          United States Court of Appeals
                      For the First Circuit

No. 13-2011

                          NICOLE PONTE,

                      Plaintiff, Appellant,

                                v.

                         STEELCASE INC.,

                       Defendant, Appellee.


          APPEAL FROM THE UNITED STATES DISTRICT COURT
                FOR THE DISTRICT OF MASSACHUSETTS

         [Hon. Nathaniel M. Gorton, U.S. District Judge]



                              Before

                       Lynch, Chief Judge,
                   Souter,* Associate Justice,
                    and Selya, Circuit Judge.


     John A. Markey, Jr., with whom Moses Smith & Markey, LLC was
on brief, for appellant.
     Tracy Thomas Boland, with whom Morgan, Brown & Joy, LLP was on
brief, for appellee.



                         January 31, 2014




     *
        Hon. David H. Souter, Associate Justice (Ret.) of the
Supreme Court of the United States, sitting by designation.
             LYNCH, Chief Judge.              Nicole Ponte appeals from the

district court's grant of summary judgment in favor of her former

employer, Steelcase Inc., on her claims under Title VII, 42 U.S.C.

§ 2000e et seq., and Mass. Gen. Laws ch. 151B that (1) she was

subject to sexual harassment while employed there, and (2) she was

terminated in retaliation for her reports of such harassment.                     We

apply the but-for causation standard announced in University of

Texas Southwestern Medical Center v. Nassar, 133 S. Ct. 2517

(2013), to plaintiff's Title VII retaliation claim.                    We affirm.

                                             I.

             Because this appeal is from entry of summary judgment, we

recite the facts in the light most favorable to Ponte, and also

rely on undisputed material facts. See Winslow v. Aroostook Cnty.,

736 F.3d 23, 24 (1st Cir. 2013).

             Steelcase    is     a    Michigan      company     that   manufactures

furnishings and sells a variety of workplace products and services;

its sales are primarily conducted through its dealers, who are

effectively Steelcase's clients.                  Steelcase, for its healthcare

division, hired Ponte in mid-June 2010 as an Area Manager in New

England, and she was employed there for less than a year, until May

27, 2011.     Ponte was the only Area Manager for the New England

region.

             Robert    Lau,    the     Regional      Manager    for    Eastern   Area

Healthcare    Sales,     hired       Ponte    and   was   her   direct   supervisor


                                         -2-
throughout.1   Lau and Ponte both worked for Nurture, Steelcase's

healthcare division, but Lau was based in Kentucky while Ponte was

based in Boston.   Lau reported directly to Kyle Williams, head of

Nurture.

           Lau instructed Ponte to spend her first ninety days at

Steelcase completing her training, "listening and learning," and

building her relationships with her three key dealers: Susan Hughes

at Office Environments of New England ("OENE"), Suzanne Ludlow at

Business Interiors, and Edward Kuchar at BKM.

           Ponte's performance problems began almost immediately.

In June 2010, Mary Chestnut, Ponte's Human Resources contact, noted

that she had received feedback from another Steelcase employee that

Ponte was having "more issues" with the initial "on-boarding"

process than other recent hires.

           Early on, Lau received sua sponte complaints about Ponte

from one of her dealers.   On July 8, 2010, after Ponte failed to

attend a meeting at OENE that she had said she would attend, Susan

Hughes emailed Bob Kelly, the CEO of OENE, to detail that episode

and to outline her general problems with Ponte's early performance.

In the three weeks that Ponte had been working, Hughes found her to



     1
         There were Area Managers in the other regions of the
country. Area Managers are responsible for maintaining existing
relationships with key regional dealers and for advancing sales of
Steelcase products in their regions.     Lau also supervised Area
Healthcare Managers from ten other regions on the East coast, in
addition to Ponte.

                                -3-
be "too impulsive, making assumptions, not following through on

what she says she will do, and not planning ahead or communicating

well."    There had been "little or no prep for any meeting I have

attended with her."   On July 15, CEO Kelly forwarded this email to

Lau.

           Two Incidents Alleged to Be Sexual Harassment

           Soon after Hughes's July 8 email, Ponte attended training

at Steelcase headquarters in Grand Rapids, Michigan.   A portion of

the training was specific to Nurture employees, while another

portion of it was part of a more general "Escalate" training

program, received by all Steelcase sales employees. After training

ended one evening, Lau, Ponte, and two other trainees went out for

dinner.   Following dinner, though Ponte was set to go back to her

hotel with the other trainees, Lau was "persistent" that Ponte join

him in the car so that he could drive her back to her hotel.     Of

the three trainees, Ponte was the only one who reported to Lau.

