UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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SIGNET JEWELERS LIMITED
(Name of Registrant as Specified In Its Charter)
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CHAIRMAN’S LETTER
May 5, 2022
Dear Fellow Shareholders
| H. Todd Stitzer Chairman of the Signet Jewelers |
Our Board of Directors (the “Board”) invites you to the 20202022 Annual Meeting of Shareholders of Signet Jewelers Limited (“Signet” or the “Company”) (the “Meeting”), which will be held on Friday, June 12, 202017, 2022, at 11:00 am,a.m., Eastern Time. Due to the developingcontinuing public health impact of the coronavirus outbreak (“COVID-19”),and ongoing uncertainty regarding COVID-19, and to support the health and well-being of our directors, employees,Directors, team members, shareholders, and other stakeholders, the meetingMeeting will be held in a virtual meeting format onlyvirtually via live audio webcast at www.virtualshareholdermeeting.com/SIG2020SIG2022. You will not be able to attend this meeting in person. If you plan to attend the meeting virtually, please review the instructions for attendance included in the “Shareholder Q&A” section of the accompanying proxy statement.Proxy Statement.
Signet is the world’s largest retailer of diamond jewelry. It has a strong store“Connected Commerce” presence acrossthroughout North America and the United Kingdom that enables it to serve customers wherever, whenever, and however they want to engage—in brick-and-mortar stores, online, and across a growing OmniChannel business. The pace at which the jewelry industry is changingdiverse mix of devices and channels. This Connected Commerce capability enables a seamless customer experience that has reinforcedbecome a widening competitive advantage in our need to transform as a company. Signet’s fiscal year ended February 1, 2020 (“category.
Fiscal 2020”)2022 was the secondfirst year of Signet’s Inspiring Brilliance strategy, the next phase of the Company’s growth journey. With leadership from CEO Gina Drosos, we set a multi-year plan entitled “Path to Brilliance” to accomplish this transformation underhigh bar for the leadershipyear—and the team delivered, meeting and exceeding expectations in the midst of our Chief Executive Officer Virginia C.“Gina” Drosos. Ginacontinuing pandemic and her leadership team have consistently led our Company to relentlessly execute on our Path to Brilliance priorities: putting the customer first, driving OmniChannel growth opportunities and thriving in a culture of agility and efficiency.
In Fiscal 2022, Signet delivered results ahead of expectations for Fiscal 2020, finishing the year strongly with its best overall holiday performance in four years. Our team delivered fourth quarter same storetotal sales growth of 2.3% and full year same storesnearly 50% with Same-store sales growth of 0.6%48.5%. We grew across every banner and every channel. eCommerce sales grew more than 27% and now represent nearly a fifth of total sales. This improvementgrowth outpaced the market and enabled the Company to increase its
US market share to 9.3%, a 270 basis point gain over the prior year.
Signet’s Directors have strong confidence in the leadership that Gina and the Signet Leadership Team are providing. We continue to support the investments the Company is making in its capabilities and growth.
We’ve also included double digit increasescontinued to strengthen and modernize the Board. This past year marked the realization of a vision that we crafted for Signet’s Board more than a decade ago. With the addition of André Branch and Dontá Wilson in e-commerce sales,February of 2021, our Board is the most diverse and positive North America same-store sales growth that accelerateddigitally minded in Company history with expertise and experience drawn from a broad mix of industries and companies.
Signet’s Board includes deep expertise in financial services, real estate, supply chain, brand development, marketing, talent and organization development, private equity, and sustainability. We have also deepened the Board’s expertise in digital technology, eCommerce, and cybersecurity.
The strength of Signet’s Board has become a meaningful competitive advantage, providing both oversight and ongoing counsel to 2.9% during the Company’s executive team. Our Directors are deeply engaged. Being mindful of the Leadership Team’s role to run business operations, we make ourselves available throughout the year as advisors and collaborators, bringing experience from outside the jewelry category to complement the Company’s deep knowledge of jewelry and the retail industry.
This year we further optimized our committee structure to create sharper focus and to fully leverage the expertise of every Director.
For example, in October of 2020 we established a free-standing Finance Committee to provide increased focus on opportunities such as strategic planning related to the outsourcing of our private label credit program and refinancing arrangements. In Fiscal 2022, this new committee was also able to focus its attention on our strategic acquisition activity, including the Diamonds Direct acquisition, and our share repurchase program.
In Fiscal 2022, we expanded the scope of the Nomination & Corporate Governance Committee to include technology leadership in areas such as cybersecurity and data privacy, eCommerce, information technology, digital capabilities, and data analytics and re-chartered it as the Governance & Technology Committee.
We also broadened the scope of the Human Capital Management & Compensation Committee. In Fiscal 2022, the Committee’s responsibilities now formally include more holistic oversight of the practices related to our team members, including the Company’s talent and performance management, succession planning, benefits and well-being strategy, and executive compensation. These responsibilities also include certain aspects of our culture, diversity and inclusion initiatives, and team member experience and engagement programs.
Finally, we expanded the responsibilities of the Corporate Citizenship & Sustainability Committee to include Environmental Responsibility, Social Responsibility, and Governance (“ESG”) leadership as follows: Environmental Responsibility (energy management, climate change, carbon footprint, waste management, responsible sourcing, and greenhouse gas emission levels), Social Responsibility (corporate culture, community impact and philanthropy, human rights, social impact, responsible supply chain management, diversity, equity and inclusion) and Governance (product safety, ethics and integrity).
These changes demonstrate our Board’s focus on continually modernizing itself to incorporate governance best practices across industries while also aligning with Signet’s strategies and the needs of Company leadership.
The Leadership Team is making similar improvements in critical fourth quarter holiday seasonHow to Win areas and, continued through the Valentine’s Day season.
moat around our business that is continuously widening as results flow through our organization. This is also expected to enable and enhance digital marketing return on investments through greater visibility of a customer's multi-touch journey.
Consistent with best governance practices, all Board members are elected annually. This year, the Board is asking shareholders to consider the re-election of 10twelve nominees to serve. The nominees for re-election providecombine diverse expertise to both guide us through our transformationprovide stewardship for shareholders and addressexperienced counsel to the immediate challenges faced by the Company as a result of the COVID-19 pandemic. In particular, the Board includes members with decades of experience in strategic corporate transformation, operations, digital marketing, technology and innovation, supply chain management, human resources, and broad financial expertise, including two former chief financial officers. More information about the Board nominees can be found in the accompanying proxy statement starting on page 10.
In the coming year, the Board will continue to work with leadership to support execution of the Inspiring Brilliance strategy and to further integrate the Company’s Purpose and sustainability efforts into the over-arching growth strategy. The importance of this integration is growing year after year as we are committed to be working withthe category leader, particularly in the critical areas of ESG as noted above.
Our Board believes that Signet has emerged from its transformation efforts as a reliable, digitally driven, share-gaining company. We have made fundamental strategic changes to our management team to evaluate and modernize our corporate purpose and refresh the areas that demonstrate corporate social responsibility. We will be focused on assessing environmental, social and governance (ESG) areasoperating model that are most materialconsistently delivering double-digit operating margins while also generating significant cash that we can use to invest in our business for long-term growth, keep debt at comfortable levels, and return excess cash to shareholders referencing standards such as those established bythrough share repurchases and dividends.
In addition to the Sustainability Accounting Standards Board (SASB), the Task Force on Climate-related Financial Disclosures (TCFD), and the United Nations Global Compact.
Thank you for your support of our company.Company. We ask that you carefully consider the information in this proxy statementProxy Statement related to the various proposals.
![]() | Sincerely, H. Todd Stitzer Chairman |
Notice is hereby given that the 2020of Annual Meeting of Shareholders (“Meeting”) of Signet Jewelers Limited (the “Company” or “Signet”) to be held on Friday, June 12, 2020 at 11:00 am, Eastern Time. The Meeting will be held entirely online live via audio webcast due to the public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our directors, employees, shareholders and other stakeholders. If you are a Signet shareholder of record, you will be able to attend and participate in the Annual Meeting online by visiting
![]() | Date & Time | ![]() | ||||
Friday, June 17, 2022, 11:00 a.m., Eastern Time | Virtual meeting via live audio webcast at: www.virtualshareholder meeting.com/SIG2022 |
At the Meeting, the following items of business shall be considered: |
1.Election of |
2. | Appointment of KPMG LLP as independent |
3. | Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (the |
Notice is hereby given that the 2022 Annual Meeting of Shareholders (“Meeting”) of Signet Jewelers Limited (the “Company” or “Signet”) to be held on Friday, June 17, 2022 at 11:00 am, Eastern Time. The Meeting will be held entirely online via live audio webcast due to the ongoing impacts and uncertainty regarding the coronavirus (COVID-19) pandemic and to support the health and well-being of our Directors, team members, shareholders and other stakeholders.
If you are a Signet shareholder of record, you will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/SIG2022.
Each of the proposals to be presented at the Meeting will be voted upon by a poll. In addition, the Company will consider the transaction of any other business properly brought at the Meeting or any adjournment or postponement thereof.
The Board has fixed the close of business on Friday, April 17, 2020,22, 2022, as the record date for the Meeting. All of the Company’s shareholders of record at the close of business on that date are entitled to notice of, and to participate and vote at, the Meeting and at any adjournment and continuation thereof.
Attendance at the Meeting will be limited to shareholders of record, beneficial owners with evidence of ownership, corporate representatives of shareholders, proxies and guests invited by management who have a 16-digit control number, which shall be on the notice, proxy card or instructions that accompanied the proxy materials.
The Meeting will be conducted pursuant to the Company’s Bye-laws and rules of order prescribed by the Chairman of the Meeting.
By Order of the Board,
Matt Shady
Corporate Secretary
May 5, 2022
May 1, 2020
www.signetjewelers.com/shareholders.
37 | ||||
39 | ||||
40 | ||||
41 | ||||
Introduction | 41 | |||
Executive Summary | 42 | |||
Our Commitment to Pay for Performance | 45 | |||
How Executive Compensation is Determined | 46 | |||
Competitive Benchmarking Analysis | 47 | |||
Elements of NEO Compensation | 48 | |||
Other | 54 | |||
Deductibility of Executive Compensation | 55 | |||
56 | ||||
EXECUTIVE COMPENSATION TABLES | 57 | |||
Summary Compensation Table | 57 | |||
Grants of Plan-Based Awards | 58 | |||
Outstanding Equity Awards | 59 | |||
Option Exercises and Shares Vested | 60 | |||
Non-Qualified Deferred Compensation | 60 | |||
61 | ||||
66 | ||||
71 | ||||
72 | ||||
73 | ||||
OTHER BUSINESS | 78 |
2022 Annual Meeting of Shareholders
Highlights of certain information in this Proxy Statement are provided below. As it is only a summary, please refer to the complete Proxy Statement and 20202022 Annual Report to Shareholders before you vote.
Proposal | Board’s Recommendation | Page | |
1. | Election of Directors | FOR all Director Nominees | |
2. | Appointment of KPMG LLP as Independent Auditor to the Company until the conclusion of the next annual meeting of shareholders and authorization of the Audit Committee to determine its compensation. | FOR | |
3. | Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers (the “Say-on-Pay” vote) | FOR | |
4. | Approval of an amendment to the Signet Jewelers Limited 2018 Omnibus Incentive Plan, including to increase the number of shares available for issuance thereunder. | FOR |
June 17, 2022, 11:00 a.m., Eastern Time |
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www.virtualshareholdermeeting.com/SIG2022 | ||||||||
Record Date April 22, 2022 Date proxy materials are first made available to Shareholders: May 5, 2022 | Electronic voting prior to the Annual Meeting www.ProxyVote.com |
Voting Matters and Board Recommendations
Proposals | Board’s Recommendation | Page | ||||||
1. | Election of Directors | FOR All Director Nominees | 8 | |||||
2. | Appointment of KPMG LLP as independent registered accounting firm of the Company, to hold office from the conclusion of this Meeting until the conclusion of the next annual meeting of shareholders, and authorization of the Audit Committee to determine its compensation. | FOR | 33 | |||||
3. | Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers (the “Say-on-Pay” vote) | FOR | 39 |
ELECTION OF DIRECTORS (See page 8)
Chairman
Director 1 Year Board Meetings in Fiscal 8 | of the meetings and those committees on which the Director served | ||||||
Standing Board Committee Meetings in Fiscal 2022 |
8 | Audit
| 7 | Human Capital Management & Compensation Committee | 4 | Governance & Technology Committee | 4 | Corporate Citizenship & Sustainability Committee | 9 | Finance Committee | |||||||||
SIGNET JEWELERS | 1 | 2022 PROXY STATEMENT |
PROXY STATEMENT SUMMARY
Committees | ||||||||||||||||
Nominees | AC | HCMC | GT | CCS | FC | Director Since | Independent | Recommended Vote | ||||||||
H. Todd Stitzer | 2012 | YES | FOR | |||||||||||||
Virginia C. Drosos | 2012 | NO | FOR | |||||||||||||
André V. Branch | ◆ | 2021 | YES | FOR | ||||||||||||
R. Mark Graf | ◆ | ◆ | C | 2017 | YES | FOR | ||||||||||
Zackery A. Hicks | ◆ | ◆ | 2018 | YES | FOR | |||||||||||
Sharon L. McCollam | C | ◆ | 2018 | YES | FOR | |||||||||||
Helen McCluskey | ◆ | C | ◆ | 2013 | YES | FOR | ||||||||||
Nancy A. Reardon | C | ◆ | 2018 | YES | FOR | |||||||||||
Jonathan Seiffer | ◆ | ◆ | ◆ | 2019 | YES | FOR | ||||||||||
Brian Tilzer | ◆ | ◆ | 2017 | YES | FOR | |||||||||||
Eugenia Ulasewicz | ◆ | C | 2013 | YES | FOR | |||||||||||
Dontá L. Wilson | ◆ | 2021 | YES | FOR |
AC | HCMC | GT | CCS | FC | ||||
Audit Committee | Human Capital Management & Compensation Committee | Governance & Technology Committee | Corporate | Finance Committee |
C = Chair
CORPORATE GOVERNANCE (See page 16)
Our corporate governance reflects best practices
BOARD ACCOUNTABILITY | ||
◆ All Directors are elected annually ◆ The Company has majority voting for Director elections | ||
LEADERSHIP STRUCTURE AND SUCCESSION PLANNING | ||
◆ The roles of the Chairman and Chief Executive Officer (“CEO”) are separate to provide clear division of responsibilities between leadership of the Board and the principal executive responsible for the Company’s operations ◆ The Board regularly participates in CEO succession planning and maintains a formal CEO succession plan ◆ A formal emergency succession plan for the Chairman has been adopted | ||
DIRECTOR INDEPENDENCE | ||
◆ The Chairman of the Board is independent and approves Board meeting agendas and oversees effective Board operation ◆ All ◆ All Directors are independent with the exception of the CEO | ||
BOARD DIVERSITY | ||
◆ The Board maintains a Diversity Policy ◆ Five of the Board nominees are women and ◆ Two Board nominees are persons of color ◆ The Board ◆ Two Board nominees identify with the LGBTQ+ community | ||
BOARD REFRESHMENT | ||
◆ A Director Tenure Policy is in place, with average tenure of Board nominees at approximately ◆ Eight of our current Directors have been added |
SIGNET JEWELERS | 2 | 2022 PROXY STATEMENT |
PROXY STATEMENT SUMMARY
BOARD EVALUATION AND EFFECTIVENESS | ||
◆ Annual Board, Committee and Director evaluations are conducted, including periodic external Board evaluations ◆ A Director skills matrix is reviewed and approved by the Board each year | ||
SHAREHOLDER ALIGNMENT | ||
◆ Company policy prohibits pledging and hedging of Company shares by Directors and employees ◆ Executive officer and Director Share Ownership Policies have been adopted |
DIRECTOR ACCESS AND ENGAGEMENT | ||
◆ Executive sessions of independent Directors are held at each regularly scheduled Board meeting ◆ All Directors continuing in office at the time are required to attend the annual meeting of shareholders, and all Directors then in office attended the ◆ Shareholders have the ability to engage with Directors through the procedures set forth on page | ||
CORPORATE CITIZENSHIP | ||
◆ The Board oversees corporate citizenship, environmental, social ◆ The Company publishes a | ||
HUMAN CAPITAL MANAGEMENT | ||
◆ The Board oversees human capital management through its Human Capital Management & Compensation Committee | ||
RISK OVERSIGHT | ||
◆ The Board oversees risk management |
EXECUTIVE COMPENSATION (See page 40)
Our executive compensation program is designed to attract, motivate, reward and retain talent and align the interests of executives with shareholders by paying for performance
Our compensation philosophy is to provide an attractive, competitive, and market-based total compensation program tied to performance and aligned with our shareholders and long-term growth and value creation. Our executive compensation practices reinforce our goals and expectations to reward the significant contributions that our executives are making to our transformational Path to Brilliance journey.and build on the considerable headwind from the exceptional performance over the past fiscal year.
SIGNET JEWELERS | 3 | 2022 PROXY STATEMENT |
PROXY STATEMENT SUMMARY
Key components of our Fiscal 2020
The Human Capital Management & Compensation Committee reviews program components, targets and payouts on an annual basis to assess the strength of pay-for-performance alignment. Performance is evaluated against short-term goals that support the Company’sour long-term business strategy and long-term goals that measure the creation of long-term shareholder value. The Compensation Committee has established an executive compensation program that contains the following key components:
Component | Objective | Performance Linkage | ||
Base salary | Provide a fixed level of pay that is not at risk and reflects individual experience and ongoing contribution and performance. | Amounts and merit increases tied to individual performance, while factoring in competitive market benchmarks. | ||
Annual bonus | Motivate and reward achievement of annual financial results against established annual goals of the Company. | Cash awards dependent on the degree of achievement against annual performance targets that align with our | ||
Long-term incentives ◆ Performance-based restricted ◆ Time-based restricted | Align management with long-term shareholder interests; retain executive officers; motivate and reward achievement of sustainable earnings growth and returns over time. | Performance-based restricted |
SIGNET JEWELERS | 4 | 2022 PROXY STATEMENT |
PROXY STATEMENT SUMMARY
Executive compensation programs incorporate strong governance features
In designing and administering the Company’s compensation program, the Human Capital Management & Compensation Committee periodically reviews benchmarks and has sought to align the program with best practices and principles, such as:
WHAT WE DO | ||||||
◆ Align pay to Company strategy and performance | ![]() | |||||
◆ Set rigorous, objective performance goals and tie vesting of performance-based equity awards to service over multiple years | ![]() | |||||
◆ Oversight of compensation and benefit programs | ||||||
◆ Impose and monitor meaningful stock ownership requirements | ![]() | |||||
◆ Maintain a clawback policy | ![]() | |||||
◆ Retain independent compensation consultant | ![]() | |||||
◆ Set maximum payout | ![]() | |||||
◆ Mitigate undue risk in compensation programs | ![]() | |||||
◆ Require double-trigger vesting for severance and | ![]() | |||||
◆ Provide reasonable perquisites | ![]() |
WHAT WE DO NOT DO | ||||||
◆ No excise tax | ![]() | |||||
◆ No dividend equivalents paid on | ![]() | |||||
◆ No hedging transactions, short sales or pledging of Company stock | ![]() | |||||
◆ No resetting of performance targets | ![]() | |||||
◆ No excessive severance benefits | ![]() | |||||
The Company received strong shareholder support for the executive compensation program in place during the fiscal year ended Please see the Compensation Discussion and Analysis (“CDA”) section of this Proxy Statement for a detailed description of executive compensation. SUSTAINABILITY AND HUMAN CAPITAL MANAGEMENT (See page 29) In Fiscal 2022, Signet launched its corporate Purpose — Inspiring Love — which informs everything we do. Signet has strengthened its Sustainability programs internally and strengthened our external data reporting capabilities. Our Human Capital Management strategy supports our Sustainability and ESG efforts. We seek to provide our team members with a compelling benefits package and nurture talent through professional development opportunities that allow our team members to shine. Our team members fully embrace and embody our Purpose, enabling them to drive our mission, which is to Celebrate Life Express Love® with our customers. SIGNET JEWELERS 2022 PROXY STATEMENTFebruary 2, 2019January 30, 2021 (“Fiscal 2019”2021”), with 85.1%98.39% of votes cast approving the advisory Say-on-Pay resolution in June 2019.2021. As in prior years, the Committee considered this input from shareholders as well as input from other stakeholders as part of its annual review of the executive compensation program. Based on the Committee’s assessment of the program, the Compensation Committee continued to apply the same principles in determining the amounts and types of executive compensation for Fiscal 2020. In addition, the Company expanded its investor outreach program to better understand its largest investors viewpoints on the Company’s executive compensation program and to include director involvement in such outreach.5
PROXY STATEMENT SUMMARY
We continued to enhance and refine our Sustainability program and related initiatives in the last year. Significant milestones and accomplishments include:
Joined Paradigm for Parity® to advance leadership equality by increasing the number of women of all races, cultures and backgrounds in leadership positions. | The Signet Love Inspires Foundation donated $1 million to the American Red Cross to provide humanitarian aid in response to the Ukraine Crisis. | Signet raised $7.6 million for St. Jude Children’s Research Hospital® during our Fiscal 2022 annual campaign, bringing our total to nearly $89 million in support over the past 23 years. | ||||||||||||||
Included in 2022 Bloomberg Gender-Equality Index (GEI). For the fourth consecutive year, Signet is the only specialty jewelry retailer to be recognized on the Bloomberg GEI for policies that support women in the workplace. | Named a Great Place to Work-Certified™ company for second year. Our commitment to creating an exceptional team member experience is reflected in our team’s strong feedback on the Great Place to Work® Trust Index© Survey. | Since 2021 Signet has been committed to the UN Global Compact corporate responsibility initiative and its principles in the areas of human rights, labour, the environment and anti-corruption. | ||||||||||||||
Launched 2030 Corporate Sustainability Goals(CSGs) in Fiscal 2022 to effectively integrate sustainability into Signet’s business operations. | Signet executives and leaders formed the Climate Action and Sustainability Committee (CASC) to advance Company leadership on climate risk and opportunities as well as address increased demand for ESG data disclosures. | Reflecting our commitment to make Signet an employer of choice for the LGBTQ+ community, Signet was rated 85 out of 100 by Human Rights Coalition Corporate Equality Index (CEI). |
SIGNET JEWELERS | 6 | 2022 PROXY STATEMENT |
Signet Jewelers Limited | May | |
Clarendon House | ||
2 Church Street | ||
Hamilton HM11, Bermuda |
The proxy or proxies accompanying this proxy statement and relating to shares of Class A Common Stock, par value $0.18 per share (the “Common Shares”) and the Series A Convertible Preference Shares, par value $0.01 per share (the “Preferred Shares”), are solicited on behalf of the Board of Directors of Signet Jewelers Limited, a Bermuda corporation, for exercise at the annual meeting of shareholders to be held on Friday, June 12, 202017, 2022 at 11:00 am,a.m., Eastern Time (the “Annual Meeting” or “Meeting”). Due to the developing public health impact of the coronavirus outbreak (COVID-19), pandemic, and to support the health and well-being of our directors, employees,Directors, team members, shareholders and other stakeholders, the meeting will be held in a virtual meeting format only via live audio webcast at www.virtualshareholdermeeting.com/SIG2020SIG2022. You will not be able to attend the Meeting in person. If you plan to attend the Meeting virtually, please review the instructions for attendance included in the “Shareholder Q&A” section below.
This proxy statement and related form of proxy are being made first available to shareholders on or about May 1, 2020.
Unless otherwise specifically stated or the context otherwise requires, all references in this proxy statement to the “Company,” “Signet,” “we,” “our,” “us” and similar terms refer to Signet Jewelers Limited and its subsidiaries.
