, the RSUs are expensed over the period ending on the date the participant becomes retirement-eligible. Typically, 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.


Grant Date Fair Value per Share	Year Ended
Grant Date Fair Value per Share	February 23, 2024		February 24, 2023		February 25, 2022
Weighted-average grant date fair value per share of RSUs granted	$	8.36	$	10.63	$	13.08

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 in the Consolidated Statements of Cash Flows. The 2024 RSU activity is as follows:


Nonvested Units	Total	Weighted-Average Grant Date Fair Value per Share
Nonvested as of February 24, 2023	3,293,268	$	12.11
Granted	1,786,505	8.36
Vested	(1,859,559)	12.83
Forfeited	(68,580)	10.51
Nonvested as of February 23, 2024	3,151,634	$	9.59

As of February 23, 2024, there was $9.4 of remaining unrecognized compensation expense related to RSUs, which is expected to be recognized over a weighted-average period of 1.8 years.

The total fair value of RSUs vested was $23.2, $10.1 and $10.1 during 2024, 2023 and 2022, 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.

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 131,013, 109,090 and 61,360 unrestricted shares at a weighted average grant date fair value per share of $8.53, $9.67 and $13.81 during 2024, 2023 and 2022, respectively.