The other two trainees, Robin Goldhawk and Jared Mejeur, reported

to Benjamin Pratt, Lau's West coast counterpart.         During the

roughly fifteen-minute drive to the hotel, Lau reached his arm

around Ponte's seat to put his hand on her right shoulder, and left

his hand there for about a minute. During that ride, he emphasized




                                -4-
to Ponte that he had done a lot to get her this job, and that she

owed him to do "the right thing by him."2

             Ponte recounted the events of the car trip to Goldhawk

and   Mejeur.      Mejeur   testified        that   Ponte    said   she    "had   an

interesting car ride back to the hotel" and that she had felt

"taken aback" by Lau's actions. Goldhawk testified that Ponte said

"something like Rob hit on her," but reported it to Goldhawk on a

different evening.

             Later during Ponte's training in Grand Rapids, she and

Lau   attended     a   dinner    with   a     different     group   of    Steelcase

employees.      Lau again insisted on driving Ponte back to her hotel,

over her insistence that she had a ride with other trainees.3

During this drive, Lau again reached his arm around Ponte to rest

his hand on her shoulder, and kept his hand there for the majority

of the fifteen- to twenty-minute drive back to the hotel.                   She did

not request that he remove his hand.                Ponte did not report this

incident to her peers.          Nor did she report either incident at the

time to Steelcase supervisors.              Lau's actions during the two car


      2
        Lau admits that he drove Ponte back to her hotel on one
occasion, however he denies putting his arm around Ponte and making
comments implying that she owed him for the role he played in
getting her the job.      Lau later testified that he wanted to
"understand how the training [was] going, how the class [was]
going, . . . [was] she comfortable with the company and the
culture." Because we view the facts in Ponte's favor, we assume
that these events transpired as she describes.
      3
        Lau denies that a second car ride with Ponte took place.
Again, we assume it did.

                                        -5-
rides are the only incidents on which Ponte's sexual harassment

claim rests.

          After the training in Grand Rapids, on July 23, 2010, Lau

sent Ponte a brief email, and told her that he had received

"[p]ositive feedback" from Hughes at OENE.   Lau also arranged for

John Curry, a Steelcase Regional Sales Manager based in Boston, to

meet with and coach Ponte.4

          Four days later, on July 27, Ponte called Chestnut in

Human Resources and expressed concerns about losing her job,

explaining that she had both been late to and not prepared for a

meeting with the CEO of OENE.    This was separate from her earlier

failure to show up at the OENE meeting with Hughes.   Chestnut told

Ponte that Ponte's performance was "not meeting expectations," and

that Ponte needed to discuss that with Lau. Chestnut offered to be

a part of any such meeting, but Ponte declined the offer.     Ponte

does not claim to have told Chestnut in this call about the two

incidents or to have made any assertion of improper conduct by Lau.

          Ponte does not dispute that she and Lau had weekly phone

calls beginning in August 2010, in which Lau provided Ponte with

coaching and support, though Ponte's later view was that these

calls were insufficient.      The calls continued until the end of

Ponte's employment.   Also, in August 2010, Lau arranged for Brenda



     4
        In this email, Lau also informed Curry that Ponte had said
her mother was suffering from "stage 4 cancer."

                                 -6-
Brewer, a Regional Performance Consultant, to assist Ponte in her

professional development.

             Months later, Ponte called Chestnut to report she was

having problems with Lau.       She does not give a date or offer a

record of the call, other than she recalled it being in February or

March 2011.     It is this phone call that Ponte relies upon as the

protected activity of reporting harassment for which she was

allegedly terminated in May 2011.          Ponte told Chestnut that she

perceived a lack of support from Lau, and that she "thought a lot

of it was related to something that happened in July."                   Ponte

testified    that   she   "didn't   go    into   detail"   about   the    July

incidents.     She did not characterize them as sexual harassment.

She did say that she was "in a position with Rob [Lau] where [she]

was alone [on] a couple of occasions and [] was made to feel

uncomfortable." But Ponte also told Chestnut that she did not want

to pursue this issue.      She told Chestnut that she "didn't want to

get anybody in trouble but [] felt that it was still impacting" her

performance.     This call was seven or eight months after the July

events.

             Chestnut testified that she did not recall the specific

call Ponte recounted.     However, she noted that when Ponte did call

Chestnut, it was to explain personal issues regarding Ponte's

mother's illness, and "not about anything going on at work."               We

take as true that the call was as Ponte has recounted.


                                    -7-
             On March 2, 2011, Suzanne Ludlow of Business Interiors,

another one of Ponte's three major dealers, emailed Lau to express

several concerns and complaints about Ponte's job performance to

that point.       Ludlow also noted in the email that she had spoken to

Hughes, Ponte's main dealer at OENE, about Ponte and that the two

were "on the same page."