SIGNET JEWELERS | ||||
2022 PROXY STATEMENT |
| ||
Name | Common Shares(1) | Shares that may be acquired upon exercise of options within 60 days | Total(2) | |||
H. Todd Stitzer(3) | 48,870 | — | 48,870 | |||
Virginia C. Drosos(3)(4) | 232,181 | — | 232,181 | |||
R. Mark Graf(3) | 12,216 | — | 12,216 | |||
Zackery Hicks(3) | 9,159 | — | 9,159 | |||
Helen McCluskey(3) | 18,413 | — | 18,413 | |||
Sharon L. McCollam(3) | 10,718 | — | 10,718 | |||
Nancy A. Reardon(3) | 10,718 | — | 10,718 | |||
Jonathan Seiffer(3)(5) | 7,444 | — | 7,444 | |||
Jonathan Sokoloff(3)(5) | 13,506 | — | 13,506 | |||
Brian Tilzer(3) | 13,063 | — | 13,063 | |||
Eugenia Ulasewicz(3) | 17,557 | — | 17,557 | |||
J. Lynn Dennison(6) | 24,271 | — | 24,271 | |||
Mary Elizabeth Finn(6) | 12,114 | — | 12,114 | |||
Joan M. Hilson(6) | 32,186 | — | 32,186 | |||
Jamie L. Singleton(6) | 15,132 | — | 15,132 | |||
Michele Santana(7) | 18,000 | — | 18,000 | |||
All Current Executive Officers and Directors as a group (18 persons) | 669,578 | — | 669,578 |
We are asking shareholders to consider |
Our Nomination and Corporate Governance & Technology Committee performs an annual assessment of the skills and the experience needed to maintain a well-rounded, diverse and effective Board and summarizes such assessment in a tabular matrix. In 2021, the Committee revised the list of qualifications and experience to better align with the current needs of the Company. The Committee uses the matrix to assess the current composition of the Board and to identify desired qualifications and experience for potential nominees. When identifying nominees for the Board, the Committee conducts a targeted effort to identify and recruit individuals who have the qualifications and experience identified through this process.candidates. The following tablematrix provides a summary of the criteria used for each qualification and experience trait measured, as well as the total number of Director nominee’snominees that demonstrate the specific skills, knowledge and experience.experience traits. Individuals may possess other valuable skills, knowledge and experience even though they are not indicatedincluded in the matrix below:
SIGNET JEWELERS | 8 | 2022 PROXY STATEMENT |
ELECTION OF DIRECTORS
Board Diversity, Independence and Tenure
The Company’s Corporate Governance Guidelines and NYSE listing standards require that independent Directors constitute a majority of the Board. All Directors, other than Ms. Drosos, our CEO, have been affirmatively determined by the Board to be independent in accordance with all applicable standards.
In addition to the skills and qualifications listed above under “Director Qualifications and Experience”, diversity is one of the key attributes the Governance & Technology Committee considers in identifying potential candidates for the Board, including diversity in terms of business experience, functional skills, age, gender, ethnicity and other qualities. Considering diversity for the candidates on our Board is consistent with the goal of creating a Board that best serves the needs of our Company and the interests of our shareholders and customers.
We believe that diversity with respect to tenure is also important in order to provide new perspectives, match the evolving needs of the business, and deep experience and knowledge of the Company. Therefore, we aim to maintain an appropriate balance of tenure across our Board. In furtherance of the Board’s active role in Board succession planning and refreshment, the Board has appointed eight new Directors since the beginning of 2017.
The following charts summarize the independence, tenure, age and self-identified gender and ethnic diversity of our Director nominees | ![]() | |
12 BOARD MEMBERS 45-70 Years AGE RANGE 5.42 Years AVERAGE TENURE 80% of Standing Board Committees |
SIGNET JEWELERS | 9 | 2022 PROXY STATEMENT |
ELECTION OF DIRECTORS
![]() | Principal Occupation and Experience Todd Stitzer has been Chairman of the Board of Signet since June 2012. Mr. Stitzer is also a member of the board of directors of Massachusetts Mutual Life Insurance Company, a privately held mutual life insurance company, where he served as Lead Director from 2018 to 2020 and Chairman of the Audit Committee from 2015 to 2018. Previously, Mr. Stitzer was, until its acquisition by Kraft, Inc. in 2010, the Chief Executive Officer of Cadbury plc (previously Cadbury Schweppes plc). He joined Cadbury in 1983 as Assistant General Counsel for North America, later moving into strategic planning, marketing and sales roles and becoming CEO of Cadbury plc’s wholly-owned subsidiary, Dr Pepper/7 Up in 1997. Mr. Stitzer served on the board of directors of Diageo plc from 2004 through 2013, on the advisory committee to the board of Virgin Group Holdings from 2010 through 2014 and on the advisory board of Hamlin Capital Management LLC, a privately held investment advisory firm from 2010 to 2019. Mr. Stitzer attended Springfield College, holds a bachelor’s degree from Harvard University and a J.D. from Columbia Law School. Director Qualifications and Key Skills and Attributes Mr. Stitzer has extensive global experience in senior legal, marketing, sales, strategy development and leadership roles. His executive leadership, strategic transformation experience, legal and commercial and brand-building expertise make him well suited to serve as the Chairman of our Board. | |||||||
H. TODD STITZER CHAIRMAN OF Age: 70 Director Since: January 2012 Gender: Male | ||||||||
Private Directorship Massachusetts Mutual Life Insurance Company | Former Directorship Diageo plc |
![]() | Principal Occupation and Experience Virginia “Gina” C. Drosos was appointed Chief Executive Officer of the Company on August 1, 2017. Prior to joining Signet, Ms. Drosos served as President and CEO and a director of Assurex Health from 2013 to 2017, an innovative personalized medicine company which she and her team grew multi-fold, executed the strategic sale of the company to Myriad Genetics, Inc., and were awarded Ohio’s most successful Exit of the Year. Previously, she served in roles of increasing responsibility during her 25-year career at the Procter & Gamble Company until September 2012, including serving as Group President, where she had global responsibility of the company’s fast-growing Beauty business unit and directed its strategy, operations, financials, brand portfolio, and long-term business development. Since February 2022, Ms. Drosos has served on the board of directors of Foot Locker, Inc., a publicly traded global retailer of footwear and apparel. She previously served on the board of directors of American Financial Group Inc., a publicly traded insurance holding company, from 2013 to December 2021. Ms. Drosos serves as a director of Akron Children’s Hospital, a pediatric acute care hospital in Northeast Ohio, since April 2019. Ms. Drosos holds a BBA from the University of Georgia and an MBA from the Wharton School of the University of Pennsylvania. Director Qualifications and Key Skills and Attributes With her broad background in strategic, business and financial planning and operations, Ms. Drosos brings valuable skills and insights to the Company including proven expertise in strategy, branding, marketing, digital commerce, and global operations. Ms. Drosos brings more than 30 years’ executive leadership experience in the retail, consumer goods, and healthcare industries, including extensive business expansions into new product lines, retail channels, and geographies. Ms. Drosos is a visionary and transformative leader with an entrepreneurial mindset and proven track record of growing and scaling global businesses through bold strategies, product and experience innovation, and heightened employee engagement. | |||||||
VIRGINIA C. CHIEF EXECUTIVE Age: 59 Director Since: Gender: Female | ||||||||
Public Directorship Foot Locker, Inc. | Former Directorships American Financial Group, Inc. Assurex Health |
SIGNET JEWELERS | 10 | 2022 PROXY STATEMENT |
ELECTION OF DIRECTORS
![]() | Principal Occupation and Experience André Branch has served as Senior Vice President and General Manager of MAC Cosmetics North America at Estée Lauder Companies, a publicly traded multinational cosmetics company, since March 2020. In his current role, he oversees the entire operations of MAC Cosmetics across all channels including free standing stores, department stores, specialty-multi, pure play, and eCommerce. His responsibilities include, but are not limited to strategy development and execution, supply chain management, marketing, innovation, commercial management, customer experience design, data analytics and management, consumer research, and talent pipeline development. Prior to joining Estée Lauder, he served in various roles at L’Oréal USA, a wholly-owned subsidiary of L’Oréal S.A., a publicly traded multinational cosmetics company. He was Senior Vice President, E-Commerce and Digital Operations from 2018 to 2020, where he ran digital and eCommerce operations for L’Oréal’s USA operations, and National Account Sales Vice President at Macy’s for Lancôme from 2014 to 2015. Between his stints at L’Oréal, he served as President, E-Commerce Division at The Nature’s Bounty Company, a privately held vitamins and nutritional supplements manufacturer, from 2016 to 2017 and CMO, Consumer Packaged Goods Division at The Nature’s Bounty Company from 2015 to 2016. He is a seasoned General Manager and brand builder having worked at various Consumer Packaged Goods companies, including Diageo and Kraft Foods. Mr. Branch holds an MBA from the University of Michigan and a bachelor’s degree in economics from the University of Maryland. Director Qualifications and Key Skills and Attributes As a general management and marketing executive with over 25 years of experience at some of the world��s leading consumer packaged goods companies, Mr. Branch brings to our Board contemporary omnichannel experience, a strong marketing core and passion for building and reinventing luxury brands. | |||||||
ANDRÉ V. INDEPENDENT Age: 50 Director Since: Gender: Male | ||||||||
Committees Audit |
![]() | Principal Occupation and Experience Mark Graf served as Chief Financial Officer of Discover Financial Services, a publicly traded financial services company, from April 2011 to September 2019, including service as the company’s Chief Accounting Officer from April 2011 to December 2012. Prior to joining Discover, he served as an Investment Advisor at Aquiline Capital Partners from 2008 to 2010 and a Partner at Barrett Ellman Stoddard Capital Partners from 2006 to 2008. Mr. Graf also served in various roles at Fifth Third Bancorp from 2001 to 2006 and AmSouth Bancorporation from 1994 to 2001. Mr. Graf currently serves on the board of directors of Harmony Biosciences Holdings, Inc., a publicly traded commercial-stage pharmaceutical company, since November 2020. He also serves on the board of directors of Castle Creek Biosciences, Inc., a privately held clinical-stage cell and gene therapy company, since 2021. He previously served on the board of directors of BNC Bancorp, formerly a publicly traded bank holding company, from 2010 to 2011. Mr. Graf holds a bachelor’s degree in Economics from the Wharton School. Director Qualifications and Key Skills and Attributes Mr. Graf has nearly 20 years of experience in C-Suite leadership roles in major public financial firms, as well as experience as an investor. His extensive capital analysis, consumer credit and financial management expertise, as well as his risk management and real estate skills bring valuable experience and insight to the Board. | ||||||||||||||||
R. MARK GRAF INDEPENDENT Age: 57 Director Since: July 2017 Gender: Male | |||||||||||||||||
Committees Finance (Chair) Audit Human Capital Management & | Public Directorship Harmony Biosciences Holdings, Inc. | ||||||||||||||||
Private Directorship Castle Creek Biosciences, Inc. | Former Directorship BNC Bancorp |
SIGNET JEWELERS | ||||||||||
2022 PROXY STATEMENT |
ELECTION OF DIRECTORS
![]() | Principal Occupation and Experience Zackery Hicks serves as Executive Vice President and Chief Digital Officer of Toyota Motors North America, Inc., a subsidiary of Toyota Motor Corporation, a multinational automotive manufacturer, since April 2018, and has held roles of increasing responsibility with Toyota since 1996. In his role as Chief Digital Officer, Mr. Hicks leads Toyota’s Digital Transformation and Mobility efforts which includes the strategy, development and operations of all systems and technology for the company’s North American operations and its connected car ecosystem. He is also the CEO and President of Toyota Connected North America which is driving the transformation of Toyota from an automobile company to a mobility company through the use of connected intelligence services. Mr. Hicks earned a bachelor’s degree in business management from Pepperdine University and an MBA from the University of California at Irvine. Director Qualifications and Key Skills and Attributes Mr. Hicks has successfully delivered large-scale innovation and efficiency across business operations through advanced technology and data science. He also brings diversity of industry experience and a start-up mindset to complement Signet’s Board.. | |||||||||||||
ZACKERY A. INDEPENDENT Age: 58 Director Since: Gender: Male | ||||||||||||||
Committees Governance & Technology Corporate Citizenship & Sustainability | Private Directorships Toyota Connected NA Toyota Connected EU |
![]() | Principal Occupation and Experience Helen McCluskey served as President and Chief Executive Officer and a member of the board of directors of The Warnaco Group, Inc. from 2012 until its 2013 acquisition by PVH Corporation, when she retired and became an independent director of PVH until 2014. She joined Warnaco as Group President, Intimate Apparel in 2004, and her responsibilities continued to increase, becoming Chief Operating Officer in 2010 before becoming President and Chief Executive Officer. Prior to joining Warnaco, Ms. McCluskey held various positions of increasing responsibility with Liz Claiborne Inc. from 2001 to 2004, Playtex Apparel, Inc from 1983 to 2001 (which was acquired by Sara Lee Corporation in 1991) and Firestone Tire & Rubber Company from 1977 to1983. Ms. McCluskey currently serves on the board of directors of Abercrombie & Fitch Co., a publicly traded clothing retailer, since February 2019. She previously served on the board of directors of Dean Foods Company, a publicly traded food and beverage company, from November 2015 to May 2020, and Avon Products Inc., a publicly traded international social selling beauty company, from July 2014 to January 2020. Director Qualifications and Key Skills and Attributes With Ms. McCluskey’s broad background in strategy, business planning, operations, branding, merchandising and marketing, she brings valuable skills and insight to the Company. Her leadership experience at a publicly traded company provides valuable corporate leadership and management insight to our Board. | |||||||
HELEN INDEPENDENT Age: 67 Director Since: Gender: Female | ||||||||
Committees Governance & Technology (Chair) Audit Finance | Public Directorship Abercrombie & Fitch Co. | Former Directorships Avon Products, Inc. Dean Foods Company |
SIGNET JEWELERS | 12 | 2022 PROXY STATEMENT |
ELECTION OF DIRECTORS
![]() | Principal Occupation and Experience Sharon McCollam serves as President and Chief Financial Officer of Albertsons Companies, Inc., a food and drug retailer, since September 2021. Prior to Albertsons, she served as the Chief Financial Officer and Chief Administrative Officer of Best Buy Co., Inc., a multinational consumer electronics retailer, from December 2012 until June 2016 and remained a senior advisor through January 2017. Prior to Best Buy, Ms. McCollam served in roles of increasing responsibility at Williams-Sonoma Inc. from 2000 to 2012, including Executive Vice President, Chief Operating and Chief Financial Officer. She is currently a member of the board of directors for Stitch Fix, Inc., a publicly traded online personal styling service and retailer, since November 2016. She previously served on the board of directors for Advance Auto Parts, Inc., an automotive parts provider, from February 2019 to August 2021, Chewy, Inc., an online retailer of pet products, from June 2019 to September 2021, and Whole Foods Market, a publicly traded grocery company, from May 2017 until its acquisition by Amazon in August 2017. She also serves on the board of privately held GetYourGuide AG, an online travel agency and marketplace, since October 2019. She holds a B.S. in Accounting from the University of Central Oklahoma and is a Certified Public Accountant. Director Qualifications and Key Skills and Attributes Ms. McCollam has significant experience with major public companies in C-suite positions and has been recognized as the co-pilot of a foremost OmniChannel turnaround in the retail sector while at Best Buy. She brings significant expertise in retail, finance, supply chain management, technology, customer care, real estate, enterprise shared services and store development to our Board. | |||||||
SHARON L. INDEPENDENT Age: 59 Director Since: Gender: Female | ||||||||
Committees Audit (Chair) Governance & Technology | Public Directorship Stitch Fix, Inc. | Private Directorship GetYourGuide AG | Former Directorships Advance Auto Parts, Inc. Chewy, Inc. Whole Foods Market |
![]() | Principal Occupation and Experience Nancy Reardon served as Senior Vice President and Chief Human Resources & Director Qualifications and Key Skills and Attributes Ms. Reardon is widely recognized as a leading human resources and communications executive, has significant public company experience, and has played key roles shaping strategic and operating plans, as well as helping transform corporate culture. | ||||||||||
NANCY A. INDEPENDENT Age: 69 Director Since: Gender: Female | |||||||||||
Committees Human Capital Management & Compensation (Chair) Corporate Citizenship & Sustainability | Public Directorship Big Lots, Inc. | Former Directorship The Warnaco Group, Inc. |
SIGNET JEWELERS | 13 | 2022 PROXY STATEMENT |
ELECTION OF DIRECTORS
![]() | Principal Occupation and Experience Jonathan Seiffer currently serves as a Senior Partner with Leonard Green & Partners, L.P. (“Leonard Green”), a private equity firm which is one of Signet’s significant shareholders, which he joined in 1994. Before joining Leonard Green, he worked in corporate finance at Donaldson, Lufkin & Jenrette, a US investment bank. Mr. Seiffer currently serves on the board of directors of AerSale Corporation, a publicly traded aftermarket provider of aviation products and services, since January 2010. Previously, he served on the board of directors of BJ’s Wholesale Club, a publicly traded warehouse club operator, from 2011 to June 2020, and Whole Foods Market, Inc., a then-publicly traded grocery company, from December 2008 until August 2017. He also serves on the board of directors of Authentic Brands Group, a privately-held brand development, marketing and entertainment company, since 2010. Mr. Seiffer earned a Bachelor of Applied Sciences in Systems Engineering and a B.S. in Economics from the University of Pennsylvania. Mr. Seiffer was nominated for service as a Director by Leonard Green (as described under “Director Qualifications and Experience” below). Director Qualifications and Key Skills and Attributes Mr. Seiffer brings knowledge and experience in finance, and broad-based experience in the leadership of retail businesses and companies undergoing transformations. He also offers the Board a valuable investor perspective and insight from the world of private equity, by virtue of his service as a Senior Partner of Leonard Green, a significant shareholder of the Company. | |||||||
JONATHAN INDEPENDENT Age: 50 Director Since: Gender: Male | ||||||||
Committees Audit Human Capital Management Finance | Public Directorship AerSale Corporation | Private Directorship Authentic Brands Group | Former Directorships BJ’s Wholesale Club Holdings, Inc. Whole Foods Market, Inc. |
![]() | Principal Occupation and Experience Brian Tilzer has served as Chief Digital and Technology Officer at Best Buy, a multinational consumer electronics retailer, since May 2018. Previously, he was Chief Digital Officer at CVS Health Corporation, a publicly traded healthcare and retail pharmacy company, from 2013 until 2018, where he scaled an enterprise-wide digital program to over 50 million active users. Prior to CVS Health, Mr. Tilzer was the Senior Vice President of Global eCommerce at Staples, where he developed and led several multi-channel digital innovation strategies. Mr. Tilzer holds a bachelor’s degree from Tufts University and an MBA from the Wharton School. Director Qualifications and Key Skills and Attributes Mr. Tilzer has more than 25 years of experience in information technology, strategic business development, digital transformation, planning and analysis and operations with a deep concentration in corporate, OmniChannel and eCommerce strategy. | |||||||
BRIAN TILZER INDEPENDENT Age: 51 Director Since: Gender: Male | ||||||||
Committees Governance & Technology Corporate Citizenship & Sustainability |
SIGNET JEWELERS | 14 | 2022 PROXY STATEMENT |
ELECTION OF DIRECTORS
![]() | Principal Occupation and Experience Eugenia Ulasewicz served as the President of Burberry Group plc’s American division, responsible for the US, Canada, Latin America, Central and South America, until her retirement in March 2013. Ms. Ulasewicz joined Burberry in 1998 and became a member of its executive committee in 2006. Prior to joining Burberry, she held positions of increasing responsibility with Saks, Inc. from 1993 to 1998, Galeries Lafayette from 1991 to 1993 and Bloomingdales, a division of Macy’s, Inc. (formerly Federated Department Stores, Inc.) from 1975 to 1991. She currently serves on the board of directors of three additional publicly traded companies, including Vince Holding Corp., a global luxury apparel and accessories company, since April 2014, and ASOS pic, a global online fashion retailer, since April 16, 2020, and Dufry Group, a global travel retailer, since May 2021. Previously, she served as a director of Bunzl plc, an international distribution company, from April 2011 to April 2020 and Hudson Group, a travel retailer, from Feb 2018 through December 2020 when it merged with its majority shareholder Dufry Group. She is a Board Leadership Fellow of the National Association of Corporate Directors. Ms. Ulasewicz holds a B.S. from the University of Massachusetts and a Doctor of Laws from the College of Mount Saint Vincent. Director Qualifications and Key Skills and Attributes Ms. Ulasewicz’s extensive experience serving on the boards of global public companies and her expertise in retail, branding, marketing, OmniChannel, global operations and general management provides valuable skills and insights to the Company. | |||||||
EUGENIA INDEPENDENT Age: 68 Director Since: Gender: Female | ||||||||
Committees Corporate Citizenship & Sustainability (Chair) Human Capital Management & Compensation | Public Directorships Vince Holding Corp. ASOS plc Dufry Group | Former Directorships Bunzl plc Hudson Ltd. |
![]() | Principal Occupation and Experience Dontá Wilson has served as Chief Retail and Small Business Banking Officer at Truist Financial Corporation (formerly, BB&T), a publicly traded financial services company, since March 2022. He previously served as Chief Digital and Client Experience Officer from 2018 to 2022 and was named Chief Client Experience Officer in 2016. In his current role, he leads more than 21,000 teammates in the retail, small business and premier segments at Truist, is responsible for more than 2,100 community banking branches; 3,200 ATMs; twelve contact centers; and oversees deposit and loan products, including mortgage and credit approval. He also leads marketing, client analytics, client experience strategy and digital banking, which includes digital sales, transformation, innovation, and strategy. He also serves as an executive sponsor of Truist Financial Corporation’s diversity, equity and inclusion initiative, and he co-chairs its culture council. He joined BB&T in 1995 and has held various positions of increasing responsibilities. Prior to becoming Chief Client Experience Officer, he served as the Group/State President, BB&T of Georgia from 2014 to 2016 and President, BB&T of Alabama from 2009 to 2014. Mr. Wilson received an MBA from the University of Maryland and a bachelor’s in business administration from the University of North Carolina at Charlotte. Director Qualifications and Key Skills and Attributes With his proven track record of positively impacting growth, digital transformation, brand equity and culture across organizations, and focus on delivering a distinctive client experience as a tech-savvy and strategic thinking executive, Mr. Wilson brings a unique and valuable perspective to the Board and Company. | |||||||
DONTÁ L. WILSON INDEPENDENT Age: 45 Director Since: Gender: Male | ||||||||
Committees Finance |
![]() | The Board of Directors Recommends a Vote “FOR” Each of the Nominees Named Above. |
SIGNET JEWELERS | ||||
2022 PROXY STATEMENT |
Corporate Governance
The Board’s prime objective is the sustainable enhancement of business performance and shareholder value. It is responsible for determining all major policies, ensuring that effective strategies and management are in place, assessing Signet’s performance and that of its senior management, reviewing the systems of internal control and providing oversight of policies relating to good corporate governance, ethics, sustainability and other matters.
