For fiscal year 2021,2022, the Nominating and Corporate Governance Committee considered that, during the year:

Under the policy, our General Counsel determines whether any identified potential related person transaction requires review and approval by the Nominating and Corporate Governance Committee, in which case the transaction is presented at the next Committee meeting for approval, ratification or other action. In those instances where it is not practicable or desirable to wait until the next meeting, the Committee has delegated authority to the Committee Chair to consider the transaction in accordance with the policy. If management becomes aware of an existing related person transaction which has not been approved by the Committee, the transaction is presented for appropriate action at the next Committee meeting.

The Nominating and Corporate Governance Committee is authorized to approve related person transactions which are in, or are not inconsistent with, the best interests of our company and our shareholders. Certain categories of transactions have been identified as permissible without approval by the Committee, as the transactions involve no meaningful potential to cause disadvantage to us or to give advantage to the related person. These categories of permissible transactions include, for example, the sale or purchase of products or services at prevailing prices in the ordinary course of business if (1) the amount involved does not exceed 5% of our gross revenues or the gross revenues of the related person, (2) our sale or purchase decision is not influenced by the related person while acting in any capacity for us and (3) the transaction does not result in a commission, enhancement or bonus or other direct benefit to an individual related person.

In considering any transaction, the Nominating and Corporate Governance Committee considers all relevant factors, including, as applicable:

We employ Mary-Louise Hooker as a Senior Consultant, Channel Development, which is not an executive officer position. Ms. Hooker is the sister of Lizbeth O’Shaughnessy, our Senior Vice President, Chief Administrative Officer, General Counsel and Secretary. For fiscal year 2021,2022, Ms. Hooker earned $131,188$147,706 in total compensation, which included her base salary, an annual cash award under our Employee Bonus Plan, company retirement plan contributions and life insurance premiums paid by us.

Forward Space, LLC is an independent Steelcase dealer, and Jennifer Niemann is the majority owner, President and Chief Executive Officer (“CEO”) of Forward Space. Our transactions with Forward Space during fiscal year 20212022 consisted of (1) of:

The following companies are, or were during fiscal year 2021,2022, beneficial owners of more than 5% of our Class A Common Stock, and they or their respective affiliates purchased products and related services from us or our dealers, in the following amounts, during fiscal year 2021:2022:

In each case, the purchases represent less than 5% of our annual revenues and the applicable shareholder’s annual revenues, and the purchases were made in the ordinary course of business at prevailing prices not more favorable to the shareholder than those available to other customers for similar purchases.

In addition to the transactions detailed above,on the previous page, during fiscal year 20212022, we entered into commercial transactions, either directly or indirectly through our dealers, with companies of which our directors, executive officers or their respective family members are owners or serve as directors, executive officers or employees. All of such transactions were entered into in the ordinary course of business on an arm’s‑length basis and represented an immaterial percentage of both our and the other party’s revenues, and the applicable related person did not receive any direct personal benefit from the transaction.transactions. Accordingly, we do not believe that any of the applicable related persons had a material interest in any of these transactions.

The Nominating and Corporate Governance Committee reviewed each of the transactions detailed above,on the previous page, and following such review, the Committee approved the employment of Mary-Louise Hooker, the payment of related compensation to her and the transactions with Forward Space, LLC. Pursuant to our Related Person Transactions Policy, approval of the transactions with BlackRock, Inc., Fifth Third Bancorp and The Vanguard Group was not required because such parties are institutional shareholders holding our stock with no apparent purpose or effect of changing or influencing control of our company.

Our Board of Directors met fifteennine times during fiscal year 2021.2022. Each of our directors attended at least 75% of the total number of meetings of the Board and the committees on which they served during the year. Our Board’s policy is that each director is expected to attend our annual meeting of shareholders, and each of our directors attended our 20202021 Annual Meeting.

The following table indicates the current membership of each of the Board of Directors’ committees and the number of meetings held during fiscal year 2021.2022. All of the members of the Audit, Compensation, and Nominating and Corporate Governance Committees are independent.

The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)(which we refer to as the Exchange Act).