             In response, Lau spoke with Ponte the next day about

Ludlow and Hughes's complaints.           On March 11 Lau emailed his notes

about the meeting with Ponte to himself and to Chestnut in Human

Resources.    The notes say Lau covered with Ponte the complaints he

had received from the dealers, reminded Ponte of the crucial

importance    of    clear   communication,       and    set   out   a   series   of

expectations for her going forward.               He also noted that Ponte

stated she felt there was "no basis" for the dealers' concerns.

Ponte did not deny these complaints were made, and does not deny

the conversation with Lau.

             On    March    11,   Ponte    and    Lau     had   another     phone

conversation.       She said that she had learned that morning that she

had skin cancer.       She also said that she had been an hour late for

her meeting with Hughes at OENE, due to traffic. Though Ponte said

that she had called Hughes to let her know she would be late,

Hughes was upset and did not want to speak with Ponte after she was

an hour late.       Lau's own notes on the conversation state that his




                                     -8-
expectation was that he and Ponte were to "make this work" with OENE.

             Also on March 11, 2011, Lau forwarded to Chestnut two of

his earlier emails about Ponte from late July 2010.          Ponte argues

that Lau began forwarding these emails to Chestnut only after Ponte

spoke to Chestnut in February or March about Lau, but the record is

inconclusive as to timing.       By contrast, Steelcase contends that

Lau began forwarding these emails to Chestnut when he was preparing

Ponte's annual performance review for the period ending on February

28, 2011 and it was clear that the review would be negative.

Steelcase's evidence is that Lau's standard practice was to inform

Human Resources in advance of giving an employee a negative review.

There is no evidence to the contrary.

             On March 21, Ponte engaged in an email colloquy with

Ludlow and Gary Lague from Business Interiors, one of Ponte's main

dealers, about an order for several types of furniture for an

office.      Ponte   provided   listings   and   price   information   for

furniture.    In response to a question about whether bed headboards

were available, Ponte responded: "Just heard from a colleague that

headboards CAN be ordered through specials.         So, you may want to

get a quote prior to the meeting Thursday."              Ludlow forwarded

Ponte's response to Lau and said that she was concerned because it

"appears [Ponte] is taking the word of colleagues" and was not sure

whether her own company carried this product.            Ludlow said she




                                   -9-
"automatically see[s] a red flag here."        Lau then followed up with

Ludlow immediately to provide the information Ludlow requested.

           A week later, presumably after Lau and Ponte had spoken

to   discuss   Ludlow's   concerns,   Ludlow    emailed    Lau   to   report

positively on a client meeting that she had attended with Ponte.

Ludlow noted that Ponte was "prepared and ready" for the meeting

and that they were "on the right track."

           Annual Performance Review Process and Aftermath

           On April 21, the day before Ponte was scheduled to have

her performance review with Lau, she sent Chestnut, at about 8:30

p.m., an email requesting a personal day the next day (April 22) to

be with her mother, who had been hospitalized.            That request was

granted, so Ponte's performance review did not take place on April

22, as planned.

           In her email, Ponte also wrote:

           I enjoy my job thoroughly and I feel since
           coming back from the sales meeting in March,
           that I have been able to work strategically
           and begin to build the necessary relationships
           that are essential to be successful. I have
           several projects that I have been working on
           and had a recent win.

She went on to note that she knew that Lau "continually talks about

[her] communication problems," but that she felt "he is not aware

of the complexities of this territory and some of the historically

difficult personalities that exist and have been discussed by other

Steelcase employees."     Ponte expressed regret about her tardiness


                                 -10-
to meetings, and also noted her perception that, as a general

matter, she did not have Lau's support.   She stated that "it seems

like I am continually asking him for support by the weekly phone

calls and requests for a territory visit."   Her email concluded:

          I am taking your advice and listening to Rob's
          [performance] assessment despite my strong
          feelings about him.     I know that you keep
          telling me that I am the only one that has a
          problem with Rob, but again, I am not a
          veteran who feels his remarks and the turnover
          at Nurture is so high that they hope not to
          deal with him very long.

It also said: "I ask that you do not share this letter with Rob for

fear of any sort of actions he might make towards me.   It is clear

to others and to me, he wants me out of the organization and will

make his word believable."