BOARD LEADERSHIP STRUCTURE AND COMPOSITION
Separate and Independent Chairman
The Company has a Chairman of the Board separate from its CEO whom the Board has determined to be independent under NYSE Listing Standards. The Board considers a clear division of responsibilities between the Director responsible for leadership of the Board and the principal executive responsible for the Company’s day-to-day operations important to the Board’s effectiveness and efficiency. The Board has therefore determined that separating the roles of Chairman and CEO is in the best interests of the Company and its shareholders at the present time and established the following division of responsibilities between the Chairman and the CEO:
◆ Effectively running the Board, including an ongoing evaluation of its performance and that of individual Directors and the Board’s compliance with corporate governance requirements and best practices; ◆ Consulting with and advising executive management about planned presentations to the Board, involving but not limited to, topics of longer-term strategy, medium-term plans, annual budgeting or, at the Chairman’s discretion, any other significant matters; ◆ Consulting with and advising the CEO on contemplated executive management personnel selections, organizational alignment and responsibilities, and compensation recommendations; ◆ Keeping the other independent Directors appropriately informed of developments within the business and shareholders’ attitudes toward the Company; and ◆ Safeguarding Signet’s reputation and representing it both internally and externally. | ||||||||||
◆ Providing the executive leadership of the business; ◆ Developing and presenting to the Board the Company’s strategy, medium-term plans and annual budgets, and within this framework, the performance of the business; ◆ Complying with legal and corporate governance requirements, together with the social, ethical and environmental principles of Signet; and ◆ Making recommendations on the appointment and compensation of executive officers, management development and succession planning. |
Independent Directors Constitute a Majority of the Board
The Board currently includes one executive Director and Nomination and Corporate Governance Committee believeeleven independent Directors, including the Chairman. The Board has affirmatively determined that all Director nominees are highly qualified and should be elected ateach of the Annual Meeting. As the table and Directors’ biographies above show, thefollowing Directors have significant experience and expertise that qualify them to servecurrently serving on the Board is “independent” under all applicable NYSE standards: H. Todd Stitzer, André V. Branch, R. Mark Graf, Zackery A. Hicks, Helen McCluskey, Sharon L. McCollam, Nancy A. Reardon, Jonathan Seiffer, Brian Tilzer, Eugenia Ulasewicz and collectively contributeDontá L. Wilson. In determining “independence” the Board considers any commercial, consulting, legal, accounting, charitable or any other business or non-business relationships that a Director or his or her immediate family may have with the Company. No such relationship exists for any of the independent Directors. In making its determination with respect to the independence of Mr. Seiffer, the Board considered certain advisory services provided by personnel of Leonard Green for no fee in connection with the acquisition of Diamonds Direct during Fiscal 2022.
SIGNET JEWELERS | 16 | 2022 PROXY STATEMENT |
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Board Membership Selection
The identification, screening and selection of qualified directors with diverse skills and viewpoints is a key element of the success and effectiveness of our Board. The Governance & Technology Committee considers the composition of our Board, evaluates prospective nominees and recommends candidates for full Board approval. The Board’s evaluation is focused on the business and strategic needs of the Company and the desired composition of the Board.
Board Nomination Right of Leonard Green
Pursuant to a shareholder agreement by and between the Company and affiliates of Leonard Green, one of the Company’s significant shareholders, Leonard Green has a right to designate one individual to be nominated by the CompanyBoard for election to the Board.as a Director. On August 24, 2016, the Company entered into an investment agreement and the shareholders’ agreement (the “LGP Agreements”) with Green Equity Investors VI, L.P. and Green Equity Investors Side VI, L.P. (the “Investors”), both affiliates of Leonard Green, relating to the issuance and sale to the Investors of the outstanding Preferred Shares. The terms of the Preferred Shares provide that the holders of the Preferred Shares, voting separately as a class, have the right to elect one member of the Board. Pursuant to the LGP Agreements, Leonard Green also has the right to appoint one non-voting observer to attend all Board meetings. Mr. Seiffer was designated as a Director nominee for election at the Annual Meeting in accordance with the LGP Agreements. For last year’s annual meetingAgreements, and will be elected by the affirmative vote of shareholders, the Company permitted Leonard Green to nominate two designees, Mr. SokoloffPreferred Shares, and Mr. Seiffer, to facilitate Mr. Seiffer’s transition toJeff Suer has been appointed as the Board. Leonard Green did not re-nominate Mr. Sokoloff for election at the Annual Meeting as part of a planned transition.
Board Diversity Policy
The Board Diversity Policy provides that in reviewing and assessing Board composition, the Nomination and Corporate Governance & Technology Committee will consider diversity of skills,business and industry experience, background,functional skills, gender, ethnicity, genderage and other qualities in order to maintain an appropriate range and balance of skills, experience and
SIGNET JEWELERS | 17 | 2022 PROXY STATEMENT |
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
background on the Board. The Board and Nomination and Corporate Governance & Technology Committee are committed to including qualified, diverse candidates in prospective director candidate pools. The Nomination and Corporate Governance Committee monitors and reviews the Board Diversity Policy and its effectiveness on an
Director Tenure Policy
The Board maintains a Director Tenure Policy, pursuant to which each independent Director must not stand for re-election to the Board at the next annual meeting of shareholders following the earlier of his or her: (1) 15th anniversary of service on the Board, or (2) 75th birthday, unless the Board in its absolute discretion determines that it is in the best interests of the Company and its shareholders to nominate the Director for election to serve for an additional period of time. The Director Tenure Policy is available on request from the Corporate Secretary and at www.signetjewelers.com/investors/corporate-governance.
All Directors are required to attend the annual meeting of shareholders. The Board schedules a Board meeting on the date of the annual meeting of shareholders to facilitate attendance at the annual meeting of shareholders by Directors. All Directors who were serving at the time attended the annual meeting of shareholders held in June 2019.
Meetings and Attendance During
FiscalIn Fiscal 2020,2022, the Board met eleveneight times (including meetings by telephone)video conference). AllOn average, the incumbent Directors attended at least 75%over 96% of the aggregate number of meetings of the Board and those Board committeesCommittees on which they served during Fiscal 2022 and no single incumbent Director attended less than 83% of the meetings of the Board and Board Committee on which they served during Fiscal 2022.
Executive Sessions of Independent Directors
Independent Directors meet regularly in executive sessions without management participation. The Chairman presides at those meetings.
Board and Committee Self-Evaluation
Led by the Chair of our Governance & Technology Committee, the Board conducts a comprehensive evaluation of the effectiveness of the Board, its Committees and individual Directors on an annual basis.
This process is designed to solicit the following feedback from each Director:
◆ | matters that the Directors believe should receive more attention during Board meetings; |
◆ | how the Board’s composition, leadership, meeting and information processes and interactions as a Board and with management influence its effectiveness; |
◆ | the Directors’ roles and responsibilities; and |
◆ | future development needs of the Board and the Directors. |
Feedback from this evaluation is utilized to facilitate and inform Board refreshment, refine the functionality and processes of Board operations, and gain Board member perspectives on whether the Directors’ skills are matched to the Company’s strategies, business needs, and risk profile.
SIGNET JEWELERS | 18 | 2022 PROXY STATEMENT |
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
The Governance & Technology Committee Chair oversees the self-evaluation process, which includes the development and approval of the evaluation design by the Governance & Technology Committee, its administration through interviews by management or a third party, analysis and summarization of the results and a report to the full Board on an anonymous basis. In Fiscal 2022, the Board engaged outside counsel to facilitate its annual Board evaluation process, which is more fully illustrated below:
BOARD SELF-EVALUATION PROCESS |
DISCUSSION OUTLINE | The self-evaluation is facilitated through a discussion outline developed by the Governance & Technology Committee and outside counsel. The discussion outline includes a series of topics and questions designed to solicit constructive feedback to be used in improving Board, Committee and individual Director effectiveness. | |
CONFIDENTIAL INTERVIEWS | Members of our Board participate in the evaluation discussion individually through an interview by outside counsel, responding to questions based on the discussion outline, with follow-up questions depending upon the responses provided. | |
ANALYSIS OF FEEDBACK | Director feedback solicited from the interviews is analyzed for any trends, including areas of strength or areas for improvement. Outside counsel presents key findings on an anonymous basis to the Governance & Technology Committee, the full Board and management. | |
RESPOND TO INPUT | The Board and the Committees discuss the results of the evaluation and, in response to the feedback, determine whether to implement any of the recommendations or suggestions as appropriate to improve processes and procedures to further improve the effectiveness of the Board and Committees. The Board and Committees work with management to take any appropriate actions to implement these changes. |
Board Continuing Education
All Directors are encouraged to attend educational programs related to the fulfillment of their periodduties as members of our Board and Board Committees, including programs sponsored by universities, governance associations, our independent auditors, or other organizations. The Company reimburses Directors for any reasonable expenses in connection with such programs. On a quarterly basis, Directors are provided with a list of educational opportunities and events covering issues and trends that are relevant to their service on the Board or Board Committees.
In addition, Directors receive regular communications regarding press coverage, current events relating to our business and inspiring stories related to our customers or team members, and investor relations updates regarding analyst and rating agency reports and updates, as well as feedback from our shareholders.
SIGNET JEWELERS | 19 | 2022 PROXY STATEMENT |
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
One of the Board’s most important roles involves risk oversight. While senior management has primary responsibility for managing day to day risks, the Board has responsibility for risk oversight with specific risk areas delegated to its Committees whose deliberations are reported to the full Board. Our risk oversight process, including key risk focus areas for the Board and each of its Committees is summarized below.
SIGNET JEWELERS | 20 | 2022 PROXY STATEMENT |
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Enterprise Risk Management
The General Counsel coordinates the collection of risk management information and is responsible for assessing the Company’s day-to-day risk management processes and, in coordination with the Company’s Chief Audit Executive, internal controls, and seeks to ensure such processes satisfy the applicable standards at both business function and corporate levels. The General Counsel chairs Signet’s Risk Committee, which operates under a Board approved written charter, is comprised of key functional and banner leaders throughout the Company, and meets quarterly to review Signet’s risk management processes, emerging issues, new regulations, and principal risks. These findings are reported periodically to the Board and Audit Committee.
In addition, the Board, its Committees and individual Board members have full access to management to further discuss any risks impacting the Company or internal controls.
Board Oversight Regarding the Impact of COVID-19
When the COVID-19 pandemic reached the UK, North America and our other international locations, with the support of the Board, management’s strategic priorities quickly shifted to, among other matters, (1) protect the health and safety of our team members and customers, (2) ensure adequate liquidity of the business, (3) mitigate and monitor a wide array of potential risks stemming from or exacerbated by the pandemic; (4) pivot focus and investments to accelerate our digital, eCommerce, flexible fulfillment and distribution capabilities, and (5) implement a remote working model for Signet team members.
Since the onset of the COVID-19 pandemic, the Board and its Committees have devoted significant time and attention to its oversight of risks associated with the pandemic and management’s strategic handling of such risks, including but not limited to risks associated with the health and safety of our team members and customers, a prolonged economic downturn, inflation, onset of COVID-19 variants, business and supply chain disruptions, shifts in consumer spending and the pace of recovery. This oversight included frequent updates from management between and at Board and Board Committee meetings. Upon the onset of the pandemic, management quickly activated its Global Incident Response Team to monitor, discuss and address critical business needs throughout the organization and provided periodic reports to the Board to assist with their risk oversight of the pandemic impacts.
Compensation Policies and Risk Taking
The Human Capital Management & Compensation Committee has evaluated the Company’s policies and practices of compensating team members and has determined that they are not reasonably likely to have a material adverse effect on the Company. The Human Capital Management & Compensation Committee has reached this conclusion based in part on a review conducted by its independent compensation consultant that analyzed the Company’s compensation policies and practices for all team members, including executive officers. The Human Capital Management & Compensation Committee noted several aspects of the compensation programs that reduce the likelihood of excessive risk-taking:
◆ | Compensation for the executive officers is a mix of fixed and variable awards, with share-based compensation that vests in accordance with both time- and performance-based criteria; |
◆ | The executive officer annual short-term and multi-year long-term incentive programs are both based on performance targets the Human Capital Management & Compensation Committee believes are closely tied to the creation of long-term shareholder value. These performance targets for executive officers are reviewed and approved by the Committee and set in advance, with above-target payouts reviewed to ensure a reasonable sharing of value created between management and shareholders. Performance achievement under the incentive plans is determined on the basis of the Company’s financial results, which are audited by the Company’s independent registered public accounting firm before annual short-term incentive plan payments are made. See the Compensation Discussion and Analysis (“CDA”) of this Proxy Statement for more information on the performance metrics used for the Fiscal 2022 short-term and long-term incentive programs; |
◆ | Equity compensation is provided through annual grants under the long-term incentive plan that is a combination of annually granted time-based restricted shares or restricted stock units that generally vest ratably over three years and performance-based restricted stock units that vest over three-year overlapping vesting periods. This approach addresses longer “tail” risks as participants remain subject to performance achievement risks associated with their ongoing and overlapping vesting cycles. In Fiscal 2022, given the difficulty of setting appropriate performance targets in light of the uncertainty caused by the pandemic, the Human Capital Management & Compensation Committee approved a two-year performance measurement period with a three-year service vesting requirement for the performance-based restricted stock units; |
◆ | Long-term incentives are awarded in the form of whole share awards (instead of options), driving long-term share value creation, rather than potentially rewarding share price volatility; |
SIGNET JEWELERS | 21 | 2022 PROXY STATEMENT |
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
◆ | The Company seeks to maintain conservative equity utilization, considering factors such as the unusual market conditions driven by the pandemic, under share-based incentive plans; |
◆ | The CEO and other executive officers, including all NEOs, are subject to share ownership requirements; |
◆ | The Company prohibits hedging, pledging or speculation of Company shares by team members and Directors; |
◆ | The Company has a Clawback Policy that applies to all team members who receive incentive awards and to all short- and long-term incentives in the event of an overpayment. Certain repayment obligations may be triggered if there is a material restatement of the financial statements. Similarly, in the interest of fairness, should a restatement result in an underpayment of incentive compensation, the Company will make up any difference. A participant’s incentive compensation may also be recouped for material violations of the Company’s Code of Conduct or Code of Ethics for senior officers or for other conduct deemed detrimental to the business or reputation of the Company; and |
◆ | The Human Capital Management & Compensation Committee is comprised entirely of independent Directors and has engaged an independent consultant to review the risks associated with its compensation programs. It reviews the payouts under the short- and long-term incentive programs, and it regularly benchmarks executive compensation against a carefully constructed and regularly reviewed peer group. |
CORPORATE GOVERNANCE GUIDELINES AND CODE OF CONDUCT AND ETHICS
The Company strives to: | ||||||||||||||||||
1 ● Act in accordance with the laws and customs of each country in which it operates; | 2 ● Adopt proper standards of business practice and procedure; | 3 ● Operate with integrity; and | 4 ● Observe and respect the culture of each country in which it operates. |
To that end, the Company has adopted Corporate Governance Guidelines that address a number of corporate governance matters in accordance with NYSE listing rules and a statement of social, ethical and environmental principles and supporting policies applicable to all officers and other team members. In addition, the Company has a policy on business integrity, as well as more detailed guidance and regulations as part of its staff orientation, training and operational procedures. These policies include the Code of Conduct, which is applicable to all Directors, officers and other team members as required by NYSE listing rules, and the Code of Ethics for Senior Officers, which applies to the Chairman, CEO, Directors and other senior officers. Copies of the Corporate Governance Guidelines and these codes are available on request from the Corporate Secretary and at www.signetjewelers.com/investors/corporate-governance.
The Company intends to satisfy any disclosure requirement regarding any amendment to, or a waiver of, a provision of the Code of Ethics for Senior Officers for the Company’s principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions by posting such information on its website. There have been no such waivers granted since the beginning of Fiscal 2022.
Certain matters are delegated to Board Committees. The principal committees are the Audit Committee, Human Capital Management & Compensation Committee, Governance & Technology Committee, Corporate Citizenship & Sustainability Committee and Finance Committee.
Each Board Committee acts in accordance with a written charter detailing its purpose, procedures, responsibilities and powers, as adopted by the Board, which is reviewed annually. Copies of the charters are available on request from the Corporate Secretary and under “Investors—Governance Documents” at www.signetjewelers.com/investors/corporate-governance.
SIGNET JEWELERS | 22 | 2022 PROXY STATEMENT |
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
The composition as of May 5, 2022, key roles and responsibilities, and number of meetings held in Fiscal 2020.2022 of each principal Board Committee are detailed below. All members of our Board Committees are independent under all applicable NYSE Listing Standards.
Committees | ||||||||||
Nominees | AC(1) | HCMC | GT | CCS | FC | |||||
André V. Branch | ◆ | |||||||||
R. Mark Graf | ◆ | ◆ | C | |||||||
Zackery A. Hicks | ◆ | ◆ | ||||||||
Sharon L. McCollam | C | ◆ | ||||||||
Helen McCluskey | ◆ | C | ◆ | |||||||
Nancy A. Reardon | C | ◆ | ||||||||
Jonathan Seiffer | ◆ | ◆ | ◆ | |||||||
Brian Tilzer | ◆ | ◆ | ||||||||
Eugenia Ulasewicz | ◆ | C | ||||||||
Dontá L. Wilson | ◆ | |||||||||
Number of Meetings Held in Fiscal 2022 | 8 | 7 | 4 | 4 | 9 |
(1) | All members of the Audit Committee are financially literate and audit committee financial experts within the meaning of applicable SEC regulations. |
AC | HCMC | GT | CCS | FC | ||||
Audit Committee | Human Capital Management & Compensation Committee | Governance & Technology Committee | Corporate Citizenship & Sustainability Committee | Finance Committee |
C = Chair
Audit Committee |
Roles and Responsibilities Primary function is to assist the Board in fulfilling its oversight responsibilities with respect to the Company’s financial matters. Responsibilities include the oversight, review and/or approval, as appropriate, of the: ◆ Company’s consolidated financial statements, earnings releases and related audit findings and accounting principles and policies; ◆ Recommendation of the appointment or termination of the Company’s independent registered public accounting firm (the “Auditor”), and approval of all audit and non-audit services provided by the Company’s Auditor; ◆ Internal control over financial reporting, disclosure controls and procedures and risk management; ◆ Effectiveness of the Company’s internal auditors and Disclosure Control Committee; ◆ Procedures for complaints regarding accounting, internal accounting controls, auditing or other matters; ◆ Enterprise risks; and ◆ Related person transactions. In carrying out its responsibilities, the Audit Committee: ◆ Receives regular updates on internal audit activity and reviews reports submitted to the Company by the the Company’s Auditor, as well as annual management assurance updates submitted by the Risk Committee; ◆ Maintains direct communication with representatives of the Company’s Auditor, who ordinarily attend meetings by invitation (except in relation to the firm’s and its representatives’ own appointment and assessment of independence); ◆ Invites the Chairman, CEO, Chief Financial Officer, Chief Audit Executive, General Counsel and others to attend its meetings; and ◆ Meets at least once a year with both the Company’s Auditor and internal auditors without executive management present. |
SIGNET JEWELERS | 23 | 2022 PROXY STATEMENT |
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Human Capital Management & Compensation Committee |
Roles and Responsibilities Primary function is to provide oversight of overall management of human capital, which includes team member experience, culture, diversity, equity and inclusion; executive compensation programs; benefits and well-being strategy; talent management (attraction, development, and retention); performance management; and, in collaboration with the Governance & Technology Committee, succession planning. In collaboration with the Corporate Citizenship & Sustainability Committee, oversees Signet’s Love for Team Corporate Sustainability Goals. Responsibilities include the oversight, review and/or approval, as appropriate, of the: ◆ Company’s compensation philosophy, policies, and actions for members of management to ensure they are fairly and appropriately rewarded, taking into account the long-term interests of shareholders and the Company, and that the Company’s compensation policies remain competitive; ◆ Evaluation of the performance of the CEO and executive direct reports to the CEO against corporate goals and objectives; ◆ Compensation, and any employment, termination protection, severance or similar agreements between the Company and the CEO or any executive direct report to the CEO; ◆ Administration of any annual cash bonus and long-term equity-based compensation plans and recommendation to the Board for approval, as appropriate, awards made under such plans; ◆ Appointment, compensation and assessment of the work of the Company’s independent compensation consultant; and ◆ Overall management of human capital, including culture, diversity and inclusion, benefits and well-being strategy, talent management (attraction, development, and retention), performance management, and succession planning. For additional information regarding the operation of the Human Capital Management & Compensation Committee, including the role of consultants and management in the process of determining the amount and form of executive compensation, see the CDA below. |
Governance & Technology Committee |
In light of the significant importance of technology, data analytics and digital capabilities to the Company’s Connected Commerce and market share growth strategies, and in an effort to enhance the Board’s oversight of cybersecurity and data privacy risks, the Board added technology, cybersecurity and data privacy oversight to the remit of the Nomination & Corporate Governance Committee in the Fall of 2021 and rechartered the Committee as the Governance & Technology Committee. Roles and Responsibilities Primary function is to nominate Directors and provide oversight with respect to Board composition, implementation of the Company’s Corporate Governance Guidelines and overall corporate governance, the Company’s cybersecurity and data privacy risks and protocols, and technology matters relating to the Company as an omnichannel enterprise. Responsibilities include the oversight, review and/or approval, as appropriate, of the: ◆ Selection, orientation and recommendations regarding the nomination of Directors; ◆ Annual evaluation of the Board and its Committees, including the composition and balance of the Board and its Committees; ◆ Succession planning of the CEO, Chairman and Board, as well as oversight of succession planning for other executive officers; ◆ Form and amount of Director and Chairman compensation in consultation with the Human Capital Management & Compensation Committee; ◆ Company’s cybersecurity and data privacy risks and protocols; ◆ Company’s eCommerce, information technology, digital and data analytics activities, strategies and initiatives, including budgets, investments, insurance, training and staffing related to such activities; and ◆ Corporate governance guidelines and other matters of corporate governance. For additional information regarding the Governance & Technology Committee’s process for identifying Director candidates, see “Board Membership Selection” above. |
SIGNET JEWELERS | 24 | 2022 PROXY STATEMENT |
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Corporate Citizenship & Sustainability Committee |
Roles and Responsibilities Primary function is to set guidance and direction with respect to policies and progress on the Company’s Corporate Sustainability Goals (“CSGs”) and objectives as a responsible corporate citizen within the Environmental, Social and Governance (“ESG”) areas. Responsibilities include the oversight, review and/or provision of advice, as appropriate, of the: ◆ Company’s CSG and ESG strategies, including on engagement with external stakeholders and other interested parties regarding corporate Purpose and culture and sustainability-related initiatives and programs; ◆ Implementation and effectiveness of appropriate policies, initiatives, systems and supporting measures in furtherance of the CSGs and ESG goals and objectives, including the Company’s goal to achieve net-zero greenhouse gas emissions by 2050; ◆ Strategies relating to the Signet Love Inspires Foundation, and overseeing the implementation and effectiveness of appropriate community impact mission statement, guidelines and programs, and philanthropic policies; and ◆ in collaboration with the Human Capital Management & Compensation Committee, the oversight of diversity, equity and inclusion, and team member engagement and experience practices. ◆ In carrying out its responsibilities, the Corporate Citizenship & Sustainability Committee reviews metrics relating to Signet’s “Three Loves”, which represent the pillars of its sustainability framework: Love for All People; Love for Our Team; and Love for Our Planet and Products. For additional information regarding the Corporate Citizenship & Sustainability Committee’s oversight role and the Company’s sustainability initiatives, see “Sustainability at Signet” below. |
Finance Committee |
Roles and Responsibilities Primary function is to review and guide strategic direction and oversee and offer advice to the Board and management pertaining to risks, opportunities, policies, processes and progress regarding corporate financing or refinancing transactions, the Company’s credit and finance program and portfolio, treasury and capital allocation strategies and programs, and mergers and acquisitions. Responsibilities include the oversight, review and/or provision of strategic direction regarding: ◆ the Company’s strategy and plan for its credit program, including risk exposures and the steps and processes management has implemented to monitor and control such exposures; ◆ Potential structures and related transactions and financing arrangements for the extension of credit or other financing options to the Company’s customers; ◆ Corporate financing or refinancing transactions and arrangements; ◆ Treasury and capital allocation strategies, programs and activities, including recommendations regarding dividend and share repurchase activities to the full Board for approval, as appropriate; and ◆ Merger and acquisition opportunities and activities and making of recommendations to the full Board regarding the same, as appropriate. |
COMMUNICATION WITH DIRECTORS AND DIRECTOR NOMINATIONS
The Board welcomes feedback from shareholders and other interested parties. Any shareholder or member of the public who wishes to send communications to the Board, the Chairman or any other individual Director may do so in writing, addressed to Lynn Dennison,the Corporate Secretary, c/o Signet Jewelers, 375 Ghent Road, Akron, Ohio, 44333 U.S.A. All such communications will be reviewed promptly by the Corporate Secretary and, where considered appropriate, sent to the Director(s) or one or more Committee Chair(s) with a copy to the Chairman.
