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Share-Based Compensation | 3 Months Ended
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May 24, 2024
Share-Based Payment Arrangement [Abstract] |
Share-based Payment Arrangement | . SHARE-BASED COMPENSATION Performance Units In Q1 2025, we issued 465,300 performance units ("PSUs") to certain employees which are earned over the period of 2025 through 2027 (the "2025 PSUs"). These PSUs are earned based on performance conditions and a market condition which were established by the Compensation Committee in Q1 2025, and thus the 2025 PSUs were considered granted in Q1 2025. In Q1 2024 and Q1 2023, we issued 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: •767,600 PSUs to be earned over the period of 2024 through 2026 (the "2024 PSUs") and •428,700 PSUs to be earned over the period of 2023 through 2025 (the "2023 PSUs"). The number of PSUs earned under the 2024 PSUs and the 2023 PSUs are 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 for these PSUs, 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). As of May 24, 2024, the 2024 PSUs and 2023 PSUs were considered granted as follows: •In Q1 2025, the performance conditions were established for Tranche 2 of the 2024 PSUs and Tranche 3 of the 2023 PSUs, and accordingly, such tranches were considered granted in Q1 2025. •In Q1 2024, the performance conditions were established for Tranche 1 of the 2024 PSUs and Tranche 2 of the 2023 PSUs, and accordingly, such tranches were considered granted in Q1 2024. •In Q1 2023, the performance conditions were established for Tranche 1 of the 2023 PSUs, and accordingly, such tranche was considered granted in Q1 2023. Once granted, the PSUs are expensed and recorded in Additional paid-in capital on the Condensed 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 Steelcase Inc. Incentive Compensation Plan ("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 $6.7, $3.2 and $1.7 for the PSUs with market conditions granted in 2025, 2024 and 2023, respectively, that remained outstanding as of May 24, 2024. The Monte Carlo simulation was computed using the following assumptions:
| 2025 PSUs | 2024 PSUs | 2023 PSUs
Tranche 2 | Tranche 1 | Tranche 3 | Tranche 2 | Tranche 1
Risk-free interest rate (1) | 7.7 | % |  | 4.9 | % |  | 3.7 | % |  | 5.2 | % |  | 4.0 | % |  | 2.6 | % |
Expected term | 3 years |  | 2 years |  | 3 years |  | 1 year |  | 2 years |  | 3 years |
Estimated volatility (2) | 38.5 | % |  | 42.4 | % |  | 44.1 | % |  | 38.9 | % |  | 37.8 | % |  | 52.2 | % |
_______________________________________ (1)Based on the U.S. Government bond benchmark on the grant date. (2)Represents the historical price volatility of our Class A Common Stock for the period prior to the grant date which is equivalent to the expected term of the tranche or award. The total PSU expense and associated tax benefit recorded during the three months ended May 24, 2024 and May 26, 2023 are as follows:
| Three Months Ended |  |
Performance Units | May 24, 2024 | May 26, 2023 |  |  |  |
Expense | $ | 7.5 |  |  | $ | 5.4 |  |  |  |  |  |  |  |  |  |
Tax benefit | 1.9 |  |  | 1.4 |  |  |  |  |  |  |  |  |  |
After completion of the performance period, the number of PSUs earned will be issued as shares of Class A Common Stock. 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 PSU activity for the three months ended May 24, 2024 is as follows:
Maximum Number of Shares of Nonvested Units | Total |  | Weighted-Average Grant Date Fair Value per Unit |
Nonvested as of February 23, 2024 | 1,299,988 |  |  | $ | 9.51 |  |
Granted | 1,887,648 |  |  | 13.27 |  |
Forfeited | (105,600) |  |  | 11.20 |  |
Nonvested as of May 24, 2024 | 3,082,036 |  |  | $ | 11.84 |  |
As of May 24, 2024, there was $7.7 of remaining unrecognized compensation expense related to nonvested PSUs, which is expected to be recognized over a remaining weighted-average period of 2.0 years. Restricted Stock Units During the three months ended May 24, 2024, we awarded 1,018,610 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 the RSUs are issued as unrestricted shares of Class A Common Stock. RSUs are expensed and recorded in Additional paid-in capital on the Condensed 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, the RSUs are expensed over the period ending on the date that 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. The total RSU expense and associated tax benefit for the three months ended May 24, 2024 and May 26, 2023 are as follows:
| Three Months Ended |  |
Restricted Stock Units | May 24, 2024 | May 26, 2023 |  |  |  |
Expense | $ | 7.0 |  |  | $ | 8.3 |  |  |  |  |  |  |  |  |  |
Tax benefit | 1.7 |  |  | 2.1 |  |  |  |  |  |  |  |  |  |
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 Condensed Consolidated Statements of Cash Flows. The RSU activity for the three months ended May 24, 2024 is as follows:
Nonvested Units | Total |  | Weighted-Average Grant Date Fair Value per Unit |
Nonvested as of February 23, 2024 | 3,151,634 |  |  | $ | 9.59 |  |
Granted | 1,018,610 |  |  | 12.24 |  |
Vested | (102,900) |  |  | 14.31 |  |
Forfeited | (42,150) |  |  | 9.26 |  |
Nonvested as of May 24, 2024 | 4,025,194 |  |  | $ | 10.14 |  |
As of May 24, 2024, there was $14.5 of remaining unrecognized compensation expense related to nonvested RSUs, which is expected to be recognized over a remaining weighted-average period of 2.1 years.

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