          Chestnut testified that in response to this email she

communicated to Ponte that she, Chestnut, could not move forward

with any kind of complaint or action if Ponte told her not to

reveal the information.   Chestnut also explained to Ponte that the

company had "other avenues of communicating if [Ponte] has any

concerns, because [Chestnut] did not understand what [Ponte's]

concerns were."   Chestnut reminded Ponte that Steelcase had a

"Global Integrity Hotline" that employees could call to report

problems, and that Kyle Williams, Lau's supervisor, was also

available to Ponte.   Ponte does not dispute Chestnut's account.

Ponte never called the company's hotline and did not contact



                               -11-
Williams about Lau until almost a month later, when the decision to

terminate her employment had already been made.

          Also on April 21, Lau forwarded to Chestnut an email that

he had sent to himself a few minutes earlier, about two hours after

Ponte emailed Chestnut.   The Lau email covered further performance

problems that he was having with Ponte.   Specifically, after Ponte

had expressed to him her view that Lau was not supporting her, he

responded that he was going behind the scenes to ask the dealers to

continue to give Ponte a chance in her role, and that they would be

discussing these issues in her performance review.   He also voiced

his concern that she was not a good fit for her role, and that they

"need[ed] to work through this."

          Ponte contends that because Lau forwarded this email to

Chestnut less than two hours after Ponte emailed Chestnut regarding

Lau, it supports the inference that Lau "knew" Ponte was "speaking

to Human Resources," and this supports her claim of retaliation.

However, there is no evidence that Chestnut ever disclosed to Lau

the content of Ponte's April 21 email, and Chestnut denies she did

so.   Lau had begun forwarding his notes about Ponte to Chestnut

over a month earlier, on March 11.

          Ponte took her requested personal day on Friday, April

22, postponing her performance review.    On the following Monday,

April 25, Lau forwarded Ponte's formal performance review to Kyle

Williams, his supervisor, and explained that Ponte had not been


                                -12-
able to have her performance review on the scheduled date because

of her mother's illness.

          As Ponte's direct supervisor, Lau prepared her MAPP

review5 and provided it to her.    That formal review, for the period

ending on February 28, 2011,6 gave Ponte an overall rating of

"Below Performance Expectations," and in each subcategory she was

rated as "Below Objective" or "Development Need."     The evaluation

noted that there "have been consistent concerns from a variety of

professionals regarding Nicole's clarity of communication, meeting

commitments . . . being on time, organizing, and ability to

prioritize to become more effective."    In the sales portion of her

review, which counted for 40% of the overall evaluation, Ponte's

review was poor: the sales plan for the region was $1.965 million,

and only "$680k" of those sales were realized.        The evaluation

notes that Steelcase will "evaluate this [employee situation]

closely [over the] next 30 days."



     5
       The formal review process for Area Healthcare Managers is
based on a Measurable Annual Performance Plan (MAPP). The MAPP is
based in part on the employee's measurable sales objectives, and is
shared with each employee at the start of the year so that they are
aware of their goals. The formal MAPP performance review document
is uniform across Area Healthcare Managers. Once the manager has
completed the review, it is shared with the employee; in order for
the review to be marked as "complete" in Steelcase's online review
system, both the manager and the employee must sign off on it.
     6
         Steelcase's MAPP process runs on an annual schedule
beginning each year in March. Ponte began working at Steelcase in
the middle of the 2010-2011 MAPP year, so her evaluation did not
span a full twelve months.

                                  -13-
          After reading her evaluation,7 Ponte emailed Lau on April

25, 2011, and stated that she "felt as though there were not any

surprises from our weekly discussions."    Ponte's email said that

she "appreciate[d] the trust and the risk [Lau] took" in hiring

her, and reiterated her commitment to improving in her job.

Finally, Ponte reviewed some of the details for Lau's upcoming

visit to the New England region and concluded: "I thoroughly enjoy

when you come out to the territory and look forward to your trip

here."

          On May 4, Ponte and Lau were communicating via email with

Jim Maguire, a dealer from Office Concepts.      In response to a

direct request, Ponte sent a number of sales figures.       Maguire

replied to both Ponte and Lau that the figures were incorrect and

inapplicable to his company.   Lau responded solely to Ponte: "Not

good to share wrong information.      Please correct."   Ponte then

corrected her error and re-sent the corrected information soon

after.

          Lau visited the New England region and met with Ponte on

May 12 and 13.   Ponte was responsible for planning the visit.

Afterward, Lau emailed notes to himself that his visit was poorly

organized, and that he had told Ponte that it could have been done


     7
        The record is silent on how Ponte received her review;
however, Ponte's April 25, 2011 email to Lau stated that she
"checked the appropriate box on the MAPP [Fiscal Year] [20]11
acknowledging we reviewed the appraisal together." We assume that
she reviewed the document electronically.