A shareholder who wishes to recommend an individual to the Nomination and Corporate Governance & Technology Committee for its consideration as a nominee for election to the Board may do so in writing also to the Corporate Secretary, c/o Signet Jewelers, 375 Ghent Road, Akron, Ohio, 44333 U.S.A. The Nomination and Corporate Governance & Technology Committee will evaluate
SIGNET JEWELERS | 25 | 2022 PROXY STATEMENT |
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
shareholder recommendations for candidates to the Board in the same manner as candidates suggested by other Directors or search firms.
As more fully described in the Company’s Bye-laws and under “Shareholder Q&A”, a shareholder desiring to nominate a person for election as a Director at the Annual Meetingan annual meeting must provide notice by the deadlines established in the Bye-Laws and include in such written notice all of the information required to be disclosed in solicitations of proxies for the election of Directors, or as otherwise required pursuant to Regulation 14A under the Exchange Act. This includes the person’s written consent to being named in the Proxy Statement as a nominee and serving as a Director if elected, the name and address of the proposing shareholder and the number of shares of the Company beneficially owned by such shareholder.
The Board has adopted a Related Party Transaction Policy setting forth the Company’s policies and procedures for the review, approval or ratification of transactions in which the Company participates and in which any Director, executive officer, Director nominee, five percent beneficial owner of the Company’s voting securities, or immediate family member of such officer, Director, Director nominee or security holder (each, a “Related Person”), has a direct or indirect material interest. The Company’s Corporate Secretary and legal department review any identified transactions. If it is determined, based on the facts and circumstances, that the Director
Since the beginning of Fiscal 2020,2022, the Company has not participated in any transaction, and there is no currently proposed transaction, in which a Related Person had or will have a direct or indirect material interest, other than as described below.
Transaction with D&L Trading Limited
The Company acquired R2Net Inc., the parent company of online diamond and bridal jewelry retailer, James Allen, in September 2017. Roy Brinker, the brother-in-law of Oded Edelman, ourPresident—James Allen and Chief Digital Innovation Advisor and President - JamesAllen.com,Officer, owns D&L Trading Limited, which provided services to Segoma Ltd., a subsidiary of R2Net Inc., including managementphotography services related to rough and polished diamonds, jewelry and gemstones, as well as sorting and distribution services of Segoma’s photography center in Hong Konglab grown and rough diamond distribution servicesdiamonds to the Company’s polishing factories. In Fiscal 2020,2022, the Company paid approximately $404,362$612,511 to D&L Trading Limited.
Family Relationships
Roie Edelman, the brother of Oded Edelman, serves as the Chief Diamond Officer of R2Net Israel Ltd., a subsidiary of R2Net Inc. In Fiscal 2020, Mr. R.2022, Roie Edelman’s total compensation was $220,000.
SIGNET JEWELERS | 2022 PROXY STATEMENT |
Our Director compensation program is outlined in the following chart and includes the compensation paid to independent non-employee Directors. Compensation is paid to independent non-employee Directors only.
Independent Director Compensation Policy | Amount(1) | |||
Annual Board Retainer (Chairman)(2) | $500,000 | |||
Annual Board Retainer (other than Chairman)(3) | $245,000 | |||
Additional Annual Retainer to Committee Chairs | ||||
Audit Committee | $ 30,000 | |||
Human Capital Management & Compensation Committee | ||||
Governance & Technology Committee | $ 20,000 | |||
Corporate Citizenship & Sustainability Committee | ||||
Finance Committee | ||||
(1) | We typically pay annual cash retainers in quarterly installments. However, see below for details regarding certain temporary changes made to Director compensation in Fiscal 2021 in response to COVID-19 that remained in effect through March 31, 2021. |
(2) | Split into a cash amount of $280,000 and $220,000 paid in Common Shares on the day of the Annual Meeting of Shareholders. |
(3) | Split into a cash amount of $105,000 and $140,000 paid in Common Shares on the day of the Annual Meeting of Shareholders. |
The primary function of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities with respect to the Company’s financial matters, and all of the members of the Audit Committee have significant financial experience as a result of senior executive positions held in other companies. The Board has determined that all members of the Audit Committee are financially literate, and that Ms. McCollam is an “audit committee financial expert” within the meaning of SEC regulations.
Independent Director | Fees earned or paid in cash(1) | Stock awards(1)(2) | Total | |||
H. Todd Stitzer | $210,000 | $288,306 | $498,306 | |||
André V. Branch | $ 78,750 | $169,249 | $247,999 | |||
R. Mark Graf | $ 93,750 | $176,991 | $270,741 | |||
Zackery Hicks | $ 78,750 | $174,608 | $253,358 | |||
Helen McCluskey | $ 93,750 | $176,991 | $270,741 | |||
Sharon L. McCollam | $101,250 | $178,236 | $279,486 | |||
Nancy A. Reardon | $ 97,500 | $177,640 | $275,140 | |||
Jonathan Seiffer(3) | $ 78,750 | $174,608 | $253,358 | |||
Brian Tilzer | $ 78,750 | $174,608 | $253,358 | |||
Eugenia Ulasewicz | $ 93,750 | $176,991 | $270,741 | |||
Dontá L. Wilson | $ 78,750 | $169,249 | $247,999 |
(1) | Cash retainer fees were only paid after March 31, 2021 upon the reinstatement of the full retainer fees following the expiration of the actions taken in response to COVID-19 as described below. |
(2) | Reflects the Common Shares granted in lieu of the reduced quarterly cash fees through March 31, 2021 as part of the actions taken in response to COVID-19 described below. The quarterly retainer amounts paid to Mr. Branch and Mr. Wilson in Common Shares through March 31, 2021 were pro-rated as of February 8, 2021, the date of their appointment to the Board. In accordance with FASB ASC Topic 718, the amounts calculated are based on the aggregate grant date fair value of the shares (in the column entitled “Stock awards”). The annual equity award was made in RSUs with one-year cliff vesting from the date of grant and were granted to all independent Directors who were appointed to the Board at the 2021 annual meeting of shareholders on the day of such meeting. Amounts reported for Mr. Branch and Mr. Wilson include a pro-rated 2020 annual equity award (the “2020 Award”) measured from the date of their appointment to the Board through the one-year anniversary of the grant date of the 2020 Award, which were granted in RSUs with one-year cliff vesting from the date of grant and reduced by 50% pursuant to the actions taken in response to COVID-19. For information on the valuation assumptions, refer to Note 27 in the Signet Annual Report on Form 10-K for Fiscal 2022. |
(3) | Mr. Seiffer’s cash fees were payable to Leonard Green. |
SIGNET JEWELERS | 27 | 2022 PROXY STATEMENT |
DIRECTOR COMPENSATION
DETERMINATION OF DIRECTOR COMPENSATION
The compensation of the independent Directors is determined by the full Board on the basis of recommendations made by the CompensationGovernance & Technology Committee after consultation with the Nomination and Corporate GovernanceHuman Capital Management & Compensation Committee and the Human Capital Management & Compensation Committee’s independent compensation consultant. Such recommendations are made after consideration of, among other factors, external comparisons, time commitments and the responsibilities of the independent Directors.
SHARE OWNERSHIP
Our Director Share Ownership Policy is designed to better align our Directors’ interests with those of shareholders over the long term. The Chairman is expected to achieve a minimum share ownership value of $700,000 within five years of being elected as Chairman. The independent Directors are expected to achieve a minimum share ownership of three times the value of their annual share award within five years of election to the Board. Once these share ownership holdings are achieved at any given share price, the requirement is considered to have been met notwithstanding any subsequent change in share price. The minimum holding is to be maintained while such individual remains a Director of the Company. As of April 22, 2022, each of our independent Directors had achieved their share ownership requirements, with the exception of Dontá L. Wilson, who recently joined our Board in February 2021.
INDEMNIFICATION
The Company has entered into indemnification agreements with the independent Directors of the Company, agreeing to indemnify them against expenses, judgments, fines and amounts paid in settlement of, or incurred in connection with, its reviewany threatened, pending or completed action, suit or proceeding in which the Director was or is, or is threatened to be made, a party by reason of executive and independenthis or her service as a Director, compensation practices, including the competitivenessofficer, employee or agent of executive and Director pay levels, executive incentive design issues, market trends in executive and Director compensation and technical considerations. Meridian’s services to the Company, were limitedprovided that the Director acted in good faith and in a manner he or she reasonably believed to advisingbe in the Compensation Committee on executive and Director compensation; Meridian has done no other work for the Company. The Compensation Committee reviews and evaluates the independencebest interest of its consultant each year and has the final authority to hire and terminate the consultant. In considering Meridian’s independence, numerous factors were reviewed relating to Meridian and the individuals employed by Meridian who provided services to the Company including those factors required to be considered pursuant to SEC and, NYSE rules. Based on a review of these factors, the Compensation Committee determined that Meridian is independent and that its engagement did not raise any conflict of interest. After an extensive RFP process that was initiated after the Compensation Committee’s August 2018 meeting, the Committee retained Semler Brossy ("Semler") to replace Meridian as its independent compensation consultant, effective in June 2019, to advise on compensation matters going forward. The Compensation Committee also considered the independence factors listed above with respect to Semler and has determined that Semler is independent and that its engagement does not raise any conflictcriminal action or proceeding, provided he or she had reasonable cause to believe such actions were lawful. Each indemnification agreement also provides for the advance of interest.
ACTIONS TAKEN IN RESPONSE TO COVID-19
In March 2020, in the process of determining the amount and form of executive compensation, see CDA below.
SIGNET JEWELERS | 28 | 2022 PROXY STATEMENT |
Now, more than ever, companies have a responsibility to articulate commitments and seek to deliver purposeful achievements to confront global challenges, such as climate change and leadership equity, that create shared value for shareholders, team members, customers and other stakeholders.
As a retailer, we believe that integrating sustainable business practices into our strategies and operations is integral to delivering long-term shareholder value. We recognize that non-financial information, including ESG disclosures, is important to our stakeholders.
Therefore, over the last year our Board worked with our management team to prioritize our commitment to sustainability with the launch of our 2030 Corporate Sustainability Goals (CSGs). With the launch of our CSGs we have activated our Leadership Team to integrate our CSGs into our everyday business operations. We focused on ESG areas that we believe are most important to our shareholders, referencing business practice guideposts such as those established by the United Nations Global Compact, and ESG reporting frameworks such as Sustainability Accounting Standards Board (or “SASB,” which is being integrated into the International Sustainability Standards Board (ISSB).
RECENT MILESTONES
Signet is committed to communicating transparently about meaningful sustainability-related activities and results to stakeholders. We made significant progress in Fiscal 2022 and continue working to further enhance our corporate sustainability strategy and ESG disclosures in the selection and nomination of Directors;
FISCAL 2022 |
◆ Published first Corporate Citizenship and Sustainability Report, including the launch of Signet’s 2030 Corporate Sustainability Goals(CSGs) based on Signet’s Three Loves: Love for All People; Love for Our Team; Love for Our Planet and Products. (June 2021) ◆ Launched Climate Action Sustainability Committee (CASC) a cross-functional committee to address ESG Risk and Opportunities and strategize on Signet’s net-zero greenhouse gas ambition. (June 2021) ◆ Expanded commitment to ESG data quality by expanding the open-sourced Signet Responsible Sourcing Protocol to include Environmental and Social data collection from our direct suppliers. (September 2021) ◆ Joined Paradigm for Parity® to Advance Leadership Equality. (July 2021) ◆ Initiated first Signet cohort of leaders to study for the Fundamentals of Sustainability Accounting, Level 1 certification administered by the Value Reporting Foundation, formerly Sustainability Accounting Standards Board (SASB). (September 2021) ◆ Earned designation as a Great Place to Work-Certified™ company for the second time. (November 2021) ◆ Included in 2022 Bloomberg Gender-Equality Index(GEI) for the fourth consecutive year. (January 2022) ◆ Rated 85 out of 100 by Human Rights Coalition Corporate Equality Index (CEI). (January 2022) |
SIGNET JEWELERS | 29 | 2022 PROXY STATEMENT |
SUSTAINABILITY AT SIGNET
BOARD OVERSIGHT OF SUSTAINABILITY
Corporate Citizenship & Sustainability Committee ◆ Oversight responsibility regarding our corporate citizenship initiatives is embedded in the Corporate Citizenship & Sustainability Committee. The Committee reports to the full Board on the Company’s ongoing ESG—related activities. The Committee provides oversight and strategic direction for our sustainability program including oversight of Signet’s 2030 Corporate Sustainability Goals (CSGs). Human Capital Management & Compensation Committee ◆ The Human Capital Management & Compensation Committee provides oversight of overall management of human capital, which includes team member experience, culture, diversity, equity and inclusion; executive compensation programs; benefits and well-being strategy; talent management (attraction, development, and retention); performance management; and, in collaboration with the Governance & Technology Committee, succession planning. In collaboration with the Corporate Citizenship & Sustainability Committee, the Human Capital Management & Compensation Committee oversees Signet’s Love for Team Corporate Sustainability Goals. |
The Corporate Social Responsibility Committee’s responsibilities include:Citizenship and Sustainability Report will be accessible at www.proxydocs.com/SIG.
SIGNET JEWELERS | 30 | 2022 PROXY STATEMENT |
Human Capital Management
As a retailer, our long-term sustainability depends on our people. Our culture and team member experience are critical to our growth. For these reasons, differentiation as an Employer of Choice is instrumental to our success. We care about our team members and seek to empower them, reward them and help them develop both professionally and personally through programs and resources that enhance our workplace environment, improve our team members experiences, and enable us to retain and engage our most valuable resource-our people.
In Fiscal 2022, we solidified our team member experience with tangible success. We successfully navigated the Company’s corporate and social obligations as a responsible citizen and overseeing conduct in the context of those obligationsglobal pandemic and the creationgreat resignation by prioritizing the health and well-being of appropriate policiesour team members and supporting measures;
HUMAN CAPITAL MANAGEMENT ACCOMPLISHMENTS IN FISCAL 2022 AND FISCAL 2023 TO DATE
TEAM MEMBER EXPERIENCE | DIVERSITY, EQUITY AND INCLUSION | |||||||||||
At Signet, team members are: © Invited to be their best self; © Introduced to ideas that grow their passion—not just their job; and © Inspired to inspire more love in the world. Our team members are key to our success. We seek to provide them with the tools they need and empower them to be the best version of themselves to support our Mission to Celebrate Life Express Love®. It is our strategy to reward employees with pay, benefits, and training. ◆ Signet earned the designation of Great Place to Work® based on team member responses to the Great Place to Work® Trust Index© Survey. In the survey, 90 percent of our employees said, “When I look at what we accomplish, I feel a sense of pride.” ◆ We fully implemented a $15 minimum wage for all hourly US Signet team members in September 2021, nine months ahead of schedule. ◆ Announced holiday bonus for all retail team members ahead of holiday season. ◆ We expanded health care benefits but did not raise health care premiums for team members. ◆ We held a series of town halls to engage team members on our Purpose, team member experience, and strategy. ◆ Measured our progress with first comprehensive Voice of the Employee survey in three years. Scores improved in most repeated questions (16 out of 19 questions). The score improvements allow us to measure our progress. The CEO and Chief People Officer shared comprehensive results with all leaders and team members to both celebrate our culture transformation and learn where we can improve. | We are committed to cultivating and advancing diversity in all forms, as well as building a strong inclusive culture. In Fiscal 2022, Signet continued the Signet Speaks Out™ Series, co-led by our CEO and Chief Diversity Officer, to provide a safe, open forum for team members to have honest and candid discussions about important topics such as racism. ◆ Initiated new programs to align with 2030 Corporate Sustainability Goals (CSGs) to address leadership equity in all areas of our business operations and including retail store managers. ◆ Launched University Relations Summer Intern Program for 2022 in partnership several universities, including a Historically Black College/University (HBCU). ◆ In addition to mandatory “Unconscious Bias” training for all team members, launched two-part training on Building an Inclusive Culture. As of January 29, 2022: 42% of vice president positions and above are held by women, with women comprising 50% of our most senior Leadership Team. 13% of vice president positions and above are held by people of color, with people of color comprising 23% of our senior vice president positions and above. In our Retail Stores: 76% of Signet field leadership (assistant manager and above) are women. 36% of Signet field leadership (assistant manager and above) are people of color. |
SIGNET JEWELERS | 31 | 2022 PROXY STATEMENT |
SIGNET’S APPROACH TO HUMAN CAPITAL MANAGEMENT
TRAINING AND DEVELOPMENT |
Our people and culture are critical to Signet’s long-term success. In Fiscal 2022, we continued our efforts to connect our team members with resources that support their individual development and enable them to create an inclusive environment for all. Signet’s leadership and training strategy has two components; ◆ Industry and Jewelry Expertise; and ◆ Leadership and Culture. In Fiscal 2022, Signet launched a new and innovative retail team member training program to provide all new retail team members with 40 hours of training on Signet’s culture and Purpose. This program immerses new team members in Signet’s expectations, culture and leadership style as well as foundational knowledge of the jewelry industry. Team members continue to develop expertise on jewelry for the extension of their career at Signet. In Fiscal 2022, Signet launched Brilliant University, a new platform for investing in team member training, leadership development and education. Investments in our people, such as training, allows us to recruit exceptional candidates and efficiently provide them with new skills and experiences regarding Signet values, leadership traits and jewelry knowledge. |
SIGNET’S SEVEN LEADERSHIP TRAITS |
Our learning experience is guided by Signet’s seven leadership traits, which are foundational to the success of each leader at Signet, regardless of job title. We believe in “leadership at every level,” and Brilliant University provides education and training for team members to learn more about what each trait looks like at different levels in the organization.
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| 1 | Vision and Purpose | ![]() | 2 | Critical Thinking | ![]() |
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| Craft an Inspired Vision for the Clear Path Forward |
| See the Challenges, Consider All Possibilities |
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3 |
Customer Obsession |
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4 |
Employee Experience |
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5 |
Diversity, Equity and Inclusion |
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It Starts and Ends with Our Customer Period |
| Create a Vibrant Culture of Collaboration and Engagement |
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| Embrace Our Difference, Celebrates Our Uniqueness |
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Innovative Action |
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7 |
Performance Excellence |
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| Iterative Ideas Drive Progress, Acting Out Our Ideas Drives Success |
| Motivated, Accountable and Professional. The MAP for Greatness. |
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SIGNET JEWELERS | 32 | 2022 PROXY STATEMENT |
Proposal 2: Appointment of Independent Auditor and Authorization of the Audit Committee to Determine its Compensation
Proposal 2 is to appoint KPMG LLP (“KPMG”) as independent The Audit Committee is responsible for the recommendation, compensation, retention and oversight of the independent auditor and has recommended KPMG, the In recommending KPMG, the Audit Committee has considered, among other things, whether the non-audit services provided by KPMG were compatible with maintaining KPMG’s independence from the Company and has determined that such services do not impair KPMG’s independence. The Audit Committee considered whether there should be a rotation of the independent auditor, and the members of the Audit Committee currently believe that the continued retention of KPMG to serve as the Company’s independent auditor is in the best interests of the Company and its shareholders. |
FEES AND SERVICES OF KPMG
The Audit Committee has adopted a policy requiring its advance approval of the Company’s independent registered public accounting firm’s fees and services. In Fiscal 2020,2022, all KPMG services and fees were reviewed and pre-approved by the Audit Committee (or Chair of the Audit Committee between Audit Committee meetings for non-audit work up to $250,000). This policy also prohibits the Company’s independent registered public accounting firm from performing certain non-audit services for the Company including: (1) bookkeeping, (2) systems design and implementation, (3) appraisals or valuations, (4) actuarial services, (5) internal audit, (6) management or human resources services, (7) investment advice or investment banking, (8) legal services and (9) expert services unrelated to the audit. All fees paid by the Company to KPMG for Fiscal 20202022 and Fiscal 20192021 as shown in the table below were approved by the Audit Committee pursuant to this policy.
The following table presents fees for professional audit services provided by KPMG for Fiscal 20202022 and Fiscal 20192021 for their respective audits of the Company’s consolidated financial statements and the effectiveness of internal control over financial reporting for Fiscal 20202022 and Fiscal 2019,2021, reviews of the Company’s unaudited condensed consolidated interim financial statements and other services rendered by KPMG during Fiscal 20202022 and Fiscal 2019.
Fiscal 2020 (millions) | Fiscal 2019 (millions) | |||||
Audit Fees | $ | 4.1 | $ | 4.0 | ||
Audit-Related Fees(1) | $ | — | $ | 0.1 | ||
Tax Fees(2) | $ | 0.2 | $ | 0.3 | ||
All Other Fees | $ | — | $ | — | ||
Total Fees | $ | 4.3 | $ | 4.4 |
Fiscal 2022 (millions) | Fiscal 2021 (millions) | |||||||||
Audit fees | $ | 4.0 | $ | 4.2 | ||||||
Audit-related fees(1) | $ | 1.5 | $ | — | ||||||
Tax fees(2) | $ | 0.5 | $ | 0.2 | ||||||
All other fees | $ | — | $ | — | ||||||
Total fees | $ | 6.0 | $ | 4.4 |
(1) | |
Audit-related fees consisted principally of |
(2) | |
Tax fees consisted principally of |
A representative of KPMG will attend the 2020 Annual Meeting of Shareholders to respond to appropriate questions raised by shareholders and will be afforded the opportunity to make a statement at the Meeting, if he or she desires to do so.
![]() | The Board of Directors Recommends a Vote “FOR” this Proposal. |
SIGNET JEWELERS | 33 | 2022 PROXY STATEMENT |
The Company’s Annual Report on Form 10-K includes the audited consolidated balance sheets of the Company and its subsidiaries as of February 1, 2020January 29, 2022 (“Fiscal 2020”2022”) and February 2, 2019January 30, 2021 (“Fiscal 2019”2021”), and the related audited consolidated income statements, statements of operations, comprehensive income statements of(loss), cash flows, and statements of shareholders’ equity, for each of Fiscal 2020,2022, Fiscal 2019,2021, and the fiscal year ended February 3, 20181, 2020 (“Fiscal 2018”2020”). These balance sheets and statements (the “Audited Financial Statements”) were audited and are the subject of reportsthe report by the Company’s independent registered public accounting firm, KPMG.KPMG LLP (“KPMG”). The Audited Financial Statements are available at www.signetjewelers.com/investors/financial-reports.
The Audit Committee reviewed and discussed the Audited Financial Statements with management and otherwise fulfilled the responsibilities set forth in its charter. An evaluation of the effectiveness of the Company’s internal control over financial reporting was discussed by the Audit Committee with management and KPMG.
The Audit Committee also discussed applicable matters under Public Company Accounting Oversight Board (“PCAOB”) standards with KPMG. The required written disclosures and letter regarding KPMG communications with the Audit Committee and independence were received by the Audit Committee, and independence was discussed with KPMG.
Based upon the review and discussions referred to above, the Audit Committee recommended to the Company’s Board that the Audited Financial Statements be included in the Company’s Fiscal 20202022 Form 10-K.
The Audit Committee annually reviews the independence and performance of KPMG, including its lead audit partner and engagement team, in connection with the Audit Committee’s responsibility for the appointment and oversight of the Company’s independent registered public accountantsaccounting firm and determines whether to re-engage KPMG or consider other audit firms. In doing so, the Audit Committee considers, among other things, such factors as:
◆ | The quality and efficiency of KPMG’s historical and recent performance on the Company’s audit; |
◆ | KPMG’s capability and expertise; |
◆ | The quality and candor of communications and discussions with KPMG; |
◆ | The ability of KPMG to remain independent; |
◆ | External data relating to audit quality and performance (including recent PCAOB reports on KPMG and its peer firms); |
◆ | The appropriateness of fees charged; and |
◆ | KPMG’s tenure as the Company’s independent registered public accounting firm and familiarity with its operations, businesses, accounting policies and practices, and internal control over financial reporting. |
In accordance with the SEC’s rules and KPMG’s policies, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide services to the Company.a company. For lead partners, the maximum number of consecutive years of service in that capacity is five years. The process for selection of the Company’s lead partner involves meetings between the members of the Audit Committee and the candidate for the role, as well as a discussion by the full Audit Committee and with management.
