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Share-Based Compensation
 12 Months Ended
Feb. 25, 2022
Share-based Payment Arrangement [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. As of February 25, 2022, there were 5,484,088 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.
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 AwardsFebruary 25,
2022
Performance units (1)1,205,833 
Restricted stock units3,445,438 
Total outstanding awards4,651,271 
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(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 conditions, and therefore may be significantly lower.
Performance Units
Performance units ("PSUs") are earned after the applicable performance period and only if the performance conditions 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 that have been granted where the performance period has not been completed ranged from 0 to 1,205,833 shares as of February 25, 2022. 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. 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.
In 2022, 2021 and 2020, we issued PSUs to certain employees as follows:
•448,300 PSUs to be earned over the period of 2022 through 2024 (the "2022 PSUs"),
•529,500 PSUs to be earned over the period of 2021 through 2023 (the "2021 PSUs") and
•296,600 PSUs to be earned over the period of 2020 through 2022 (the "2020 PSUs").
These PSUs are earned based on performance conditions established annually by the Compensation Committee within the first three months of each applicable fiscal year. The PSUs are then 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, or if the performance conditions involve a qualitative assessment and such assessment has been made, 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 February 25, 2022, the 2022 PSUs, 2021 PSUs and 2020 PSUs were considered granted as follows:
•In 2022, the performance conditions were established for Tranche 1 of the 2022 PSUs, Tranche 2 of the 2021 PSUs and Tranche 3 of the 2020 PSUs, and accordingly, such tranches were considered granted in 2022.
•In 2021, the performance conditions were established for Tranche 1 of the 2021 PSUs and Tranche 2 of the 2020 PSUs, and accordingly, such tranches were considered granted in 2021.
•In 2020, the performance conditions were established for Tranche 1 of the 2020 PSUs, and accordingly, such tranche was considered granted in 2020.
Based on actual results, the 2020 PSUs were earned at 70% of the target level, as modified, and 207,620 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 total fair value of $6.1, $3.7 and $1.6 for the PSUs with market conditions granted in 2022, 2021 and 2020, respectively. The Monte Carlo simulation was computed using the following assumptions:
FY22 AwardFY21 AwardFY20 Award
Tranche 1Tranche 2Tranche 1Tranche 3Tranche 2Tranche 1
Risk-free interest rate (1)0.3 %0.2 %0.2 %0.1 %0.1 %2.3 %
Expected term3 years2 years2 years1 year1 year3 years
Estimated volatility (2)53.5 %61.3 %58.1 %56.1 %74.1 %32.5 %
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(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 PSUYear Ended
February 25,
2022		February 26,
2021		February 28,
2020
Weighted-average grant date fair value per share of PSUs granted under Monte Carlo$14.38 $13.29 $16.21 
The total PSU expense and associated tax benefit recorded in 2022, 2021 and 2020 are as follows:
Performance UnitsYear Ended
February 25,
2022		February 26,
2021		February 28,
2020
Expense$1.6 $7.7 $2.7 
Tax benefit0.4 2.0 0.7 
The 2022 PSU activity is as follows:
Maximum Number of Nonvested UnitsTotalWeighted-Average
Grant Date
Fair Value per Unit
Nonvested as of February 26, 2021898,156 $14.06 
Granted1,019,517 14.38 
Vested(711,840)14.26 
Nonvested as of February 25, 20221,205,833 $14.21 
As of February 25, 2022, there was $0.2 of remaining unrecognized compensation cost related to nonvested PSUs. The cost is expected to be recognized over a remaining weighted-average period of 1.4 years.
The total fair value of PSUs vested during 2022, 2021 and 2020 was $2.5, $6.4 and $1.7, 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.
Restricted Stock Units
During 2022, we awarded 2,064,722 restricted stock units ("RSUs") to certain employees. RSUs have restrictions on transfer which lapse one to three years after the date of grant, at which time RSUs are issued as unrestricted shares of Class A Common Stock. 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.  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 that the participant becomes retirement-eligible.
The weighted-average grant date fair value per share of RSUs granted in 2022, 2021 and 2020 is as follows:
Grant Date Fair Value per ShareYear Ended
February 25,
2022		February 26,
2021		February 28,
2020
Weighted-average grant date fair value per share of RSUs granted$13.08 $9.49 $15.84 
The total RSU expense and associated tax benefit recorded in 2022, 2021 and 2020 are as follows:
Restricted Stock UnitsYear Ended
February 25,
2022		February 26,
2021		February 28,
2020
Expense$13.7 $12.4 $13.3 
Tax benefit3.5 3.1 3.6 
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 2022 RSU activity is as follows:
Nonvested UnitsTotalWeighted-Average
Grant Date
Fair Value
per Share
Nonvested as of February 26, 20212,285,965 $12.11 
Granted2,064,722 13.08 
Vested(811,242)15.54 
Forfeited(94,007)12.81 
Nonvested as of February 25, 20223,445,438 $11.86 
There was $18.8 of remaining unrecognized compensation cost related to RSUs as of February 25, 2022. The cost is expected to be recognized over a weighted-average period of 1.9 years.
The total fair value of RSUs vested was $10.1, $10.7 and $12.6 during 2022, 2021 and 2020, 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 61,360, 64,107 and 41,941 unrestricted shares at a weighted average grant date fair value per share of $13.81, $12.21 and $17.31 during 2022, 2021 and 2020, respectively.