                               -14-
in one day instead of two.    Lau's notes also state that he thought

her ability to "lead the sales effort [was] questionable," and that

she was "playing a support role" and "not proactively targeting

accounts."     Lau testified that the May visit was when he began

seriously considering terminating Ponte's employment.

             Termination of Ponte's Employment

             Lau made the ultimate decision to terminate Ponte's

employment, in consultation with others, as is normal Steelcase

procedure.     He did so after consulting with his supervisor Kyle

Williams, with Human Resources, and with the company's legal

department.     By May 2011, Chestnut had moved to a different role

within the company, and she was replaced in Human Resources by Dawn

Waalkes.8    Ultimately, Lau concluded, with Williams' full support,

that Ponte's performance continued to be unsatisfactory and that

the best course of action was to terminate her employment.

             By May 20, 2011, Ponte had been notified that Lau and

Waalkes were traveling to Boston to meet with her on May 27.    She

then emailed Williams to request a phone conversation with him; she

stated that she had reached out to Chestnut and others about her

"concerns about Rob" and that she "shared what happened with Robin

[Goldhawk] and Jared [Mejeur] about some private issues that


     8
        Before the decision to terminate Ponte's employment was
made final, Waalkes consulted with Chestnut regarding Ponte's
history at Steelcase. Chestnut testified that she spoke to Waalkes
about Ponte, but that she did not participate in any conversation
at which the final decision about termination was made.

                                 -15-
happened."       She again did not describe any sexually harassing

conduct.

             Williams forwarded this email to Waalkes, who responded

that Ponte had also called her on May 20.           Waalkes's view was that

Ponte offered "a lot of excuses and blaming of others for things

that haven't gone well."      Ponte had given Waalkes a list of people

who Ponte felt would corroborate her view.                 The list included

Ludlow,    who   had   previously    criticized     Ponte's     work,    but   not

Goldhawk or Mejeur.

             A few days later, on May 24, Ponte emailed Lau, Waalkes,

and Williams asking for advance information as to her upcoming

meeting with Lau and Waalkes.        Specifically, she requested a short

agenda identifying the most important issues and incidents that

were to be discussed.      She also asked that she be permitted to tape

record the meeting so that she would be able to "accurately recall

and understand the feedback" provided.

             In response to this email, also on May 24, Williams

emailed Waalkes and Lau to ask whether, given these emails, Ponte's

"tone   of   surprise[,]    and     the   current   lack   of    an     immediate

replacement," Steelcase was "rushing this termination."                 Williams

clarified that he did not disagree with the decision to terminate

her.    Waalkes responded about an hour later and stated that after

consulting with Chestnut and Lau, she was "convinced this [wa]s the

appropriate next step."


                                     -16-
          On May 27, Lau and Waalkes met with Ponte and terminated

her employment.   Lau informed her that "things weren't working."

The formal exit document she was given stated that the reason for

her termination was her unacceptable level of sales performance.

After Lau left the room, leaving Waalkes and Ponte alone to deal

with various Human Resources matters, Ponte did not mention any

incidents of sexual harassment.

          After her termination, Ponte filed suit in Massachusetts

Superior Court for Suffolk County on December 12, 2011, asserting

claims of sexual harassment and unlawful retaliation under both

Title VII and Massachusetts General Laws Chapter 151B.    Steelcase

removed the case to federal court on diversity grounds.   Steelcase

moved for summary judgment on all counts at the close of discovery.

On July 25, 2013, the district court granted the motion in full,

and this appeal followed.

                                  II.

          Our review of the district court's grant of summary

judgment is de novo, and we draw all reasonable inferences in favor

of the nonmoving party.   Bose Corp. v. Ejaz, 732 F.3d 17, 21 (1st

Cir. 2013).   "Summary judgment is appropriate when there is no

genuine issue of material fact and the moving party is entitled to

judgment as a matter of law."     Cortés-Rivera v. Dept. of Corr. &

Rehab. of the Comm. of P.R., 626 F.3d 21, 26 (1st Cir. 2010).




                                -17-
A.        Sexual Harassment and Hostile Work Environment Claim

          Ponte argues that the district court erred in concluding

that no reasonable juror could conclude that the two incidents were

severe or pervasive enough to create a hostile work environment.9

          To   prevail   on   a   hostile   work   environment   claim,   a

plaintiff must establish:

          (1) that she (or he) is a member of a
          protected class; (2) that she was subjected to
          unwelcome sexual harassment; (3) that the
          harassment was based upon sex; (4) that the
          harassment   was    sufficiently    severe   or
          pervasive so as to alter the conditions of
          plaintiff's employment and create an abusive
          work    environment;    (5)    that    sexually
          objectionable conduct was both objectively and
          subjectively offensive, such that a reasonable
          person would find it hostile or abusive and
          the victim in fact did perceive it to be so;
          and (6) that some basis for employer liability
          has been established.