Based on the foregoing considerations, the Audit Committee believes that the continued retention of KPMG to serve as the Company’s independent registered public accountantsaccounting firm is in the best interests of the Company and its shareholders.
MEMBERS OF THE AUDIT COMMITTEE
Sharon L. McCollam (Chair)
André Branch
R. Mark Graf
Helen McCluskey
Jonathan Seiffer
SIGNET JEWELERS | 34 | 2022 PROXY STATEMENT |
SHAREHOLDERS WHO BENEFICIALLY OWN AT LEAST FIVE PERCENT OF COMMON SHARES
The table below shows all persons who were known to the Company to be beneficial owners (determined in accordance with Rule 13d-3 of the Exchange Act) of more than five percent of Common Shares as of April 22, 2022. The table is based upon reports filed with the SEC. Copies of these reports are publicly available from the SEC on its website, www.sec.gov.
Name and address of beneficial owner | Amount and nature of beneficial ownership | Percent of class(1) | ||||||||
BlackRock Inc. 55 East 52nd Street New York, NY 10055, USA | 9,136,052 | (2) | 19.68 | % | ||||||
Select Equity Group, L.P. 380 Lafayette Street, 6th Floor New York, NY 10003, USA | 8,065,222 | (3) | 17.37 | % | ||||||
Leonard Green 11111 Santa Monica Boulevard, Suite 2000 Los Angeles, CA 90025, USA | 8,065,198 | (4) | 17.37 | % | ||||||
The Vanguard Group, Inc. 100 Vanguard Boulevard Malvern, PA 19355, USA | 6,150,135 | (5) | 13.24 | % |
None of the Company’s Common Shares entitle the holder to any preferential voting rights.
(1) | Reflects the shareholdings as reported in the Beneficial Owners’ SEC filings as a percentage of the issued and outstanding shares of Common Stock as of April 22, 2022, excluding 957,174 shares repurchased by the Company that were held for the account of the Company as of April 22, 2022 and awaiting to be transferred to the Company’s treasury account. |
(2) | Based upon a Schedule 13G/A filed on January 27, 2022, BlackRock Inc. reported beneficial ownership of 9,136,052 Common Shares as follows: sole voting power over 8,965,869 Common Shares and sole dispositive power over 9,136,052 Common Shares. |
(3) | Based upon a Schedule 13G/A filed on March 17, 2022, Select Equity Group, L.P. (“Select LP”), SEG Partners II, L.P. (“SEG Partners II”), and George S. Loening (“Loening”) (collectively, “Select Equity”) jointly reported beneficial ownership of 8,065,222 Common Shares as follows: shared voting and shared dispositive power over 8,065,222 Common Shares by Select LP; shared voting and shared dispositive power over 3,392,893 Common Shares by SEG Partners II; and shared voting and shared dispositive power over 8,065,222 Common Shares by Loening. |
(4) | Based upon a Form 4 filed on June 29, 2021, Green Equity Investors VI, L.P. (“GEI VI”), GEI Capital VI, LLC, Green Equity Investors Side VI, L.P. (“GEI Side VI”), Green VI Holdings, LLC, Leonard Green & Partners, L.P., LGP Associates VI-A LLC (“Associates VI-A”), LGP Associates VI-B LLC (“Associates VI-B”), LGP Management Inc., and Peridot Coinvest Manager LLC, Jonathan D. Sokoloff and Jonathan A. Seiffer (collectively, “Leonard Green”) jointly reported shared voting and shared dispositive power of 8,065,198 Common Shares, which included (i) 625,000 Preferred Shares, which as of the date of the Form 4 were convertible into 8,032,923 Common Shares, and (ii) 32,275 Common Shares, of which 17,912 are owned by Mr. Seiffer and held for the benefit of Leonard Green (including 2,012 RSUs, which are subject to certain vesting and forfeiture provisions) and 14,363 are owned by Mr. Sokoloff for the benefit of Leonard Green. |
(5) | Based upon a Schedule 13G/A filed on February 10, 2022, The Vanguard Group, Inc. (“Vanguard”) reported beneficial ownership of 6,150,135 Common Shares as follows: shared voting power over 91,789 Common Shares, sole dispositive power over 6,013,804 Common Shares and shared dispositive power over 136,331 Common Shares. |
SIGNET JEWELERS | 35 | 2022 PROXY STATEMENT |
OWNERSHIP OF THE COMPANY
OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS
The table below shows the number of Common Shares of the Company beneficially owned (determined in accordance with Rule 13d-3 of the Exchange Act) as of April 22, 2022 by each current Director, each executive officer named in the Summary Compensation Table and all of the Company’s current executive officers and Directors as a group.
Name | Common Shares(1) | Shares that may be 60 days(2) | Total(3) | Percent of class(3) | ||||||||||||||||
H. Todd Stitzer(4) | 50,816 | 0 | 50,816 | * | ||||||||||||||||
André V. Branch(4) | 3,428 | 0 | 3,428 | * | ||||||||||||||||
Virginia C. Drosos(4)(5) | 371,475 | 144,075 | 515,550 | 1.11 | % | |||||||||||||||
R. Mark Graf(4) | 20,792 | 0 | 20,792 | * | ||||||||||||||||
Zackery A. Hicks(4) | 17,615 | 0 | 17,615 | * | ||||||||||||||||
Helen McCluskey(4) | 24,156 | 0 | 24,156 | * | ||||||||||||||||
Sharon L. McCollam(4) | 19,888 | 0 | 19,888 | * | ||||||||||||||||
Nancy A. Reardon(4) | 19,769 | 0 | 19,769 | * | ||||||||||||||||
Jonathan Seiffer(4)(6) | 15,900 | 0 | 15,900 | * | ||||||||||||||||
Brian Tilzer(4) | 18,769 | 0 | 18,769 | * | ||||||||||||||||
Eugenia Ulasewicz(4) | 23,965 | 0 | 23,965 | * | ||||||||||||||||
Dontá L. Wilson(4) | 728 | 0 | 728 | * | ||||||||||||||||
Joan M. Hilson(7) | 90,361 | 31,264 | 121,625 | * | ||||||||||||||||
Jamie L. Singleton(7) | 53,228 | 36,255 | 89,483 | * | ||||||||||||||||
Rebecca S. Wooters(7) | 23,191 | 16,482 | 39,673 | * | ||||||||||||||||
Oded Edelman(7) | 190,693 | 12,102 | 202,795 | * | ||||||||||||||||
All Current Executive Officers and Directors as a group | 1,084,617 | 300,043 | 1,384,660 | 2.96 | % |
(1) | No Common Shares are pledged as security. All Common Shares are owned directly with the exception of Oded Edelman, who holds 105,398 Common Shares through a wholly-owned entity. |
(2) | Includes Common Shares that may be acquired upon the exercise of stock options or upon vesting of time-based restricted stock units. |
(3) | All holdings represent less than 1% of the Common Shares issued and outstanding, with the exception of Virginia C. Drosos, as indicated. No Preferred Shares are held by our Directors or executive officers . Percentage reported reflects the shareholdings of the Directors and Executive Officers as a percentage of the issued and outstanding shares of Common Stock as of April 22, 2022, excluding 957,174 shares repurchased by the Company that were held for the account of the Company as of April 22, 2022 and awaiting to be transferred to the Company’s treasury. |
(4) | Director |
(5) | CEO |
(6) | GEI VI, GEI Side VI, Associates VI-A and Associates VI-B are the direct owners of 625,000 Preferred Shares that are convertible into 8,032,923 Common Shares. Mr. Seiffer directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed to be an indirect beneficial owner of the shares owned by GEI VI, GEI Side VI, Associates VI-A and Associates VI-B. Mr. Seiffer disclaims beneficial ownership of the shares except to the extent of their pecuniary interest therein. |
(7) | Executive officer |
See CDA and “Director Compensation” below for a discussion of the Company’s Share Ownership Policies applicable to executive officers and Directors, respectively.
DELINQUENT SECTION 16(A) REPORTS
Section 16(a) of the Securities Exchange Act of 1934, as amended, require our Directors and executive officers and any persons who beneficially own more than 10% of our common stock (collectively “Reporting Persons”) to file reports of their ownership and changes in beneficial ownership of common stock with the SEC. Based solely on our review of forms filed electronically with the SEC and written representations from Reporting Persons, we believe that all filings required to be made under Section 16(a) by the Reporting Persons during Fiscal 2022 were timely filed.
SIGNET JEWELERS | 36 | 2022 PROXY STATEMENT |
The names, and ages of and positions held by the executive officers of the Company are presented in the following list.
Executive Officer | Age | Position | ||
Virginia C. Drosos | 59 | Chief Executive Officer | ||
Joan M. Hilson | 62 | Chief Financial and Strategy Officer | ||
William R. Brace | 55 | President—Jared and Jewelry Services | ||
Oded Edelman | 55 | President—James Allen and Chief Digital Innovation | ||
Mary Elizabeth Finn | 61 | Chief People Officer | ||
Stephen E. Lovejoy | 56 | Chief Supply Chain Officer | ||
Howard A. Melnick | 60 | Chief Information Officer | ||
Stash Ptak | 43 | General Counsel and Senior Vice President Legal Compliance and Risk | ||
Jamie L. Singleton | President—Kay, Zales and Peoples and Chief Marketing Officer | |||
Rebecca S. Wooters | 51 | Chief Digital Officer |
Virginia C. Drosos, 57—see biographical information in section “Proposal 1: Election of Directors - Directors—Virginia C. Drosos.”
Joan M. Hilson 60, joined Signet in March 2019 and became Chief Financial Officer in April 2019.2019 and Chief Strategy Officer in March 2021. Ms. Hilson brings over 30 years of leadership experience in retail corporate finance, leadership positions, with extensive experience in business planning, merchandise planning, inventory management, and cost optimization. Before joining Signet, Ms. Hilson was EVP,Executive Vice President, Chief Financial and Operating Officer of David’s Bridal, Inc. from March 2014 to February 2019., a wedding gown and formal wear retailer, for five years. Prior to that she was the Chief Financial Officer of American Eagle Outfitters, a publicly traded clothing retailer, and held several roles within Limited Brands, a publicly traded clothing and specialty retailer, including Chief Financial Officer of the Victoria’s Secret stores division. Earlier
William R. Brace has served as President of Jared and Jewelry Services since May 2021. He has over 30 years of experience growing and leading retail brands and businesses. He joined Signet in her career, Ms. HilsonSeptember 2018 as Executive General Manager of Jared and added responsibilities for the Jewelry Services business unit in 2020. He also worked at Sterling Jewelers Inc. and Coopers & Lybrand.
Oded Edelman 53, became Chief Digital Innovation Advisor in September 2017 and has served as President of JamesAllen.com, an online diamond and bridal jewelry retailer, since 2007.2007, and Chief Digital Innovation Officer since February 2022. Mr. Edelman has servedalso serves as the
Chief Executive Officer of R2Net Inc., the parent company of online diamond and bridal jewelry retailer, James Allen, sinceJamesAllen.com, which he founded it in 2007. He also serves as the President of JamesAllen.com. Signet completed theits acquisition of R2Net Inc. on September 12, 2017. Mr. Edelman has decades of experience in the diamond industry.
Mary Elizabeth Finn 59, became Chief People Officer in May 2018. From January 2017She has over 30 years of experience empowering team members through business transformations, developing leaders, expanding training and development opportunities and building diverse, inclusive, and successful cultures. Prior to May 2018Signet, Ms. Finn served as Chair of Finn Advisory Services, LLC, a consulting firm which she founded. Previously, Ms. Finn was Chief Human Resources Officer of Nielsen, from 2013 to 2016a global information services company, for three years and provided human resources leadership during two major successful transitions: the company’s initial public offering and chief executive officer succession. Prior to Nielsen, she spent 26 years at General Electric and has significant experience empowering employees during business transformation, developing leaders, providing effective training and development opportunities and building diverse, inclusive, and successful teams throughout her career.Electric.
Stephen E. Lovejoy 54, joined Signet as the Company’s new Chief Supply Chain Officer in June 2018. He has over 30 years of experience leading matrixed, global supply chains within retail and other industries. Steve most recently served as Chief Operating Officer for Glanbia PLC, fromJanuary 2016 to May 2018.a publicly traded multinational nutrition company, for over four years. Prior to Glanbia, he served as Senior Vice President Global Supply Chain at Starbucks Coffee Company from March 2010 to December 2015;Company; as Vice President, Global Supply Chain for Method Home Products, from July 2009 to February 2010;a home and personal care products company; and as Vice President, Product Supply International at The Clorox Company for 17 years before that. He is a member of the Purdue University Advisory Council and a board member for Healing the Culture, a non-profit organization.years.
SIGNET JEWELERS | 37 | 2022 PROXY STATEMENT |
EXECUTIVE OFFICERS OF THE COMPANY
Howard A. Melnick 58, became Chief Information Officer in February 2018, following his service in this position as interim Chief Information OfficerCIO since November 2017. Mr. Melnick has over 30 years of experience in organizational, retail and customer-facing technology systems and platforms. Prior to Signet, Mr. Melnick was Chief Information Officer at Ralph Lauren, a publicly traded clothing and fragrance retailer, from 2008 to 2017.Mr. Melnick previously held technology leadership positions at Marriott International and Pepsi-Cola International. He is also a Certified Public Accountant.
Stash Ptak became General Counsel and Senior Vice President Legal, Compliance and Risk in June 2019. Mr. Ptak’s experience spans both business operations and law. He joined the Signet legal team in 2012, initially focused on commercial and real estate matters. Mr. Ptak joined Signet in 2005, and prior to transitioning to the legal team, he served in a number of strategic and analytical roles related to the Company’s optimization of merchandise sales and margins.
Jamie L. Singleton 58, became Signet’s President of Kay, Zales and Peoples in March 2019 following her serviceand Chief Marketing Officer in May 2021. She has over 30 years of experience in transformative retail leadership, including merchandising, design, product development,
sourcing, marketing, data analytics and customer experience. Previously she served as Executive Vice President of Zales and Peoples Jewelers from June 2017 to March 2019. Ms. Singleton previously served as2019; and Senior Vice President, General Manager of Piercing Pagoda for Zale Corp., and later Signet, from April 2012 to June 2017, where she achieved significant revenue and profit growth by stabilizing the banner. Signet completed the acquisition of Zale Corp. in May 2014.2017. Prior to joining Zale Corp. she was a Senior Vice President at CPI Corp., a photography studio company, and David’s Bridal Group, after having served ina wedding gown and formal wear retailer, responsible for retail and wholesale businesses, and held various senior merchandising, sourcingplanning and product development positions at other retail companies.
Rebecca S. Wooters 49,became Signet’s Chief Digital Officer in April 2020. She has over 25 years of experience across digital strategy and transformation, customer experience, operations, market and product development. Prior to joining Signet, she spent over 12twelve years with Citi, the consumer division of publicly traded Citigroup, a financial services company, most recently as Chief Customer Experience Officer and Head of Digital Experience for Citi’s Card division since November 2013 and the Global Consumer Bank since April 2018, where she was responsible for customer experience and the evolution of digital servicing, digital channels, and the emerging space of voice, bot and digital messaging.2018. Prior to Citi, Ms. Wooters served in innovation, strategic and marketing roles of increasing responsibility at Experian Decision Analytics from 2005 to 2008, and MBNA, from 1994 to 2009.MBNA.
SIGNET JEWELERS | 38 | 2022 PROXY STATEMENT |
The Board recognizes the interest shareholders have in the compensation of executives. In recognition of that interest and as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”), we are asking shareholders to cast a vote, on a non-binding advisory basis, on the compensation of the Company’s |
As described in the CDA, Signet’s compensation philosophy is to deliver competitive total compensation for achieving annual and long-term financial goals that will recruit, retain, incentivize and reward leaders who will drive the creation of shareholderlong-term value. Total compensation is targeted at approximately the median of a custom group of comparator companies.
The Human Capital Management & Compensation Committee believes that the Company’s executive compensation programs, executive officer pay levels and individual pay actions approved for executive officers, including NEOs, directly align with the Company’s executive compensation philosophy, fully support the Company’s goals and provide an appropriate balance between risk and incentives. Shareholders are urged to read the CDA section of this Proxy Statement, which discusses in greater detail how compensation policies and procedures implement Signet’s executive compensation philosophy, as well as the compensation tables and narrative discussion.
Shareholders are asked to indicate their support for the Company’s NEO compensation as described in this Proxy Statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of NEOs and the philosophy, policies and practices described in this Proxy Statement. Accordingly, shareholders are asked to vote FOR the following resolution at the Annual Meeting:
“RESOLVED, that the compensation paid to Signet’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”
Shareholders should note that the vote is advisory and not binding on the Company and its Board or Human Capital Management & Compensation Committee. The Board and Human Capital Management & Compensation Committee value the opinion of shareholders, and to the extent there is any significant vote against the NEO compensation as disclosed in the Proxy Statement, shareholder concerns will be considered and the Human Capital Management & Compensation Committee will evaluate whether any actions are necessary to address those concerns.
![]() | The Board of Directors Recommends a Vote “FOR” this Proposal. |
SIGNET JEWELERS | 39 | 2022 PROXY STATEMENT |
TABLE OF CONTENTS
COMPENSATION DISCUSSION AND ANALYSIS | 41 | VIRGINIA C. DROSOS CHIEF EXECUTIVE OFFICER | ||||||||||
Introduction | 41 | |||||||||||
Executive Summary | 42 | |||||||||||
Our Commitment to Pay for Performance | 45 | |||||||||||
How Executive Compensation is Determined | 46 | |||||||||||
Competitive Benchmarking Analysis | 47 | JOAN M. HILSON CHIEF FINANCIAL AND STRATEGY OFFICER | ||||||||||
Elements of NEO Compensation | 48 | |||||||||||
Other Policies and Practices | 54 | |||||||||||
Deductibility of Executive Compensation | 55 | |||||||||||
COMPENSATION COMMITTEE REPORT | 56 | |||||||||||
EXECUTIVE COMPENSATION TABLES | 57 | |||||||||||
Summary Compensation Table | 57 | JAMIE L. SINGLETON PRESIDENT–KAY, | ||||||||||
Grants of Plan-Based Awards | 58 | |||||||||||
Outstanding Equity Awards | 59 | |||||||||||
Option Exercises and Shares Vested | 60 | |||||||||||
Non-Qualified Deferred Compensation | 60 | |||||||||||
NEO AGREEMENTS | 61 | |||||||||||
Termination Protection Agreements | 61 | |||||||||||
64 | REBECCA S. WOOTERS CHIEF DIGITAL OFFICER | |||||||||||
TERMINATION PAYMENTS | 66 | |||||||||||
CEO PAY RATIO | 71 | |||||||||||
ODED EDELMAN PRESIDENT—JAMES ALLEN AND CHIEF DIGITAL INNOVATION OFFICER | ||||||||||||
SIGNET JEWELERS | 40 | 2022 PROXY STATEMENT |
This Compensation Discussion and Analysis section (“CDA”) describes the material components of our executive compensation program for our named executive officers (each, an “NEO”, and collectively, the “NEOs”), whose compensation is set forth in the Executive Compensation Tables contained in this Proxy Statement. We also provide an overview of our executive compensation philosophy and objectives upon which the Compensation Committee (the “Committee”) bases its decisions in its endeavors to meet these objectives. In addition, we explain our executive compensation policies and the material elements awarded to, earned by or paid to the following NEOs.
◆ | the Company’s executive compensation objectives; |
◆ | the role of the Human Capital Management & Compensation Committee and the philosophy it has established to meet these objectives; |
◆ | the Company’s executive compensation policies; and |
◆ | the material elements of compensation awarded to, earned by, or paid to our named executive officers (each, an “NEO”, and collectively, the “NEOs”). |
NEO | Position | |
Virginia C. Drosos | Chief Executive Officer | |
Joan M. Hilson | Chief Financial and Strategy Officer | |
Jamie L. Singleton | President—Kay, Zales and Peoples and Chief Marketing Officer | |
Chief | ||
Oded Edelman | President—James Allen and Chief Digital Innovation Officer |
Signet’s fiscal year ended January 29, 2022 (“Fiscal 2022”) marked the completion of the first year of a three-year strategy entitled “Inspiring Brilliance.” The goal for Inspiring Brilliance is to build on the success of the Path to Brilliance strategy implemented in Fiscal 2019-2021 and establish Signet as Chief Financial Officer ceasedthe growth and innovation leader of the jewelry industry, driven by Signet’s Purpose and commitment to building customer relationships – not just transactions—that last a lifetime. Inspiring Brilliance is consumer inspired with a focus on April 3, 2019, but she remained employedConnected Commerce and a culture of innovation and agility. The consumer inspiration will focus on attracting new customers with consumer-inspired insight and innovation. The focus on Connected Commerce includes enhanced shopping experiences with a full spectrum of touch points and enhanced fulfillment and virtual selling. This approach includes winning with customers wherever, whenever and however they want to engage. Unleashing the full potential with a culture of innovation includes initiatives such as agile learning and fostering continued development of an advisor through April 30, 2019.
With this strategy, the Company announced a long-term revenue goal of $9 billion and a plan to grow market share to approximately 10%. Thanks to the “CFO” or “Chief Financial Officer”passionate dedication to customers and focus on our Inspiring Brilliance transformation strategy, we continue to build momentum and drive growth. This transformation was particularly evident through the Company’s performance as shown in this CDA refer to Ms. Hilson.
SIGNET JEWELERS | 41 | 2022 PROXY STATEMENT |
COMPENSATION DISCUSSION AND ANALYSIS
The connection between pay, performance and shareholder interests is critical in the Executive Compensation Tables, since suchdesign of all of our executive compensation was earned priorplans. The Company’s strong commitment to pay-for performance is demonstrated by the link between outstanding performance achievement and maximum incentive payouts in both the short-term and long-term programs. As reported in the Annual Report on Form 10-K and in other public disclosures, we made meaningful progress on achieving the goals of the Inspiring Brilliance strategic plan during Fiscal 2022 and significantly exceeded expectations, which impacted full year results. Examples of this outstanding performance includes:
◆ | Fiscal 2022 record-setting revenue of $7.8 billion or nearly 50% growth compared to last year; |
◆ | eCommerce sales were $1.5 billion, up from $1.2 billion in Fiscal 2021; and |
◆ | Leveraged fixed costs as we drove top-line to further expand operating margin to 11.5% for the year. |
As a result of these accomplishments, we exceeded the maximum performance targets under the annual short-term cash program (“STIP”) and for the performance-based awards under our long-term incentive program (“LTIP”) under our Amended and Restated 2018 Omnibus Incentive plan (the “Omnibus Plan”) for Fiscal 2020-2022 both which paid out at the maximum levels of 200%. The Company also took broad-based compensation actions for team members in store operations including:
◆ | Execution of the $15/hour minimum wages for hourly team members in the US and Canada nine months ahead of the May 2022 planned implementation; |
◆ | Award of We Celebrate You™ and We Appreciate YouTM bonuses with a combined value of $600 for all full-time eligible field team members and $300 for all part-time eligible field team members impacting over 20,000 field team members; and |
◆ | Increase of non-exempt corporate team members bonus targets to 5%, more than doubling the bonus opportunity for Fiscal 2022 for the majority of the approximately 1,300 impacted team members (minimum bonus opportunity improved from $500 to $1500 annually). |
We did not make any COVID-19-related adjustments to the COVID-19 pandemic, it has deferred payoutmeasured results for any of our outstanding incentive plans. Actual achievement for performance periods completed in Fiscal 2022 is shaded within the annualtable below:
Payout % | ||||||||||||||||
Incentive Plan and Performance Period | < Threshold | Threshold | Target | Maximum | ||||||||||||
Fiscal 2022 STIP | 0 | % | 25 | % | 100 | % | 200 | % | ||||||||
Fiscal 2020-2022 LTIP* | 0 | % | 25 | % | 100 | % | 200 | % |
* | Fiscal 2021-2023 LTIP PSU award measured achievement over the 2-year performance period ended January 29, 2022 which resulted is at the maximum payout level of 175%, however the awards vest over a three-year period and requires an additional year of service for the award to be earned prior to the payout. |
SIGNET JEWELERS | 42 | 2022 PROXY STATEMENT |
COMPENSATION DISCUSSION AND ANALYSIS
Compensation Philosophy
Our executive compensation philosophy is to provide an attractive, competitive and market-based total compensation program tied to performance and aligned with our shareholders and our endeavor to driveobjectives for long-term growth and value creation. Our objective is to recruit, retain, incentivize and reward the quality of executive officers necessary to deliver sustained high performance to our shareholders and customers. Our executive compensation practices reinforce our goals and expectations to reward the significant contributions that our executives are making in our transformational Path to Brilliance journey using the following compensation principles.
