SUMMARY OF COMPENSATION FOR THE BOARD OF DIRECTORS OF STEELCASE INC.

Effective March 1, 2016, non-employee directors are compensated annually as follows.

Annual Retainers

     Board annual retainers and committee chair annual retainers shall be paid on a quarterly basis in advance, 40% in cash and 60% in either:

Each director serving as the member of the Audit Committee (other than the Audit Committee Chair) will receive an additional annual retainer of $5,000, paid on a quarterly basis in advance, in cash.

Any director compensation that is paid as a deemed investment in Steelcase Inc. Class A Common Stock under

the Steelcase Inc. Non-Employee Director Deferred Compensation Plan shall be held for the length of Board

service, and each director is required to beneficially own a total number of shares of Steelcase Inc. Class A Common Stock and/or Class B Common Stock which equals or exceeds the total number of shares of Class A Common Stock he or she has received as director compensation.

     All shares granted to directors as part of their non-cash director compensation shall be granted in the form of Steelcase Inc. Class A Common Stock, pursuant to the Steelcase Inc. Incentive Compensation Plan. The number of shares of Class A Common Stock to be awarded shall be calculated using the Fair Market Value, as defined in the Steelcase Inc. Incentive Compensation Plan, of such shares on the date on which the quarterly payment is made.

Expenses

     All directors (including committee chairs and the Board Chair) will be reimbursed for out-of-pocket expenses incurred to attend Board and committee meetings, paid in cash.

 

Payments

     Payments (of cash and stock) shall be made on or about the 10^th day of the month of March, June, September and December.

Deferred Compensation Plan

     Each non-employee director can participate in the Steelcase Inc. Non-Employee Director Deferred Compensation Plan. Under this plan, directors may defer all or part of their retainer and/or committee fees until they no longer serve on the Board of Directors. A participating director may elect to have the deferred amount deemed as an investment in Steelcase Inc. Class A Common Stock or invested in any of several investment funds.

Outside Director Benefit Plan

     Each non-employee director who is not a retiree of the Company is also eligible to participate in the Steelcase Benefit Plan for Outside Directors which provides health, vision and group travel accident benefits.

Employees and Officers

     Members of the Board of Directors who are employees or officers of the Company or any of its subsidiaries do not receive any compensation for serving on the Board of Directors or any committees thereof.

Last revised on April 14, 2016