Forrest v. Brinker Int'l Payroll Co., 511 F.3d 225, 228 (1st Cir.

2007) (quoting Crowley v. L.L. Bean, Inc., 303 F.3d 387, 395 (1st

Cir. 2002)). For brevity, we will assume that Lau's conduct in the

two car rides with Ponte satisfies the first three elements of the

test.    Surely a new female employee feeling her supervisor's

unwelcome arm around her shoulder as he insisted on driving her


     9
         While Ponte brings claims under both Title VII and
Massachusetts state law, she does not argue that the two claims
should be treated differently. The Massachusetts Supreme Judicial
Court has said that it is "our practice to apply Federal case law
construing the Federal anti-discrimination statutes in interpreting
G.L. ch. 151B." Wheatley v. Am. Tel & Tel. Co., 636 N.E.2d 265,
268 (Mass. 1994); see also Bourbeau v. City of Chicopee, 445 F.
Supp. 2d 106, 111 (D. Mass. 2006).

                                   -18-
alone back to her hotel after work would feel very uncomfortable.

However, discomfort is not the test.        See Oncale v. Sundowner

Offshore Servs., Inc., 523 U.S. 75, 81 (1998) (noting that Title

VII was not intended to be a "general civility code" for the

workplace).

            The factors we review in assessing whether harassing

treatment meets the "severe or pervasive" standard include "the

severity of the conduct, its frequency, whether it is physically

threatening or not, and whether it interfered with the victim's

work performance."    Gerald v. Univ. of P.R., 707 F.3d 7, 18 (1st

Cir. 2013).    There were two occasions of inappropriate behavior in

July 2010; Goldhawk, Ponte's peer, described Ponte's assessment as

an incident of Lau "hitting on" Ponte.    While his physical contact

with Ponte was inappropriate, as was the subtle hint that she owed

Lau for hiring her, it ended quickly.    In the next ten months Ponte

did not experience any other inappropriate or harassing conduct,

although Lau was physically present with her on more than one

occasion.     Nor did any of his communications by email or phone

contain any harassing language.     Lau's objectionable conduct was

not pervasive by any measure.

            It is true that isolated incidents may, "if egregious

enough, suffice to evince a hostile work environment." Noviello v.

City of Boston, 398 F.3d 76, 84 (1st Cir. 2005).     But here, Ponte

does not show that her contact with Lau in Grand Rapids was


                                 -19-
egregious, or so egregious as to evince a hostile work environment.

It was not severe enough to cause her even to use the term "sexual

harassment" in complaining about it to Chestnut months later.                    On

the scale of what has been recognized as egregious conduct rising

to the required level, this was not close.            See, e.g., Oncale, 523

U.S. at 77, 81 (holding that a male employee working on an oil

platform had a cause of action for a hostile work environment

against his male coworkers who subjected him to "sex-related,

humiliating actions" and threatened him with rape); Billings v.

Town of Grafton, 515 F.3d 39, 47-50 (1st Cir. 2008) (reversing a

grant of summary judgment in favor of employer on a hostile work

environment claim where supervisor repeatedly and egregiously

stared at a female employee's breasts on many occasions over a

multi-year period); Marrero v. Goya of P.R., Inc., 304 F.3d 7, 19

(1st   Cir.    2002)   (affirming      jury   finding    of     a    hostile   work

environment where female plaintiff was subject to "harassment on a

daily basis, including humiliating sexual remarks and innuendos,"

for over a year); Crowley, 303 F.3d at 397 (affirming Title VII

judgment in favor of female employee where a four-month period of

a coworker's unwanted touching and innuendo culminated in his

breaking into the employee's home and accosting her); O'Rourke v.

City   of     Providence,    235     F.3d   713,   718-20     (1st    Cir.     2001)

(reinstating a hostile work environment verdict in favor of fire

department's      first     female     firefighter      where       one   coworker


                                       -20-
"constantly discussed sexual positions and oral sex," and another

"blew in her ear, rubbed his cheek against hers, and stood over her

with their bodies squarely touching as she made copies," among

other things).

          No reasonable jury could conclude that these incidents

"amount[ed]    to   a   change     in     the   'terms   and   conditions    of

employment,'" Faragher v. City of Boca Raton, 524 U.S. 775, 788

(1998), or created a hostile work environment. The record does not

support a finding that the two incidents interfered with Ponte's

job performance.    At most, Ponte testified that Lau's behavior

          [i]mpacted the relationship that I feel I
          needed to have in this role. I know that in
          this role that it was a big opportunity with a
          lot of responsibilities that I know I needed
          coaching in. . . . Because we didn't have a
          good relationship that ultimately impacted my
          role and my performance.