Principle | Design | |
Attract and retain high caliber executives. | The Company’s intention is for NEO target total compensation to be market-competitive with similarly-sized, comparator companies, including the Company’s 15 member peer group described elsewhere in this CDA. NEOs have base salaries and benefits that are market competitive and incentivize retention. A portion of NEO long-term incentives | |
Deliver a majority of NEO compensation | STIP and | |
STIP and LTIP | ||
Align interests of senior management with shareholders, and require all | A significant portion of NEO total compensation is delivered in equity. All NEOs are subject to share ownership guidelines. |
Compensation Overview, Objectives and Key Features
The Compensation Committee has established anCompany’s executive compensation program that contains the following key components:
Component | Objective | Key Features and Alignment | ||
Base salary | Provide a fixed level of pay that is not at risk and reflects individual experience and ongoing contribution and performance. | Designed to be competitive and retain key executive officers and allow us to attract | ||
Annual bonus (STIP) | Motivate and reward achievement of annual financial results against established annual goals of the Company. | Cash awards | ||
Long-term incentives ◆ Time-based restricted ◆ Performance-based restricted | Align management with long-term shareholder interests; retain executive officers; motivate and reward achievement of sustainable earnings growth and returns over time. | RSUs vest upon the continuance of service; |
In addition, executives receive a benefits package, which includes our deferred compensation plan,Deferred Compensation Plan, 401(k) Plan, health and life insurance and reimbursement of relocation expenses. The objective of the benefits package is to attract and retain talented executive officers over the course of their careers.officers.
SIGNET JEWELERS | 43 | 2022 PROXY STATEMENT |
COMPENSATION DISCUSSION AND ANALYSIS
Total Direct Compensation
The Committee strives to achieve an appropriate mix between the various elements of our compensation program to meet our compensation objectives. A significant portion of executive compensation is intended to be variable and tied to the Company’s financial performance.
The following charts illustrate the total target direct compensation mix for the Company’s CEO and other NEOs (on average and excluding the compensation of our former executive, Ms. Santana, and discretionary special awards and sign-on bonuses). As these charts show, approximately 85% of the CEO’s total target compensation, and approximately 67% of the average target total compensation of other NEOs, is variable and based on performance and/or aligned with shareholder interests over the short-term or long-term.
◆ | Approximately 87% of the CEO’s total target compensation is variable pay, comprised of 60% at-risk (variable) and 27% time-vested (variable), with the remaining 13% base salary (fixed). |
◆ | The other NEOs’ average target compensation is approximately 72% variable pay, comprised of 53% at-risk (variable) and 19% time-vested (variable), with the remaining 28% base salary (fixed). |
◆ | This mix of variable and fixed pay aligns with shareholder interests over the short-term and long-term. |
Summary of Target and Realized Compensation of our Chief Executive Officer in Fiscal 2020
There have been no changes to Ms. Drosos’s target base salary or target annual STIP bonus since she was hired in Fiscal 2018. In Fiscal 2020,2022, the Compensation Committee did not increaseincreased the long-term incentive target under the LTIP for Ms. Drosos by $1,250,000 based on her strong performance, demonstrated leadership and position relative to the peer group median. As a result, her target total compensation increased by 12.5% for Fiscal 2022. This adjustment helped close the gap to the median compensation within the peer group.
Additionally, as described in more detail in the “Elements of our CEO.NEO Compensation—Long-Term Incentive Plan” section of this CDA, the equity mix of Ms. Drosos’s LTIP was changed to a split of 60% performance-based restricted stock units (“PSUs”) and 40% time-based restricted stock units (“RSUs”) (from 50% PSUs and 50% RSUs in Fiscal 2021). The following tables setchanges helped return the LTIP split closer to pre-COVID-19 levels with more emphasis on performance-based restricted stock units. The table below sets forth a comparison between Fiscal 20192021 and Fiscal 20202022 total CEO target compensation, as well as the realized compensation amount during Fiscal 2020.compensation:
TARGET COMPENSATION
| ||||||||||
|
| Fiscal 2021 Target | Fiscal 2022 Target | % Increase Year-Over-Year |
| |||||
| Base Salary | $1,500,000 | $1,500,000 | 0.0% |
| |||||
| Annual STIP Bonus | $2,250,000 | $2,250,000 | 0.0% |
| |||||
| Total Annual Cash | $3,750,000 | $3,750,000 | 0.0% |
| |||||
| Total Long-Term Equity | $6,250,000 | $7,500,000 | 20.0% |
| |||||
| Total Target Compensation | $10,000,000 | $11,250,000 | 12.5% |
| |||||
SIGNET JEWELERS | 44 | 2022 PROXY STATEMENT |
Compensation Component | FY 19 Target | FY 20 Target | % Increase Year-Over-Year |
Base Salary | $1,500,000 | $1,500,000 | 0% |
Annual STIP Bonus | $2,250,000 | $2,250,000 | 0% |
Total Annual Cash | $3,750,000 | $3,750,000 | 0% |
Restricted Shares Granted | $2,100,000 | $2,100,000 | 0% |
Performance Based RSUs Granted | $3,900,000 | $3,900,000 | 0% |
Total Long-Term | $6,000,000 | $6,000,000 | 0% |
Total Target Compensation | $9,750,000 | $9,750,000 | 0% |
Compensation Component | Vesting Period | Target Compensation Value | Amount Earned | |
$ Value | % of Target | |||
Annual STIP Bonus | FY 20 | $2,250,000 | $2,853,000 | 126.8% |
Restricted Share Vesting | FY 18-20 | $2,100,000 | $939,459(1) | 44.7% |
Performance Based RSU Vesting | FY 18-20 | $3,900,000 | $0 | 0% |
Total | $8,250,000 | $3,792,459 | 46.0% |
COMPENSATION DISCUSSION AND ANALYSIS
(1) Value based on the closing price of the Company’s common shares on January 31, 2020, the last trading day of Fiscal 2020 ($24.31).
WHAT WE DO | ||||||
◆ Align pay to Company strategy and performance | ||||||
◆ Set rigorous, objective performance goals and tie vesting of performance-based equity awards to service over multiple years | ||||||
◆ Oversight of compensation and benefit programs | ||||||
◆ Impose and monitor meaningful stock ownership requirements | ||||||
◆ Maintain a Clawback Policy | ||||||
◆ Retain independent compensation consultant | ||||||
◆ Set maximum payout | ||||||
◆ Mitigate undue risk in compensation programs | ||||||
◆ Require double-trigger vesting for severance and change-in-control benefits and LTIP awards | ||||||
WHAT WE DO NOT DO | ||||||
◆ No excise tax gross-ups in connection with a change in control | ||||||
◆ No dividend equivalents paid on | ||||||
◆ No hedging transactions, short sales or pledging of Company stock | ||||||
◆ No resetting of performance targets | ||||||
◆ No excessive severance benefits | ||||||
Consideration of In June “Say-on-Pay”“Say-on-Pay” Vote and Investor Outreach2019,2021, our Say-on-Pay proposal passed with 85.1%98.39% of the shareholder advisory votes cast in favor of the Company’s executive compensation program. The Compensation Committee concluded that shareholders were supportive of the Company’s executive compensation philosophy and design. The Compensation Committee will continue to consider Say-on-Pay results in the design of the Company’s compensation program.In Fiscal 2020, we expanded our investor outreach program by including our Board in reaching out to our four largest investors, representing over 40% of shares outstanding. Although only one investor accepted our invitation, we will continue our investor outreach efforts to assure alignment of our compensation practices with shareholder interests. The Company’s outreach efforts are intended to better understand our shareholders’ viewpoints on our executive compensation program.
Our strong commitment to pay-for-performance is demonstrated by the link between actual performance and incentive payouts, both short- and long-term. The Compensation Committee sets short-short-term and long-term performance goals at challenging levels to incentivize outstanding achievement by our executive officers. As disclosed above, 63% of our CEO’s and an average of 52% of our other NEOs’ direct compensation opportunities are based on performance. As reported in the Annual Report on Form 10-K and in other public disclosures, we made meaningful progress against the goals of the Path to Brilliance transformation plan during Fiscal 2020, and fourth quarterresults exceeded expectations, which impacted full year results. This strong performance during Fiscal 2020 resulted in a payout under our STIP, but such performance did not, when combined with Fiscal 2018 and 2019 performance, result in a performance-based restricted stock unit (“PSU”) payout under the LTIP.
◆ | Variable pay makes up 87% of the CEO’s compensation, with 60% at-risk and 27% time-vested. |
◆ | Variable pay for the other NEOs averages 72% with 53% at-risk and 19% time-vested. |
The STIP aligns short-term cash incentives with the level of individual performance and contributions to the Company’s overall performance. For NEOs at the corporate level (all NEOs other than Ms. Singleton who is at the divisional leadership level)and Mr. Edelman), 100% of the STIP award opportunity is based on the achievement of corporate-wide performance goals (60% on Adjusted Operating Income of Signetgoals.
For Fiscal 2022, the STIP performance metrics included:
◆ | 50% Adjusted Operating Income; and |
◆ | 50% Comparable Sales. |
SIGNET JEWELERS | 45 | 2022 PROXY STATEMENT |
COMPENSATION DISCUSSION AND ANALYSIS
For Ms. Singleton and 40% on Same Store Sales), while divisional leaderships’Mr. Edelman, who have banner leadership roles, the STIP award opportunity is based equally on the achievement of thewas split evenly between corporate-wide performance goals referenced above and banner specific performance goals (60% on Adjusted Operating Incomegoals.
Fiscal 2022 Annual Incentive (STIP) | ||||||||||||
Name | Corporate | Banner | Payout % Range | |||||||||
Virginia C. Drosos | 100 | % | 0 | % | 0-200 | % | ||||||
Joan M. Hilson | 100 | % | 0 | % | 0-200 | % | ||||||
Jamie L. Singleton | 50 | % | 50 | % | 0-200 | % | ||||||
Rebecca Wooters | 100 | % | 0 | % | 0-200 | % | ||||||
Oded Edelman | 50 | % | 50 | % | 0-200 | % |
The LTIP aligns interests of senior management with shareholders and 40% on Same Store Sales for each applicable banner). Payouts of the STIP range from 0% to 200% of target based on the level of performance achievement during the applicable fiscal year.
◆ | PSUs granted under the LTIP align long-term incentives with corporate-wide performance over a two or three-year period for all participants. |
◆ | Payout of PSUs under the LTIP is based on the achievement of performance metrics established at the grant date measured over a two or three-fiscal year performance measurement cycle (and full vesting requires three-years of service from the beginning of the performance measurement cycle). |
◆ | The Fiscal 2022 PSU grant utilized metrics of 50% Free Cash Flow and 50% Revenue, each measured over two years (Fiscal 2022 through Fiscal 2023) with an additional year of service required for vesting of these awards. |
◆ | PSU payouts typically range from 0% to 200% of target, based on the level of performance achievement during the applicable performance period, with a payout of 25% of target at threshold performance and a payout of 200% of target at maximum performance. |
More information with respect to the selection of these performance metrics, actual performance and resulting payouts under the STIP and LTIP, along with other elements of our executive compensation program, is provided below.
Role of the Human Capital Management & Compensation Committee
The Compensation Committee sets the compensation for the Company’s NEOs and Direct Reports to the CEO to help retain and motivate them to achieve our business objectives and ensure that they are appropriately rewarded for their individual contributions to our performance.performance and for their leadership. In doing so, the Committee considers the interests of shareholders, the financial and commercial health of the business, compensation parameters for all levels
The Compensation Committee’s objective is to deliver and maintain competitive executive compensation in accordance with our compensation principles. In doing so, the Committee:
◆ | Annually reviews and approves executive officer incentive plans, goals and objectives to align with our Company’s performance targets and business strategies; |
◆ | Annually assess risk in incentive compensation programs; |
◆ | Evaluates each executive officer’s responsibilities and actual performance in light of our Company’s performance goals and business strategies; |
◆ | Evaluates the competitiveness of each executive officer’s compensation package against our peer group, along with other factors such as an executive officer’s performance, retention and the availability of replacement talent; |
◆ | Reviews all elements of compensation (tally sheets), including benefits, perquisites and potential payments upon termination or change of control, to understand how each element of compensation relates to other elements and to the compensation package as a whole; and |
◆ | Approves and in the case of the CEO, recommends to the full Board any changes to the total compensation package of each executive officer, including but not limited to, base salary, annual and long-term incentive award opportunities, payouts and retention plans. |
The Committee’s charter, which more fully sets out its duties and responsibilities, as well as other matters, can be found on our website at www.signetjewelers.com/investors/corporate-governancecorporate-governance/documents-and-charters. In addition, please see the description of the Committee included under “Compensation“Human Capital Management &
SIGNET JEWELERS | 46 | 2022 PROXY STATEMENT |
COMPENSATION DISCUSSION AND ANALYSIS
Compensation Committee” within the “Board of Directors and Corporate Governance” section of this Proxy Statement.
Role of Compensation Consultants
Our independent compensation consultant, Semler Brossy, is retained by the Compensation Committee to provide the following services for the benefit of the Committee:
◆ | Competitive market pay analysis for the CEO, other executive officers and non-employee Directors; |
◆ | Market trends in CEO, other executive officer and non-employee Director compensation; |
◆ | Pay-for-performance analysis and review of risk in the Company’s pay programs; |
◆ | Advise with regard to the latest regulatory, governance, technical and financial considerations impacting executive compensation and benefit programs; |
◆ | Assistance with the design of executive compensation and benefit plans, as needed; |
◆ | Annual review of the compensation benchmarking peer group; and |
◆ | Other items as determined appropriate by the Chair of the Committee. |
Semler Brossy’s services to the Company are limited to the non-employee Director and executive compensation areas noted above; Semler Brossy has done no other work for the CEO, other executive officersCompany. The Committee reviews and non-employee Directors;
Role of Executives
The CEO reviews with the Compensation Committee a performance assessment for each of the other NEOs and Direct Reports of the CEO, at the beginning of each fiscal year, recommends their target compensation levels, including salaries and target STIP and LTIP incentive levels. The Committee factors in these assessments and recommendations, along with other information, to determine final NEO compensation. The Chief Financial Officer and Chief People Officer regularly attend Committee meetings upon request, but are not present for the executive sessions or for any discussion of their own compensation.
The Committee has delegated authority to the CEO to grant share-based awards under the Omnibus Plan to non-executive
When analyzing the market data provided by our compensation consultant, the Compensation Committee focuses on a peer group of companies for benchmarking purposes where possible. The Committee annually reviews the composition of the peer group to assess its continued appropriateness.relevance. The Fiscal 20202022 peer group companies had the following characteristics:
◆ | Global retail operations; |
◆ | Headquarters in North America and traded on a North American stock exchange; and |
◆ | Revenue approximating Signet’s, generally ranging from half to twice the Company’s revenue. |
SIGNET JEWELERS | 47 | 2022 PROXY STATEMENT |
COMPENSATION DISCUSSION AND ANALYSIS
For Fiscal 2020,2022, the Committee approved the group consisting of the following 16 companies, which are the same companies used for Fiscal 2019:
Abercrombie & Fitch Co. | L Brands, Inc.* | Ulta Beauty Inc. | ||||||
American Eagle Outfitters, Inc. | Urban Outfitters Inc. | |||||||
Capri Holdings Limited | V.F. Corporation | |||||||
Dick’s Sporting Goods Inc. | Williams-Sonoma, Inc. | |||||||
Foot Locker, Inc. | Tapestry Inc. |
* | LVMH acquired Tiffany & Co. in January 2021 and Tiffany was removed from our peer group for Fiscal 2022. In August 2021, L Brands, Inc. separated into two publicly-traded entities, Victoria’s Secret and Bath & Body Works. Both Victoria’s Secret and Bath & Body Works have been retained in the peer group. |
The table below shows a statistical comparison of trailing four quarter revenues and fiscal year end market capitalization between the Company and theits peer group as of the end of Fiscal 2020.
Measure | Signet | Peer Minimum | Peer Maximum | Peer Median | Peer Average | ||||||||||
Revenue (in billions) | $ | 6.1 | $ | 3.6 | $ | 15.5 | $ | 6.7 | $ | 7.7 | |||||
Market Capitalization (in billions) | $ | 1.3 | $ | 1 | $ | 33.1 | $ | 5.6 | $ | 7.8 |
Measure | Signet | Peer Minimum | Peer Maximum | Peer Median | Peer Average | |||||||||||||||
Revenue (in billions) | $ | 7.8 | $ | 3.7 | $ | 13.9 | $ | 8.0 | $ | 7.9 | ||||||||||
Market Capitalization (in billions) | $ | 4.5 | $ | 2.2 | $ | 25.7 | $ | 8.4 | $ | 9.3 |
The peer group was the primary source of market data for the purposes of executive compensation benchmarking but was supplementedfor Mmes. Drosos, Hilson, and Singleton. Survey data published by Equilar, survey data covering a broader group of retail companies with similar revenues was the primary source of market data for selectMs. Wooters and Mr. Edelman.
The Committee generally targets median pay positioning for our executives (e.g., Ms. Dennison and Ms. Finn). Management did not have any input intomay vary positioning due to experience, performance and criticality of the companies includedrole. Individually, and in the peer group.
Base Salary
Each NEO receives a fixed level of base salary as compensation for services rendered during the fiscal year. Base salaries are monitored to support the executive compensation program’s objectives of attracting and retaining management.
The maximum amount ofannualized base salaries of the NEOs duringfor Fiscal 20202022 and Fiscal 20192021 are listed in the table below. None of the NEOs who were employed by the Company in Fiscal 2019 received an increase in base salary for Fiscal 2020, except for Jamie Singleton, whose salary was increased inIn March 2019 to reflect increased responsibilities.2021:
◆ | Ms. Drosos salary was not adjusted, based on market positioning. Her strong performance was recognized in variable pay increase (long-term incentive). |
◆ | Ms. Hilson received a $75,000 (9.7%) salary increase to recognize her strong performance and to improve competitive positioning relative to median market pay. |
◆ | Ms. Singleton received a $75,000 (10.4%) salary increase to recognize the turnaround of Zales and strong progress of Kay Jewelers, increased responsibilities for Sourcing and to improve her competitive positioning relative to market median pay. |
◆ | Ms. Wooters salary was not adjusted, based on market positioning. Her strong performance was recognized in variable pay increase (long-term incentive). |
◆ | Mr. Edelman received a $50,000 (9.5%) salary increase to recognize his strong performance and improved competitive positioning relative to median market pay (this is converted to shekels via Israeli payroll system). |
NEO | Fiscal 2022 Salary* | Fiscal 2021 Salary | Salary Increase % | |||
Virginia C. Drosos | $1,500,000 | $1,500,000 | 0.0% | |||
Joan M. Hilson | $ 850,000 | $ 775,000 | 9.7% | |||
Jamie L. Singleton | $ 825,000 | $ 750,000 | 10.4% | |||
Rebecca Wooters | $ 650,000 | $ 650,000 | 0.0% | |||
Oded Edelman | $ 575,000 | $ 525,000 | 9.5% |
* | Amounts shown are annualized for each NEO. The salary increases occurred on March 21, 2021 and actual salary received by each NEO during Fiscal 2021 is set forth in the Summary Compensation Table. |
SIGNET JEWELERS | 48 | 2022 PROXY STATEMENT |
NEO | Fiscal 2020 Salary(1) | Fiscal 2019 Salary | ||||
Virginia C. Drosos | $ | 1,500,000 | $ | 1,500,000 | ||
Joan M. Hilson | $ | 700,000 | $ | — | ||
J. Lynn Dennison | $ | 650,000 | $ | 650,000 | ||
Mary Elizabeth Finn | $ | 515,000 | $ | 515,000 | ||
Jamie L. Singleton | $ | 550,000 | $ | 500,000 | ||
Michele Santana | $ | 700,000 | $ | 700,000 |
COMPENSATION DISCUSSION AND ANALYSIS
Annual Bonus under the Short-Term Incentive Plan (“STIP”)
Annual bonus performance targets and actual bonuses paid in light ofunder the Company’s performanceSTIP are reviewed and approved by the Compensation Committee each year.
Annual Bonus Fiscal 20202022 STIP
For the Fiscal 2019, the Compensation Committee determined that the corporate-wide Fiscal 2020 STIP performance targets would be based on adjusted operating income (“STIP Operating Income”) (60% weighting) and Same Store Sales (40% weighting). The Committee believes that using these measures drives both top and bottom line growth, consistent with the Company’s Path to Brilliance plan. STIP Operating Income is a non-GAAP measure, calculated as operating income, adjusted to reflect results at constant currency and for the impact of (i) noncash goodwill and intangible impairment charges, (ii) restructuring charges and (iii) charges related to shareholder settlement. 2022 STIP:
◆ | The Committee transitioned back to a full fiscal year (twelve month) performance period from the Fiscal 2021 design which included two six-month performance periods that were established due to uncertainty related to goal setting in light of the COVID-19 pandemic. |
◆ | The Committee also returned to using Comparable Sales and Adjusted Operating Income as the applicable performance metrics and reset the maximum payout to the historical maximum of 200% payout, compared to Fiscal 2021, which had a 150% maximum with a TSR modifier that was also implemented due to challenges in determining performance goals in light of the COVID-19 pandemic. |
For all NEOs, other than Ms. Singleton and Mr. Edelman, the Fiscal 2022 STIP performance targets areaward opportunities were based 100% on the achievement of corporate-wide performance targets, as noted above.targets. As a divisional president,the President of Kay, Zales and Peoples and Chief Marketing Officer, Ms. Singleton’s Fiscal 2022 STIP award opportunity iswas based 50% on the corporate-wide performance targets noted above and 50% on banner specific performance targets for Kay and Zales/Peoples using the same weighting betweenbanner-specific performance targets. As President of James Allen and Chief Digital Innovation Officer, Mr. Edelman’s Fiscal 2022 STIP Operating Incomeaward opportunity was based 50% on corporate-wide performance targets noted above and Same Store Sales for each banner.50% on James Allen banner-specific performance targets. The Committee incorporated the banner-specific metrics into Ms. Singleton’s and Mr. Edelman’s Fiscal 2022 STIP award opportunity to incentiveincentivize sales growth and profitability at the bannersbanner levels and harmonize such banners’banner’ financial goals with those of Signet as a whole.
Fiscal 2020,2022 STIP Target
SIGNET JEWELERS | 49 | 2022 PROXY STATEMENT |
COMPENSATION DISCUSSION AND ANALYSIS
Fiscal 2022 target and potential maximum STIP bonuses as a percentage of salary were as set out below. These bonus targets areremained the same as Fiscal 20192021 for those NEOs employed by the Company in both periods.