The Board of Directors has designated Lawrence Blanford,Todd Kelsey, Cathy Ross and Linda Williams as audit committee financial experts, as defined by the rules and regulations of the Securities and Exchange Commission, (the “SEC”),or the SEC, based on their respective financial and accounting education and experience. Mr. Blanford, Ms. Ross, Ms. Williams andAll of the other members of the Audit Committee, including Mr. Kelsey, Ms. Ross and Ms. Williams, are independent, as independence of audit committee members is defined by the listing standards of the NYSE.

The principal responsibilities of the Compensation Committee are:

Pursuant to its charter, the Compensation Committee may delegate its authority to subcommittees, provided that any such subcommittee must consist of at least two members, and the Committee may delegate appropriate responsibilities associated with our benefit and compensation plans to members of management.

The Compensation Committee has delegated to our CEO the authority to grant stock options, restricted stock and restricted units to employees. Under this delegated authority, our CEO cannot grant options to acquire more than 5,000 shares, more than 2,000 shares of restricted stock or more than 2,000 restricted units in any year to any one individual, and heshe cannot grant, in the aggregate, options to acquire more than 100,000 shares, more than 40,000 shares of restricted stock or more than 40,000 restricted units in any year. For fiscal year 2021 only, the Compensation Committee increased our CEO’s delegated

Our CEO has the authority to designate those employees who will participate in our Management Incentive Plan; however, the Compensation Committee is required to approve participation in such plan by any executive officer or anyone else who directly reports to our CEO. In addition, the Compensation Committee delegated to our CEO the authority to modify the size of the target awards granted under our Management Incentive Plan in fiscal years 20212022 and 20222023 to each of the other named executive officers by up to 10% of the officer’s base salary, positively or negatively, at the end of the fiscal year based on hisher assessment of the officer’s performance during the year.

The Compensation Committee has delegated certain responsibilities with regard to our Retirement Plan to an investment committee and an administrative committee, each consisting of members of management. The Committee also has delegated to our executive officers all responsibilities associated with our broad-based health and welfare and retirement plans, including without limitation amending, merging and terminating plans and declaring discretionary, non-discretionary and matching contributions under our Retirement Plan.

During fiscal year 2021,2022, our management conducted an assessment of our employee compensation policies and practices and concluded that any risks arising from such policies and practices are not

None of the members of our Compensation Committee was an officer or employee of our company during the fiscal year or was formerly an officer of our company, and none of our executive officers served on (1) the compensation committee (or its equivalent) or board of directors of another entity whose executive officer served on our Compensation Committee or (2) the compensation committee (or its equivalent) of another entity whose executive officer served on our Board of Directors. James Keane serves on the Board of Managers of IDEO GP LLC, which is the general partner of IDEO LP, and Timothy Brown is Executive Chair of IDEO LP, but the Board of Managers of IDEO GP LLC has agreed that Mr. Keane will be excluded from any decision-making related to management compensation.

The Executive Committee is authorized to exercise the powers of our Board of Directors when necessary between regular meetings, subject to any legal or regulatory limitations, and performs such other duties as assigned by the Board of Directors from time to time. The members of the Executive Committee consist of theour Board Chair, our CEO and the Chairs of each of the Audit, Compensation, Corporate Business Development, and Nominating and Corporate Governance Committees and our CEO.Committees.

The principal responsibilities of the Nominating and Corporate Governance Committee are:

The leadership structure of our Board of Directors involves a Board Chair who is not our principal executive officer. Robert Pew serves as non-executive Board Chair, of the Board, and James KeaneSara Armbruster serves as our CEO. OurAs a matter of practice, our Board of Directors has chosen to keep the roles of Board Chair of the Board and CEO separate as a matter offor many years, reflecting sound corporate governance practices and a balance ofbalancing responsibilities, with an

Our Board of Directors regularly meets in executive session without any members of management present. During these sessions, Robert Pew, as our Board Chair, of the Board, presides. Our Corporate Governance Principles provide that if theour Board Chair of the Board iswere to be a member of management, the outside directors willwould designate a member to preside at executive sessions.