This does not state a claim that harassment interfered with her

performance.   What she refers to as a lack of a good relationship

is not, on the record, tied to any harassment.                 Cf. Pomales v.

Celulares Telefónica, 447 F.3d 79, 84 (1st Cir. 2006) (affirming

summary judgment where there was no evidence that the complained of

conduct negatively affected the plaintiff's ability to perform her

job functions).

          Summary       judgment    is     an   "appropriate     vehicle    for

'polic[ing] the baseline for hostile environment claims.'"             Id. at

83 (alteration in original) (quoting Mendoza v. Borden, Inc., 195


                                        -21-
F.3d 1238, 1244 (11th Cir. 1999) (en banc)).           Ponte's claim falls

below our established baseline, and we affirm the district court's

grant of summary judgment in Steelcase's favor.

B.           Retaliatory Termination Claims

             Ponte's second claim is that her termination was, rather

than a result of her performance problems, a retaliatory response

to her complaints to Chestnut about Lau.                   The Supreme Court

recently held as to Title VII retaliation claims that "[t]he text,

structure, and history of Title VII demonstrate that a plaintiff

making a retaliation claim under § 2000e-3(a) must establish that

his or her protected activity was a but-for cause of the alleged

adverse action by the employer."          Univ. of Tex. Sw. Med. Ctr. v.

Nassar, 133 S. Ct. 2517, 2534 (2013).                It rejected the less

stringent     standard   that    the    plaintiff   must     show   only   that

retaliation    was   a   "motivating"     factor.     On    this    record,   no

reasonable factfinder could reach the conclusion that this but-for

standard has been met.

             Retaliatory termination claims based on circumstantial

evidence are evaluated using the McDonnell Douglas burden-shifting

framework.    Gerald, 707 F.3d at 24.         To make a prima facie showing

of retaliation, the plaintiff must show that she engaged in

protected conduct, that she suffered an adverse employment action,

and that a causal nexus exists between the protected activity and

the adverse action.      Id.    There is no question that Ponte suffered


                                       -22-
an adverse employment action; we address the other requirements in

turn.

             Ponte argues that her February-March 2011 phone call to

Chestnut saying she was uncomfortable with Lau's behavior was

protected conduct, as the call contained what a factfinder could

conclude was an implicit complaint of harassment.10 The call, which

came several months after the incidents, was far from a clear

complaint about harassing behavior.      See Fantini v. Salem State

Coll., 557 F.3d 22, 32 (1st Cir. 2009) ("The term protected

activity refers to action taken to protest or oppose statutorily

prohibited discrimination." (quoting Cruz v. Coach Stores Inc., 202

F.3d 560, 566 (2d Cir. 2000)) (internal quotation marks omitted)).

But Ponte's report to Chestnut did not "go into detail" and did not

indicate that she felt she had been sexually harassed.       We are

doubtful that she engaged in protected conduct, but we do not rest

on that ground.

             Even assuming that Ponte's call to Chestnut constituted

protected activity, Ponte has failed to make a prima facie case.



        10
        In her brief, Ponte also attempts to characterize her April
21 email to Chestnut as protected conduct, but that email does not
qualify. It does not complain of sexual harassment at all. The
conduct complained of in that email -- a lack of support from Lau,
her superior -- is not prohibited by Title VII, 42 U.S.C. § 2000e-
(3), or by chapter 151B of the Massachusetts General Laws. See
Walker v. City of Holyoke, 523 F. Supp. 2d 86, 113 (D. Mass. 2007)
(noting that conduct is not protected in a retaliation context
where it does not allege an employment practice prohibited by
either statute).

                                 -23-
A reasonable factfinder could not find there was a causal nexus

between Ponte's vague statements to Chestnut and the termination of

her employment in May 2011. Ponte argues that the relatively short

period of time between her February-March 2011 call to Chestnut and

her termination in May 2011 supports the inference that this report

caused her termination.     "[C]hronological proximity does not by

itself establish causality, particularly if '[t]he larger picture

undercuts any claim of causation.'"     Wright v. CompUSA, Inc., 352

F.3d 472, 478 (1st Cir. 2003) (second alteration in original)

(quoting Soileau v. Guilford of Me., Inc., 105 F.3d 12, 16 (1st

Cir. 1997)).     Here, the larger picture quite clearly undermines

Ponte's claim.