NEO | Target STIP Bonus as a Percentage of Base Salary | Maximum STIP Bonus as a Percentage of Base Salary | |||
Virginia C. Drosos | 150 | % | 300 | % | |
Joan M. Hilson | 75 | % | 150 | % | |
J. Lynn Dennison | 75 | % | 150 | % | |
Mary Elizabeth Finn | 75 | % | 150 | % | |
Jamie L. Singleton | 75 | % | 150 | % | |
Michele Santana | 75 | % | 150 | % |
NEO | Target STIP Bonus as a Percentage of Base Salary | Maximum STIP Bonus as a Percentage of Base Salary | ||
Virginia C. Drosos | 150% | 300% | ||
Joan M. Hilson | 100% | 200% | ||
Jamie L. Singleton | 100% | 200% | ||
Rebecca Wooters | 75% | 150% | ||
Oded Edelman | 75% | 150% |
Performance must exceed threshold goals to earn anya STIP bonus payout, which is paid on a linear basis from zero25% to 100% of the target bonus. At threshold a 25% payout is earned and below threshold performance levels, no bonus is paid to executives. Performance in excess of the target up to the maximum results in a bonus paid on a linear basis from 100% to 200% of the target bonus. At or below threshold performance levels, no award is paid to executives.
Corporate-Wide Performance Metrics | Weighting | Threshold | Target | Max | Actual Achieved | % of Target | ||||||
STIP Operating Income (in millions) | 60 | % | $280 | $300 | $340 | $318.3 | 137 | % | ||||
Same store sales | 40 | % | (0.5 | )% | 0.5 | % | 1.5 | % | 0.6 | % | 110 | % |
Corporate-Wide Performance Metrics | Weighting | Threshold | Target | Max | Actual & Achievement | Payout as % of Target | ||||||
Fiscal 2022—Comparable Sales %* | 50% | 16% | 19% | 22% | 48% | 200% | ||||||
Fiscal 2022—Adjusted Operating Income (in millions) | 50% | $296 | $342 | $396 | $886 | 200% |
* | Comparable sales include physical and eCommerce sales. |
Signet’s performance exceeded the maximum Adjusted Operating Income and Comparable Sales % performance goals in Fiscal 2022. Results were generated via extraordinary momentum throughout the year and traction of Inspiring Brilliance strategies generated market share gains.
Adjusted Operating Income is a non-GAAP measure, calculated as operating income, adjusted to reflect net non-GAAP charges of $5M related to transformation plan, asset impairments, gain on sales of in-house receivables and acquisition related costs and in addition Diamonds Direct acquisition-related operating income of $22 million was removed as the acquisition of Diamonds Direct was not anticipated when the STIP goals for Fiscal 2022 were established. The banner specificactual results for Adjusted Operating Income before the $22 million adjustment was $908M so the achievement exceeded the maximum level prior to the adjustment. These adjustments are consistent with the Company’s guidelines for adjusting incentive plan goals.
The banner-specific performance metrics in Fiscal 2022 for Kay and Zales/Peoples,People applicable to Ms. Singleton, for the Fiscal 2020 STIPand James Allen applicable to Mr. Edelman were set at challenging levels to incentivize outstanding contributions by each respective banner to Signet’s overall performance. The Kay and Zales/Peoples banners met and exceeded targetmaximum performance for STIP Operating Income, respectively, yet fell short of threshold on Same Store Sales, resulting in payouts onunder Ms. Singleton’s leadership. Similarly, James Allen’s Fiscal 2022 performance exceeded maximum performance targets under Mr. Edelman’s leadership. Aggregate banner-specific portion of the STIPpayout was at 60.0%200% of target for Kay and 79.4%both Ms. Singleton as well as Mr. Edelman.
As part of target for Zales/Peoples, for an aggregate banner-specific payout at 69.7% of targetthe Fiscal 2022 year-end.
NEO | Total Bonus Earned for Fiscal | |
Virginia C. Drosos | $ | |
Joan M. Hilson | $ | |
Jamie L. Singleton | $ | |
Rebecca Wooters | $ | |
Oded Edelman | $ 852,404 |
SIGNET JEWELERS | 50 | 2022 PROXY STATEMENT |
COMPENSATION DISCUSSION AND ANALYSIS
Long-Term Incentive Plan (“LTIP”)
The Compensation Committee believes that long-term share-based incentives are appropriate and important vehicles to properly focusretain key executive officers, ensure the executive officers focus on long-term results, retain key executive officers and align their interests with those of shareholders.
Long-term incentive grants are generally made at the same time as the annual compensation reviews. The value delivered through long-term incentives is determined holistically in the context of total compensation levels. This process, as described above, considers benchmarking data, retention needs, level of responsibility and individual performance.
Fiscal 2022 LTIP Grants
Fiscal 2022 LTIP grants were issued under the Omnibus Plan in March 2021 in a mix of 60% PSUs and 40% RSUs (reflecting a change from the LTIP mix of 50% PSUs and 50% RSUs in Fiscal 2021).
◆ | Ms. Drosos’s target LTIP award value was increased by $1,250,000 to $7,500,000 to reward her outstanding Company leadership, strong performance and to bring her closer to the market median. |
◆ | Ms. Hilson’s target LTIP target was increased from 175% to 225% of salary to reward her outstanding financial leadership, strong performance and to bring her closer to the market median. |
◆ | Ms. Singleton’s target LTIP award was increased from 175% to 225% of salary to reward her outstanding banner leadership, strong progress of Kay and Zales and to bring her closer to the market median. |
◆ | Ms. Wooters’s target LTIP award was increased to 125% from 110% of salary to reward her outstanding progress in our digital transformation and her strong performance. |
◆ | Mr. Edelman’s target LTIP was increased to 125% from 100% of salary to reward his outstanding leadership in diamond sourcing and to maintain his competitive market pay positioning. |
NEO LTIP targets expressed as a percentage of salary are shown in the table below:
NEO | Target LTIP Bonus | |
Virginia C. Drosos | 500% of Base Salary | |
Joan M. Hilson | 225% of Base Salary | |
Jamie L. Singleton | 225% of Base Salary | |
Rebecca Wooters | 125% of Base Salary | |
Oded Edelman | 125% of Base Salary |
The number of time-based restricted sharesPSUs and performance-based restricted share unitsRSUs granted to NEOs in Fiscal 20202022 was based upon an award methodology using a share price calculated by averaging the average closing price of athe Company’s Common ShareShares on the NYSE for the 20 trading days beforeleading up to and including the grant date. The PSUs and RSUs were granted on March 22, 2021, based on a stock price of $55.20
Fiscal 2022-2024 PSUs
The Committee elected to maintain a shortened performance measurement period of two cumulative years, compared to historic three-year performance periods. The two-year performance period recognized continued economic uncertainties while the three years of vesting service requirement assisted with retention. The performance metrics for the Fiscal 2022 PSUs were weighted 50% on Free Cash Flow and 50% on Revenue similar to Fiscal 2021 LTIP, and these metrics were chosen to ensure focus on top- and bottom-line growth and working capital efficiency. Free Cash Flow, a non-GAAP measure, is defined as the net cash provided by operating activities less purchases of property, plant and equipment. Management considers this to be helpful in understanding how the business is generating cash from its operating and investing activities that can be used to meet the financing needs of the business.
SIGNET JEWELERS | 51 | 2022 PROXY STATEMENT |
COMPENSATION DISCUSSION AND ANALYSIS
Fiscal 2022-2024 RSUs
One third of the RSUs granted under the Fiscal 2022 through 2024 LTIP vest on each of the first, second and third anniversary of the grant date subject to continued service with the Company.
LTIP Performance Targets
The level of April 25, 2019, which was $25.18. achievement for two-year cumulative Free Cash Flow and Revenue will payout at 25% (minimum) upon achievement of threshold levels of target performance, 100% upon achievement of target performance and 200% at upon achievement of the maximum target levels of performance.
Fiscal 2022—2024 LTIP Payout Schedule
Performance Measure | Weighting | Threshold (Pays 25% of Target Award) | Target (Pays 100% of | Maximum (Pays 175% of | ||||
2-Year Cumulative Revenue |
50% |
97% of target performance |
100% |
103% of target performance | ||||
2-Year Cumulative Free Cash Flow |
50% |
91% of target performance |
100% |
112% of target performance |
The numberperformance targets and actual performance as measured against the targets will be disclosed at the end of time-based restricted sharesthe two-year performance period and performance-based restricted share unitsthe awards will vest after an additional year of service, ending during the third year following the grant date.
Fiscal 2022-2024 RSUs
One third of the RSUs granted under the Fiscal 2022 through 2024 LTIP vest on each of the first, second and third anniversary of the grant date subject to each NEOcontinued service with the Company.
Determinations Related to Vesting of Previously Granted Performance-Based LTIP Awards
In March 2022, the Committee certified performance results for two PSU cycles. The first award, the Committee certified performance for the three-year PSUs granted in Fiscal 2020, using this award methodology is set forth incovering the “Grantsperformance period of Plan-Based Awards” table and discussed in more detail below.
No COVID-19-related adjustments were made to the performance goals for any of the outstanding LTIP ROIC replaced LTIP return on capital employed in Fiscal 2019, as it is more commonly used to evaluate profitability incycles despite the U.S., is relatively common among our peers and is aligned with our strategic pillardisruption of efficiency and agility as we seek to employ mindful use of capital. These measures were also chosen because the Compensation Committee believes that they are the appropriate combination of growth and return to drive long-term shareholder value. NEOs can earn 0% or between 25% to 200% of target, basedpandemic on the level ofCompany’s ability to achieve such performance achievement during the applicable three-year performance period, subject to continued service with the Company during such period.
SIGNET JEWELERS | ||||
2022 PROXY STATEMENT |
COMPENSATION DISCUSSION AND ANALYSIS
made to account for the targets will be disclosedDiamonds Direct acquisition since these amounts were not contemplated at the endtime the goals were set. The Company removed $22 million of LTIP Operating Income and a 0.5% impact of ROIC related to Diamonds Direct. The actual results prior to adjustments were LTIP Operating Income of $1,383 million and ROIC of 13.6% which exceeded the three-yearmaximum goals for each metric.
Adjusted performance period.
Performance Target | Weighting | Threshold (Pays 25% of Target Award) | Target (Pays 100% of | Maximum (Pays 200% of | Actual | Share Award Vesting (as a Percentage of | ||||||
LTIP Operating Income (in millions) |
80% |
$926.8 |
$993.0 |
$1,125.4 |
$1,361 |
200% | ||||||
LTIP ROIC |
20% |
9.8% |
10.5% |
11.94% |
14.1% |
200% |
For the second award, the Committee also certified performance results for the three-year performance-based restricted share unit awards granted in Fiscal 2018,2021 through 2023 PSUs, covering thea two-year performance period (Fiscal 2021 and 2022) that require an additional year of Fiscal 2018 through Fiscal 2020.service for vesting purposes. These awards were weighted 80%50% based on adjusted consolidated operatingRevenue and 50% based on Adjusted Free Cash Flow, a non-GAAP measure calculated as Free Cash Flow, less non-recurring proceeds received related to the sale of in-house financing receivables of $81 million in Fiscal 2022 and income (“Adjustedtax refunds resulting from the CARES Act legislation of $183 million in Fiscal 2021.
No COVID-19-related adjustments were made to the performance goals for any of the outstanding LTIP Operating Income”) and 20%cycles despite the disruption of the pandemic on return on capital employed (“LTIP ROCE”). Adjusted LTIP Operating Income was further adjustedthe Company’s ability to reflect results at constant currency andachieve such performance goals. Adjustments were made to account for the impact of (i) noncash goodwillDiamonds Direct acquisition since the acquisition was not contemplated at the time the goals were set. As a result, the Company reduced Revenue by $133 million and intangible impairment charges, (ii) the dispositionAdjusted Free Cash Flow by $28 million for purposes of the second phasepayout calculation. The actual results prior to these adjustments were Revenue of $13,053 million and Adjusted Free Cash Flow of $2,152 million which both exceeded the Company’s credit program, (iii) restructuring charges and (iv)maximum goal for the resolution of a previously disclosed regulatory matter.
Actual performance for these measures during the Fiscal 2018 - Fiscal 20202021 through 2023 performance period are shown below. The awards vestedexceeded the maximum payout level and therefore 175% vesting will occur and the awards will payout following an additional year of service. The maximum payout level for this cycle was reduced from 200% to 175% due to a concern over share usage in the Omnibus plan given the low stock price and uncertainty in the market at 0% of target.
Performance Target | Weighting | Threshold (Pays 25% of Target Award) | Target (Pays 100% of Target Award) | Maximum (Pays 200% of Target Award) | Actual | Share Award Vesting (as a Percentage of Target Award) | |||||||||
Adjusted LTIP Operating Income (in millions) | 80% | $ | 1,488 | $ | 1,576 | $ | 1,706 | $ | 1,173 | 0 | % | ||||
LTIP ROCE | 20% | 24.8% | 26.3% | 28.4% | 17.42% | 0 | % |
Performance Target | Weighting | Threshold (Pays 25% of Target Award) | Target (Pays 100% of | Maximum (Pays 200% of | Actual | Share Award Vesting (as a Percentage of | ||||||
Revenue (in millions) |
50% |
$9,468 |
$9,655 |
$10,033 |
$12,920 |
175% | ||||||
Adjusted Free Cash Flow (in millions) |
50% |
$299 |
$351 |
$456 |
$2,124 |
175% |
Retirement & Deferred Compensation
The Company provides retirement and deferred compensation benefits to NEOs and employees,all eligible team members, both as a retention mechanism and to provide a degree of post-retirement financial security, post retirement.
Under federal guidelines, the 401(k) Plan contributions by senior management may be reduced based on the participation levels of lower-paid employees. Therefore,team members. Effective January 1, 2021, following the reopening of stores and returning from furlough, the Company reinstated its matching contributions to pre-COVID-19 levels which allows for 50% match on the participant’s elective salary and/or bonus deferral up to a supplemental plan,maximum of 8% of the Deferred Compensation Plan (the “DCP”), an unfunded, non-qualified plan under Federal guidelines, was established for senior management to assist with pre-tax retirement savings in addition to the 401(k) Plan.employee’s contribution. Under the DCP, an employee is permittedmanagers are eligible to defercontribute up to 75%15% of their base salary and/or bonus.
Prospectively, the retirement definition was harmonized across all compensation and bonus.retirement benefit programs. The new retirement definition is attainment of age 60 and 5 years of service. This will provide for full vesting of all Company provides a discretionary 50% matching contributionbalances in the 401(k) and DCP prospectively once the retirement age and service is attained.
SIGNET JEWELERS | 53 | 2022 PROXY STATEMENT |
COMPENSATION DISCUSSION AND ANALYSIS
We do not offer any retirement benefits to our Israeli-based executive officers including Mr. Edelman, except for social benefits required pursuant to Israeli labor laws, or are common practice in Israel and are generally available to all Israeli team members, and as set forth in the personal employment agreements, as amended, that Mr. Edelman entered into with an Israeli subsidiary of the Company (described in more detail below under the DCP“NEO Agreements” section of this Proxy Statement). For example, we contribute 8.33% of each Israeli team member’s monthly base salary each month to an investment fund for each participant’s annual deferral,the benefit of such team member (provided that certain team members may elect to receive a portion of such monthly amount as additional salary in lieu of it being contributed to such investment fund), which will be released to such team member upon termination of employment for any reason, including retirement. In addition, we make a monthly payment of up to 8%6.5% of each team member’s monthly base salary to another insurance or pension fund (provided that certain team members may elect to receive a portion of such monthly amount as additional salary in lieu of it being contributed to such insurance or pension fund), which accrued amount may be withdrawn by the team member after retirement or, subject to various tax restrictions in Israel, after leaving our employment. The amounts of the participant’s annual eligible compensation. Effective January 1, 2020, the Company matching formula changed from 10%above referenced benefits contributed by us to 8% of the participant’s annual eligible compensation. Although the DCP also permits additional employer discretionary contributions, the Company did not make any additional discretionary contributionsMr. Edelman in Fiscal 2020.
Perquisites
NEOs receive a limited number of perquisites and supplemental benefits, which are primarily related to relocation expense reimbursement. The Company covers the cost of physical examinations for the CEO to facilitate and encourage her to maintain her health and well-being. Relocation benefits are provided, including reimbursement for a spouse’s travel expenses where the spouse has not also relocated, where applicable, and small retirement gifts may be given on occasion.benefits:
◆ | The Company covers the cost of physical examinations for the CEO to facilitate and encourage her to maintain her health and well-being. |
◆ | Relocation benefits are provided, including reimbursement for a spouse’s travel expenses where the spouse has not also relocated. |
◆ | Where applicable, small retirement gifts may be given. |
◆ | In addition, in limited circumstances, where it is appropriate that spouses attend business related functions, Signet reimburses NEOs for the travel expenses of spouses. None of this occurred during Fiscal 2022. |
◆ | The Company does not provide any tax gross-up payments for any perquisites other than for relocation payments where applicable, and in Fiscal 2022, relating to tax liability under Section 409A of the Internal Revenue Code for dividend payments that were inadvertently delayed by the Company. |
◆ | Also, as is customary in Israel and applicable to all Israeli employees, we provide our Israeli team members with a certain amount of monthly contributions equal to 8.33% of their base salary for the benefit of each team member’s study and training purposes. The amounts of such benefits provided to Mr. Edelman in Fiscal 2022 are specified in the Summary Compensation Table below. |
In addition, in limited circumstances, where it is appropriate that spouses attend business related functions, Signet reimburses NEOs for the travel expenses of spouses. The Company does not provide any tax gross-up payments for any perquisites other than for relocation payments where applicable.
Clawback Policy
The Compensation Committee has adopted a clawback policyClawback Policy that provides that in the event of a material restatement of the Company’s financial results, the Compensation Committee will recalculate incentive compensation based on the restated results. In the event of an overpayment, the Company may seek to recover the difference. Similarly, in the interest of fairness, should a restatement result in an under payment of incentive compensation, the Company will make up any difference.
The Company will be subject to any SEC or NYSE rules on clawbacks and that such rules will apply in lieu of the Company’s policy to the extent they are inconsistent. The Company will continue to monitor the rule proposal relating to the clawback of incentive compensation and proposed updates the Claw Back Policy will be presented to the Human Capital Management & Compensation Committee once the rules are final.
Share Ownership Policy
It is the Company’s policy that executive officers build a holding of Common Shares. The guidelines for these holdings for the NEOs are currently as follows:
◆ | Five times annual base salary: CEO |
◆ | Three times annual base salary: All other NEOs |
SIGNET JEWELERS | 54 | 2022 PROXY STATEMENT |
COMPENSATION DISCUSSION AND ANALYSIS
Five times annual base salary: CEO
Anti-Hedging and Pledging Policies
It is the Company’s policy to strictly prohibit all types of hedging and monetization transactions that would allow an officer, Director or employeeother team members who is a security holder to engage in transactions that would separate the risks and rewards of ownership of Company securities from actual ownership of those securities. In addition, the Company strictly prohibits any pledging or holding of Company shares in a margin account by any officer, Director or employeeother team members of the Company
Health & Welfare
NEOs participate in various health and welfare programs, as well as life insurance and long-term disability plans, which are generally available to other executive officers of the Company.
Agreements with NEOs
Each NEO other than Ms. Santana, has a termination protection agreement with the Company, (or in Mr. Edelman’s case, an employment agreement) setting forth the terms of the NEO’s employment with the Company. The principal terms of the termination protectionthese agreements are described under the “NEO Agreements” section of this Proxy Statement.
On March 15, 2022, the Company entered into amended and restated Termination Protection Agreements
Termination for Cause and Violation of Non-Compete and Non-Solicitation Covenants
◆ | PSUs and RSUs will not vest if termination for cause occurs before the conclusion of the performance or vesting period. |
◆ | All NEO termination protection agreements contain a non-competition covenant that has a 12-month post-employment term, as well as a non-solicitation covenant that has a post-employment term between 12 months and two years. |
◆ | Violation of the non-compete or non-solicitation covenants will result in cessation of severance payments, potential litigation and the Company’s ability to seek injunctive relief and damages. |
◆ | For more information concerning the NEO termination protection agreements and employment agreement, see “NEO Agreements” below. |
In general, Section 162(m) of the Internal Revenue Code (“Section 162(m)”) denies a federal income tax deduction to the Company for compensation in excess of $1 million per year paid to certain employeesteam members (the “Covered Employees”). Prior to 2018, Section 162(m) included an exception from the deduction limitation for “qualified performance-based compensation,” however, the Tax Cuts and Jobs Act, enacted on December 22, 2017, eliminated the “qualified performance-based compensation” exception effective for tax years beginning after December 31, 2017. As a result, beginning in 2018, compensation paid to certain executive officers in excess of $1 million will generally be nondeductible, whether or not it is performance-based.
The Tax Cuts and Jobs Act includes a transition rule under which the changes to Section 162(m) described above will not apply to compensation payable pursuant to a written binding contract that was in effect on November 2, 2017 and is not materially modified after that date. To the extent applicable to the Company’s existing contracts and awards, the Compensation Committee may avail itself of this transition rule. However, because of uncertainties as to the application and interpretation of the transition rule, no assurances can be given at this time that existing contracts and awards, even if in place on November 2, 2017, will meet the requirements of the transition rule. Although the Compensation Committee has designed the executive compensation program with tax considerations in mind, the Compensation Committee retains the flexibility to authorize compensation that may not be deductible if the Committee believes doing so is in the best interests of the Company.
SIGNET JEWELERS | 55 | 2022 PROXY STATEMENT |
The Human Capital Management & Compensation Committee has reviewed and discussed with the Company’s management the Compensation Discussion and Analysis section of this Proxy Statement required by Item 402(b) of Regulation S-K. Based on this review and discussion, the Human Capital Management & Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Proxy Statement.
Members of the Human Capital Management & Compensation Committee:
Nancy Reardon (Chair)
R. Mark Graf
Jonathan Seiffer
Eugenia Ulasewicz
SIGNET JEWELERS | 56 | 2022 PROXY STATEMENT |
The following table sets forth the compensation during Fiscal 2020,2022, Fiscal 20192021 and Fiscal 2018,2020, as appropriate,applicable, paid to or earned by NEOs.