Our risk assessment and management practices are led by our Enterprise Risk Management (“ERM”) Committee, which includes our CEO, our Chief Financial Officer, our General Counsel, our Chief InformationTechnology Officer and other senior members of our finance, legal and strategy teams. Our Board of Directors administers its oversight of risk assessment and management practices in several ways. On a quarterly basis, the Audit Committee reviews a report from our ERMEnterprise Risk Management Committee which details the keytop enterprise risks we face, as well as any significant changes in the risk profile from the previous assessment.report. On an annual basis, the Compensation Committee reviews a risk assessment of our employment compensation policies and practices prepared by management. In addition, risk identification and risk management are discussed by the Board of Directors on a regular basis as part of its review of our financial performance and business and strategic planning. We believe our Board of Directors’Board’s oversight of risk management is strengthened by having an independent director serve as Chair of the Board.our Board Chair.

One area of risk management that is a particular area of focus for our Board of Directors is information securitycybersecurity risk. Our Audit Committee receives an update on cybersecurity risk management at least twice each year, and any significant cybersecurity events are reviewed with our Board of Directors as appropriate. We use a cybersecurity scorecard that follows the National Institute of Standards and Technology’s Cybersecurity framework to identify and mitigate our information securitycybersecurity risks. We have a dedicated team that oversees and implements our cybersecurity management, compliance with applicable legal and third party data protection and data privacy requirements, and our incident response and crisis management plans. The team also provides ongoing information securitycybersecurity awareness education and annual cybersecurity training for our employees.

The Nominating and Corporate Governance Committee considers candidates suggested by its members, other directors and senior management in anticipation of potential or expected vacancies on our Board vacancies.of Directors. After identifying a potential candidate, the Committee collects and reviews publicly available information to assess whether they should be considered further. If the candidate

Nominees for director are selected on the basis of several criteria, the most fundamental of which is integrity. Directors are expected to be curious and demanding independent thinkers, whoand they must possess appropriate business judgment and arebe committed to representing the interests of our shareholders. Directors must possess knowledge, experience, skills or expertise that will enhance our Board’sBoard of Directors’ ability to direct our business.business, and they must be willing and able to spend the time and effort necessary to effectively perform their responsibilities. Our Board is committed to diversity, and a candidate’s ability to add to the diversity of our Board is also considered. Directors must be willingOur Nominating and able to spend the timeCorporate Governance Committee and effort necessary to effectively perform their responsibilities, and they should volunteer to resign from our Board in the event theydo not have a significant changepolicy with regard to the consideration of diversity in responsibilities, including a change in employment, in accordance with our Corporate Governance Principles.identifying director nominees.

The Nominating and Corporate Governance Committee will consider candidates recommended by shareholders for nomination by the Board of Directors, taking into consideration the needs of the Board and the qualifications of the candidate. Shareholders must submit recommendations to our corporate secretary in writing and include the following information:

Shareholders may also make their own nominations for director by following the process specified in our By-laws. Any shareholder who intends to nominate a director to be elected at our 20222023 Annual Meeting of Shareholders must give written notice of such intent, delivered no earlier than April 15, 202214, 2023 and no later than May 5, 2022.4, 2023.

Linda Williams was recommended as a nomineeTo comply with the universal proxy rules (once they are effective), shareholders who intend to solicit proxies for our 2023 Annual Meeting of Shareholders in support of director nominees other than those nominated by a non-management director, and her nomination was approved by the Nominating and Corporate Governance Committee and theour Board of Directors.Directors must provide notice to us by no later than May 14, 2023. Such notice must include the information required by Rule 14a-19 under the Exchange Act.

Our Board of Directors has adopted a process for interested parties to send communications to the Board. To contact the Board, any of its committees, theour Board Chair of the Board (or the lead non-management director, if one iswere to be subsequently appointed) or any of our other directors, please send a letter addressed to: Board of Directors, c/o Lizbeth S. O’Shaughnessy, Secretary, Steelcase Inc., P.O. Box 1967, Grand Rapids, MI 49501-1967.

All such letters will be opened by the corporate secretary. Any contents that are not advertising, promotions of a product or service or patently offensive material will be forwarded promptly to the addressee. In the case of communications to the Board of Directors or any committee or group of directors, the corporate secretary will make sufficient copies of the contents and send them to each director who is a member of the committee or group to which the envelope is addressed.