             First, it is noteworthy but not itself conclusive that

Ponte's performance problems began before the harassing incidents

took place.    Before her training in Grand Rapids, Ponte's trouble

getting up to speed internally was noted by Mary Chestnut of Human

Resources.     Indeed, one of Ponte's main dealers, Susan Hughes of

OENE, complained about Ponte's performance as early as July 8,

2010.

             Second, the complaints about Ponte's performance came

from people other than Lau, from men and women who worked directly

with her.    Nor did the complaints go only to Lau.   They went also

to Chestnut.     In fact, Lau arranged for Ponte to get performance

assistance from Brenda Brewer and John Curry. There is no evidence


                                 -24-
that Lau, who seldom saw Ponte face-to-face and who communicated

with her primarily via phone and email, prevented Ponte from

performing well in her job.

          Further, Ponte admitted she had failed often and was

having problems performing her job.           As early as her July 27, 2010

call with Chestnut, she indicated an early concern about losing her

job and recounted an instance where she was late to and unprepared

for a meeting with OENE's CEO.          Nine months later, Ponte emailed

Lau that based on their weekly conversations, she "felt as though

there were not any surprises" in her negative performance review.

As to timing, her performance review advised Ponte that her

situation would be monitored "closely" over the next thirty days.

Her employment termination was roughly one month later.

          In that month, she did not redeem herself.               Ponte made a

mistake   with    a   dealer   when     she    sent    him   incorrect   sales

information,     as   the   dealer    pointed    out    to   her   and   Lau.

Furthermore, others aside from Lau shared the view it was time to

terminate her employment.       Lau's supervisor Kyle Williams signed

off on the decision, as did Waalkes from Human Resources, as did

Steelcase's legal department.11          After consulting with Lau and


     11
         The retaliating party must be aware of the protected
activity that he is believed to be retaliating against.         See
Medina-Rivera v. MVM, Inc., 713 F.3d 132, 139 (1st Cir. 2013).
Ponte urges us to find it reasonable to infer Lau's awareness of
these specific reports from the fact that Lau told her that he knew
she was speaking to Human Resources. The record does not support
such an inference, as Chestnut denied relaying Ponte's complaints

                                      -25-
Chestnut, Waalkes was "convinced" that termination was the correct

course of action.

              Even if she had made a prima facie case of retaliation,

which   she    did    not,   Steelcase   met     its   burden   to       establish   a

"legitimate, non-retaliatory" reason for the termination, so the

final burden rests with Ponte to show that this proffered reason

was mere pretext. Alvarado v. Donahoe, 687 F.3d 453, 458 (1st Cir.

2012) (quoting Roman v. Potter, 604 F.3d 34, 39 (1st Cir. 2010))

(internal quotation mark omitted).              She has not met this burden.

              The pretext inquiry focuses on the employer, and whether

the employer believed that its stated reason for the termination

was credible.        See Meléndez v. Autogermana, Inc., 622 F.3d 46, 53

(1st Cir. 2010).        For a plaintiff to "impugn the veracity" of the

employer's proffered reason is insufficient; instead, a plaintiff

must    proffer      specific   facts    that    would   enable      a    reasonable

factfinder to conclude that the employer's reason for termination

was a "sham" intended to cover up the employer's true motive.

Mesnick v. Gen. Elec. Co., 950 F.2d 816, 824 (1st Cir. 1991).

Ponte falls well short of this threshold, for the reasons we have

amply discussed.

              Ponte makes a pretext argument that the "$680k" of sales

she was credited with in her evaluation was artificially reduced



about Lau to Lau. Regardless, such an inference would not, on this
record, meet the causal standard.

                                        -26-
for the purpose of her evaluation, and that her region's sales in

fact totaled $1.23 million. Steelcase provided unrebutted evidence

that the difference between the $680,000 and $1.23 million was due

to a standard adjustment to Steelcase's regional sales numbers due

to a dealer called "Fens."        Fens is a dealer with locations in

North Carolina, Atlanta, and upstate New York, but it places all of

its orders through Boston.      As a result, all of the Fens sales are

initially credited to the New England region.            Later, the sales

credits are reallocated to the regions to which the Fens orders

actually ship, and the Boston sales totals are reduced accordingly.

This   is   a   reasonable   business   practice   and   not    evidence   of

retaliatory application of its rules.        The evidence is that Ponte

and her peers in other regions understood this policy, and that all

of the relevant sales data was available to them.              Ponte did not

object to the "$680k" figure at any point during the evaluation

process.    Ponte does not deny this.

                                   III.

            We affirm entry of summary judgment.         Costs are awarded

to Steelcase.




                                   -27-