NEO & Position | Fiscal Year | Salary(1) | Bonus(2) | Stock Awards(3) | Non-Equity Incentive Plan Compensation(4) | All Other Compensation(5) | Total | ||||||||||||
Virginia C. Drosos | 2020 | $ | 1,500,000 | $ | — | $ | 4,720,479 | $ | 2,853,000 | $ | 148,791 | $ | 9,222,270 | ||||||
Chief Executive Officer | 2019 | $ | 1,500,000 | $ | — | $ | 5,919,666 | $ | 1,316,250 | $ | 160,387 | $ | 8,896,303 | ||||||
2018 | $ | 773,077 | $ | 1,500,000 | $ | 10,828,081 | $ | — | $ | 453,534 | $ | 13,554,692 | |||||||
Joan M. Hilson | 2020 | $ | 605,769 | $ | — | $ | 1,080,829 | $ | 665,700 | $ | 43,009 | $ | 2,395,307 | ||||||
Chief Financial Officer | |||||||||||||||||||
J. Lynn Dennison | 2020 | $ | 650,000 | $ | — | $ | 1,124,486 | $ | 618,150 | $ | 30,054 | $ | 2,422,690 | ||||||
Chief Legal & Strategy Officer | 2019 | $ | 641,538 | $ | — | $ | 705,341 | $ | 281,882 | $ | 41,502 | $ | 1,670,263 | ||||||
Mary Elizabeth Finn | 2020 | $ | 515,000 | $ | 132,392 | $ | 445,651 | $ | 489,765 | $ | 112,304 | $ | 1,695,112 | ||||||
Chief People Officer | 2019 | $ | 344,654 | $ | — | $ | 721,833 | $ | 225,956 | $ | 203,641 | $ | 1,496,084 | ||||||
Jamie L. Singleton | 2020 | $ | 545,192 | $ | 50,000 | $ | 475,985 | $ | 405,281 | $ | 33,414 | $ | 1,509,872 | ||||||
President - Kay, Zales and Peoples | |||||||||||||||||||
Michele Santana | 2020 | $ | 180,385 | $ | 150,000 | $ | — | $ | 665,700 | $ | 567,523 | $ | 1,563,608 | ||||||
Former Chief Financial Officer (6) | 2019 | $ | 700,000 | $ | — | $ | 1,183,885 | $ | 307,125 | $ | 46,692 | $ | 2,237,702 | ||||||
2018 | $ | 713,462 | $ | — | $ | 1,127,926 | $ | — | $ | 48,199 | $ | 1,889,587 |
NEO & Position | Fiscal Year | Salary(1)(2) | Bonus | Stock Awards(3)(4) | Non-Equity Incentive Plan Compensation(5) | All Other Compensation(6) | Total | ||||||||||||||||||||||||||||
Virginia C. Drosos Chief Executive Officer | 2022 | $ | 1,500,000 | $ | 0 | $ | 6,814,324 | $ | 4,500,000 | $ | 139,136 | $ | 12,953,460 | ||||||||||||||||||||||
2021 | $ | 1,368,359 | $ | 0 | $ | 6,145,991 | $ | 4,500,000 | $ | 170,244 | $ | 12,184,594 | |||||||||||||||||||||||
2020 | $ | 1,500,000 | $ | 0 | $ | 4,720,479 | $ | 2,853,000 | $ | 148,791 | $ | 9,222,270 | |||||||||||||||||||||||
Joan M. Hilson Chief Financial and Strategy Officer | 2022 | $ | 839,904 | $ | 0 | $ | 1,737,636 | $ | 1,679,808 | $ | 20,357 | $ | 4,277,705 | ||||||||||||||||||||||
2021 | $ | 699,735 | $ | 0 | $ | 1,333,671 | $ | 1,347,548 | $ | 10,782 | $ | 3,391,736 | |||||||||||||||||||||||
2020 | $ | 605,769 | $ | 0 | $ | 1,080,829 | $ | 665,700 | $ | 43,009 | $ | 2,395,307 | |||||||||||||||||||||||
Jamie L. Singleton President—Kay, Zales and Peoples and Chief Marketing Officer | 2022 | $ | 814,904 | $ | 0 | $ | 1,686,529 | $ | 1,629,808 | $ | 59,887 | $ | 4,191,128 | ||||||||||||||||||||||
2021 | $ | 664,929 | $ | 0 | $ | 1,290,647 | $ | 1,289,296 | $ | 115,579 | $ | 3,360,451 | |||||||||||||||||||||||
2020 | $ | 545,192 | $ | 50,000 | $ | 475,985 | $ | 405,281 | $ | 33,414 | $ | 1,509,872 | |||||||||||||||||||||||
Rebecca Wooters Chief Digital Officer | 2022 | $ | 650,000 | $ | 0 | $ | 738,167 | $ | 975,000 | $ | 9,240 | $ | 2,372,407 | ||||||||||||||||||||||
2021 | $ | 477,431 | $ | 0 | $ | 990,301 | $ | 975,000 | $ | 1,573 | $ | 2,444,305 | |||||||||||||||||||||||
Oded Edelman(7) President—James Allen and Chief Digital Innovation Officer | 2022 | $ | 585,806 | $ | 0 | $ | 653,005 | $ | 852,404 | $ | 130,712 | $ | 2,221,927 | ||||||||||||||||||||||
2021 | $ | 514,464 | $ | 0 | $ | 516,251 | $ | 787,500 | $ | 110,646 | $ | 1,928,861 | |||||||||||||||||||||||
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(1) | |
The amounts reflected in the table above |
(2) | Mss. Hilson and |
(3) | In accordance with FASB |
(4) | Details of the annual LTIP grants including changes in annual targets are detailed in the “CDA-Fiscal 2021 LTIP Grants.” Ms. Wooters fiscal 2021 stock award included a $350,000 grant made pursuant to her offer of employment. |
(5) | The amounts in the table above reflect the actual STIP awards |
(6) | |
The |
NEO | 401(k) Matching Contribution(a) | DCP Matching Contribution(a) | Health Care Reimbursements Related to Physical Exam | Life and Disability Insurance Premiums | Relocation Assistance(b) | Perquisites(c) | Total | ||||||||||||||||||||||||||||
Virginia C. Drosos | $ | 12,162 | $ | 117,692 | $ | 1,800 | $ | 7,482 | $ | — | $ | — | $ | 139,136 | |||||||||||||||||||||
Joan M. Hilson | $ | 8,873 | $ | — | $ | — | $ | 11,484 | $ | — | $ | — | $ | 20,357 | |||||||||||||||||||||
Jamie L. Singleton | $ | 8,873 | $ | — | $ | — | $ | 11,484 | $ | 39,530 | $ | — | $ | 59,887 | |||||||||||||||||||||
Rebecca Wooters | $ | 3,760 | $ | 2,000 | $ | — | $ | 3,480 | $ | — | $ | — | $ | 9,240 | |||||||||||||||||||||
Oded Edelman | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 130,712 | $ | 130,712 |
NEO | 401(k) Matching Contribution | DCP Matching Contribution | Health Care Reimbursements Related to Physical Exam | Life and Disability Insurance Premiums | Perquisites(a) | Severance Payments(b) | Total | ||||||||||||||
Virginia C. Drosos | $ | — | $ | 139,659 | $ | 1,650 | $ | 7,482 | $ | — | $ | — | $ | 148,791 | |||||||
Joan M. Hilson | $ | — | $ | — | $ | — | $ | 9,047 | $ | 33,962 | $ | — | $ | 43,009 | |||||||
J. Lynn Dennison | $ | 9,510 | $ | 14,094 | $ | — | $ | 6,450 | $ | — | $ | — | $ | 30,054 | |||||||
Mary Elizabeth Finn | $ | 1,783 | $ | 36,652 | $ | — | $ | 5,369 | $ | 68,500 | $ | — | $ | 112,304 | |||||||
Jamie L. Singleton | $ | 9,642 | $ | 18,394 | $ | — | $ | 5,378 | $ | — | $ | — | $ | 33,414 | |||||||
Michele Santana | $ | 7,110 | $ | 24,375 | $ | — | $ | 561 | $ | — | $ | 535,477 | $ | 567,523 |
(a) | 401(k) and DCP Company matches were suspended during a portion of Fiscal 2021. Reinstatement of Company matches for |
(b) | Amount reported for Ms. |
(c) | Amount reported for Mr. Edelman includes certain Israeli benefits, including employer contributions in Fiscal 2022 to Mr. Edelman’s pension fund ($36,009), education fund ($44,297), and severance fund ($50,406). |
(7) | Mr. Edelman’s primary work location is in Israel and the salary |
SIGNET JEWELERS | 57 | 2022 PROXY STATEMENT |
EXECUTIVE COMPENSATION TABLES
The table below provides the potential value of Fiscal 2020 performance-based restricted share units2022 PSUs at target (as included in the amounts reported in the Summary Compensation Table above) and maximum level of performance.
NEO | Potential Value at Target Level | Potential Value at Maximum Level | ||||
Virginia C. Drosos | $ | 2,871,568 | $ | 5,743,136 | ||
Joan M. Hilson | $ | 502,527 | $ | 1,005,054 | ||
J. Lynn Dennison | $ | 342,193 | $ | 684,386 | ||
Mary Elizabeth Finn | $ | 271,129 | $ | 542,258 | ||
Jamie L. Singleton | $ | 289,558 | $ | 579,116 | ||
Michele Santana(a) | $ | — | $ | — |
NEO | Potential Value at Target Level | Potential Value at Maximum Level | ||||||
Virginia C. Drosos | $ | 4,098,061 | $ | 8,196,121 | ||||
Joan M. Hilson | $ | 1,045,013 | $ | 2,090,026 | ||||
Jamie L. Singleton | $ | 1,014,248 | $ | 2,028,495 | ||||
Rebecca Wooters | $ | 443,934 | $ | 887,869 | ||||
Oded Edelman | $ | 392,709 | $ | 785,418 |
Set forth below is information concerning grants of plan-based awards made during Fiscal 2020.
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(5) | Estimated Future Payouts Under Equity Incentive Plan Awards(6) | All other Stock Awards: Number of Shares or Units | Grant Date Fair Value of Stock and Option Award(7) | |||||||||||||||
NEO | Grant Date | Target | Max | Threshold | Target | Max | ||||||||||||
Virginia C. Drosos | (1) | $ | 2,250,000 | $ | 4,500,000 | |||||||||||||
(2) | April 25, 2019 | 38,721 | 154,885 | 309,770 | 2,871,568 | |||||||||||||
(3) | April 25, 2019 | 83,397 | 1,848,911 | |||||||||||||||
Joan M. Hilson | (1) | $ | 525,000 | $ | 1,050,000 | |||||||||||||
(2) | April 25, 2019 | 6,776 | 27,105 | 54,210 | 502,527 | |||||||||||||
(3) | March 18, 2019 | 11,035 | 254,798 | |||||||||||||||
(3) | April 25, 2019 | 14,592 | 323,505 | |||||||||||||||
J. Lynn Dennison | (1) | $ | 487,500 | $ | 975,000 | |||||||||||||
(2) | April 25, 2019 | 4,614 | 18,457 | 36,914 | 342,193 | |||||||||||||
(3) | April 25, 2019 | 9,936 | 220,281 | |||||||||||||||
(4) | August 14, 2019 | 55,866 | 502,794 | |||||||||||||||
Mary Elizabeth Finn | (1) | $ | 386,250 | $ | 772,500 | |||||||||||||
(2) | April 25, 2019 | 3,656 | 14,624 | 29,248 | 271,129 | |||||||||||||
(3) | April 25, 2019 | 7,872 | 174,522 | |||||||||||||||
Jamie L. Singleton | (1) | $ | 412,500 | $ | 825,000 | |||||||||||||
(2) | April 25, 2019 | 3,905 | 15,618 | 31,236 | 289,558 | |||||||||||||
(3) | April 25, 2019 | 8,409 | 186,428 | |||||||||||||||
Michele Santana | 525,000 | $ | 1,050,000 |
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(4) | Estimated Future Payouts Under Equity Incentive Plan Awards(5) | All other Stock Awards: Number of Shares or Units | Grant Date Fair Value of Stock and Option | ||||||||||||||||||||||||||||||||||||||||||
NEO | Grant Date | Target | Max | Threshold | Target | Max | |||||||||||||||||||||||||||||||||||||||
Virginia C. Drosos | (1) |
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| (2) | March 22, 2021 |
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| $ | 4,098,061 | |||||||||||||||||||||||||||||
| (3) | March 22, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 54,347 | $ | 2,716,263 | |||||||||||||||||||||||||
Joan M. Hilson | (1) |
|
|
| $ | 850,000 | $ | 1,700,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||
| (2) | March 22, 2021 |
|
|
|
|
|
| 5,197 | 20,788 | 41,576 |
|
|
| $ | 1,045,013 | |||||||||||||||||||||||||||||
| (3) | March 22, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 13,858 | $ | 692,623 | |||||||||||||||||||||||||
Jamie L. Singleton | (1) |
|
|
| $ | 825,000 | $ | 1,650,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||
| (2) | March 22, 2021 |
|
|
|
|
|
| 5,044 | 20,176 | 40,352 |
|
|
| $ | 1,014,248 | |||||||||||||||||||||||||||||
| (3) | March 22, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 13,451 | $ | 672,281 | |||||||||||||||||||||||||
Rebecca Wooters | (1) |
|
|
| $ | 487,500 | $ | 975,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||
| (2) | March 22, 2021 |
|
|
|
|
|
| 2,208 | 8,831 | 17,662 |
|
|
| $ | 443,934 | |||||||||||||||||||||||||||||
| (3) | March 22, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5,887 | $ | 294,232 | |||||||||||||||||||||||||
Oded Edelman | (1) |
|
|
| $ | 431,250 | $ | 862,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||
| (2) | March 22, 2021 |
|
|
|
|
|
| 1,953 | 7,812 | 15,624 |
|
|
| $ | 392,709 | |||||||||||||||||||||||||||||
| (3) | March 22, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5,208 | $ | 260,296 |
(1) | Represents bonus opportunities under the |
(2) | Represents |
(3) | Represents time-based |
(4) | |
Performance must |
(5) | |
Payouts of equity incentive plan awards may range from 0 shares to the maximum as described above. At threshold, |
(6) | |
Represents the grant date fair value of each equity-based award as determined in accordance with FASB ASC Topic 718. The actual value received by the NEOs with respect to these awards may range from $0 to an amount greater than the reported amount, depending on the Company’s actual financial performance and share value when the shares are received. |
Stock Awards | |||||||||||||
NEO | Number of shares or units of stock that have not vested | Market value of shares or units that have not vested(1) | Equity Incentive Plan Awards: Number of unearned shares, units or other rights that have not vested | Equity Incentive Plan Awards: Market or payout value of unearned shares, units or other rights that have not vested(1) | |||||||||
Virginia C. Drosos | 11,466 | (2) | $ | 278,738 | 15,970 | (5) | $ | 388,231 | |||||
36,734 | (3) | $ | 893,004 | 25,583 | (6) | $ | 621,923 | ||||||
83,397 | (4) | $ | 2,027,381 | 309,770 | (7) | $ | 7,530,509 | ||||||
Joan M. Hilson | 11,035 | (8) | $ | 268,261 | 54,210 | (7) | $ | 1,317,845 | |||||
14,592 | (4) | $ | 354,732 | ||||||||||
J. Lynn Dennison | 1,115 | (9) | $ | 27,106 | 1,553 | (5) | $ | 37,753 | |||||
4,376 | (3) | $ | 106,381 | 3,048 | (6) | $ | 74,097 | ||||||
9,936 | (4) | $ | 241,544 | 36,914 | (7) | $ | 897,379 | ||||||
55,866 | (10) | $ | 1,358,102 | ||||||||||
Mary Elizabeth Finn | 3,147 | (11) | $ | 76,504 | 2,191 | (6) | $ | 53,263 | |||||
7,872 | (4) | $ | 191,368 | 29,248 | (7) | $ | 711,019 | ||||||
Jamie L. Singleton | 445 | (9) | $ | 10,818 | 621 | (5) | $ | 15,097 | |||||
2,158 | (3) | $ | 52,461 | 1,503 | (6) | $ | 36,538 | ||||||
5,000 | (12) | $ | 121,550 | 31,236 | (7) | $ | 759,347 | ||||||
8,409 | (4) | $ | 204,423 | ||||||||||
Michele Santana | 2,133 | (5)(13) | $ | 51,853 | |||||||||
2,118 | (6)(13) | $ | 51,489 |
SIGNET JEWELERS | 58 | 2022 PROXY STATEMENT |
EXECUTIVE COMPENSATION TABLES
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2022
Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||||
NEO | Number of securities underlying unexercised options (#) unexercisable | Option exercise price | Option expiration date | Number of shares or units of stock that have not vested | Market shares or have not | Equity Plan Awards: Number of shares, units or other rights not vested | Equity Incentive Plan Awards: that have | ||||||||||||||||||||||||||||
Virginia C. Drosos |
|
|
|
|
|
|
|
|
| 27,799 | (2) | $ | 2,375,147 | 154,885 | (5) | $ | 26,466,749 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
| 288,150 | (3) | $ | 24,619,536 | 250,803 | (6) | $ | 37,500,065 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
| 54,347 | (4) | $ | 4,643,408 | 81,521 | (7) | $ | 13,930,308 | ||||||||||||||||||
Joan M. Hilson |
|
|
|
|
|
|
|
|
| 4,864 | (2) | $ | 415,580 | 27,105 | (5) | $ | 4,631,702 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
| 3,679 | (8) | $ | $314,334 | 54,424 | (6) | $ | 8,137,476 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
| 62,528 | (3) | $ | 5,342,392 | 20,788 | (7) | $ | 3,552,253 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
| 13,858 | (4) | $ | 1,184,028 |
|
|
|
|
|
| ||||||||||||||||
Jamie L. Singleton | 6,000 | (9) | $ | 39.72 | April 25, 2028 |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||
|
|
|
|
|
|
|
|
|
| 2,803 | (2) | $ | 239,488 | 15,618 | (5) | $ | 2,668,804 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
| 60,510 | (3) | $ | 5,169,974 | 52,669 | (6) | $ | 7,875,069 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
| 13,451 | (4) | $ | 1,149,253 | 20,176 | (7) | $ | 3,447,675 | ||||||||||||||||||
Rebecca Wooters |
|
|
|
|
|
|
|
|
| 31,596 | (10) | $ | 2,699,562 | 28,692 | (6) | $ | 4,290,028 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
| 32,964 | (3) | $ | 2,816,444 | 8,831 | (7) | $ | 1,509,041 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
| 5,887 | (4) | $ | 502,985 |
|
|
|
|
|
| ||||||||||||||||
Oded Edelman |
|
|
|
|
|
|
|
|
| 1,945 | (2) | $ | 166,181 | 10,842 | (5) | $ | 1,852,681 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
| 24,204 | (3) | $ | 2,067,990 | 21,067 | (6) | $ | 3,149,938 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
| 5,208 | (4) | $ | 444,972 | 7,812 | (7) | $ | 1,334,915 |
(1) | Calculated using the closing market price of the Company’s Common Shares on |
(2) | The grant date for this RSA award was |
(3) | The grant date for this RSU award was April |
(4) | The grant date for this |
(5) | |
The grant date for this PSU award was |
(6) | |
The grant date for this PSU award was |
(7) | The grant date for this PSU award was March 22, 2021. The Human Capital Management and Compensation Committee will determine the extent to which this grant may be earned after the two year performance period, which ends on January 28, 2023, and the award will vest and payout following an additional year of service on February 3, 2024. Amount reported reflects payout at maximum, which was 200% for such grant. |
(8) | The grant date for this RSU award was March 18, 2019. One third of this grant vests on each of the first, second and third anniversary of the grant date. As of |
(9) | |
The grant date for this stock option award was April 25, 2018. 100% of |
(10) | The grant date for this RSU award was |
SIGNET JEWELERS | 59 | 2022 PROXY STATEMENT |
The table below shows the number and value of share options exercised and shares vested (or settled) for the NEOs in Fiscal 2020.
Stock Awards | |||||
NEO | Number of shares acquired on vesting | Value realized on vesting(1) | |||
Virginia C. Drosos | 70,773 | $ | 1,736,195 | ||
Joan M. Hilson | — | $ | — | ||
J. Lynn Dennison | 3,870 | $ | 98,427 | ||
Mary Elizabeth Finn | 1,573 | $ | 31,067 | ||
Jamie L. Singleton | 2,785 | $ | 56,129 | ||
Michele Santana | 7,127 | $ | 181,957 |
Stock Awards | ||||||||||
NEO | Number of shares acquired on vesting | Value realized on vesting(1) | ||||||||
Virginia C. Drosos | 190,241 | $ | 12,079,875 | |||||||
Joan M. Hilson | 39,806 | $ | 2,513,165 | |||||||
Jamie L. Singleton | 37,137 | $ | 2,405,795 | |||||||
Rebecca Wooters | 32,279 | $ | 2,041,641 | |||||||
Oded Edelman | 14,047 | $ | 887,172 |
(1) | Represents the value realized upon vesting of shares, based on the market value of the shares on the vesting date and the dividends accrued thereon. |
The Company maintains a Deferred Compensation Plan (the “DCP”(“DCP”), which is an unfunded, non-qualified plan under Federal guidelines,guideline, established for senior management to assist with pre-tax retirement savings in addition to the 401(k) Plan. The Company provideshas provided a discretionary 50% matching contribution under the DCP for each participant’s annual deferral, up to 10%8% of the participant’s annual eligible compensation. The Company matching contribution was suspended during the COVID-19 pandemic, but was reinstated in January 2021 and was in place for all of Fiscal 2022. Although the DCP also permits additional employer discretionary contributions, the Company did not make any additional discretionary contribution in Fiscal 2020.
NEO | Executive contributions in last fiscal year(1) | Registrant contribution in last fiscal year(2) | Aggregate earnings in last fiscal year(3) | Aggregate withdrawals/ distributions in last fiscal year(4) | Aggregate balance at last fiscal year end(5) | |||||||||||
Virginia C. Drosos | $ | 279,318 | $ | 139,659 | $ | 27,009 | $ | (6,125 | ) | $ | 987,861 | |||||
Joan M. Hilson | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||
J. Lynn Dennison | $ | 211,411 | $ | 14,094 | $ | 69,366 | $ | (261,307 | ) | $ | 2,586,216 | |||||
Mary Elizabeth Finn | $ | 73,303 | $ | 36,652 | $ | (782 | ) | $ | (708 | ) | $ | 156,668 | ||||
Jamie L. Singleton | $ | 36,787 | $ | 18,394 | $ | 4,825 | $ | (746 | ) | $ | 175,884 | |||||
Michele Santana | $ | 171,601 | $ | 24,375 | $ | 29,192 | $ | (1,429,607 | ) | $ | — |
NEO | Executive contributions in last fiscal year(1) | Registrant contribution in last fiscal year(2) | Aggregate earnings in last fiscal year(3) | Aggregate withdrawals/ distributions in last fiscal year(4) | Aggregate balance at last fiscal year end(5) | ||||||||||||||||||||
Virginia C. Drosos | $ | 415,385 | $ | 207,692 | $ | (38,324 | ) | $ | (8,776 | ) | $ | 1,975,780 | |||||||||||||
Joan M. Hilson | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||
Jamie L. Singleton | $ | — | $ | — | $ | 3,511 | $ | (55,807 | ) | $ | 168,787 | ||||||||||||||
Rebecca Wooters | $ | 4,000 | $ | 2,000 | $ | (172 | ) | $ | — | $ | 5,829 | ||||||||||||||
Oded Edelman | $ | — | $ | — | $ | — | $ | — | $ | — |
(1) | |
| All NEO contributions are reflected in their “Salary” or |
(2) | |
All registrant contributions reflect the Company match |
(3) | |
Aggregate earnings represent interest credited to each executive’s account based |
(4) | |
| In Fiscal |
(5) | |
The aggregate balance reported as of |
NEO | Aggregate balance reported in Summary Compensation Table in prior years | ||||
Virginia C. Drosos | $ | 1,340,046 | |||
Joan M. Hilson | $ | — | |||
Jamie L. Singleton | $ | 95,709 | |||
Rebecca Wooters | $ | — | |||
Oded Edelman | $ | — |
SIGNET JEWELERS | 60 | 2022 PROXY STATEMENT |
NEO | Aggregate balance reported in Summary Compensation Table in prior years | ||
Virginia C. Drosos | $ | 536,538 | |
Joan M. Hilson | $ | — | |
J. Lynn Dennison | $ | 453,231 | |
Mary Elizabeth Finn | $ | 47,808 | |
Jamie L. Singleton | $ | — | |
Michele Santana | $ | — |
This section summarizes the details of each NEO’sthe termination protection agreement, other thanagreements with Ms. Santana,Drosos, Ms. Hilson, Ms. Singleton and Ms. Wooters, and the separationterms the employment agreement with Ms. Santana.Mr. Edelman, in each case that were in effect as of the end of Fiscal 2022. This section also details how certain terms under these agreements changed pursuant to the amended and restated termination protection agreements (or, in the case of Mr. Edelman, the amendment to his personal employment agreement) entered into on March 15, 2022. The actual salary paid during Fiscal 20202022 to each NEO is set forth in the Summary Compensation Table, and their current annual salary and maximum and target bonus opportunities are described in the CDA.
TERMINATION PROTECTION AGREEMENTS
Each of the NEOs, other than Ms. Santana,Mr. Edelman, are party to a termination protection agreement with a U.S.US subsidiary of the Company that governs terminations of employment and certain material terms of such NEO’s employment.
CEO Termination Protection Agreement
Ms. Drosos’s termination protection agreement has an initial term of three years, effective fromautomatically renews for one-year periods on August 1 2017, and thereafter shall automatically renew for one-year periods,of each year, unless either party provides notice of non-renewal at least six months prior to the end of the then-current term. Ms. Drosos’s employment shall continue until terminated by the Company at any time, by Ms. Drosos with at least 90 days’ notice, by either party upon notice of non-renewal of the agreement as described above, or upon Ms. Drosos’s death or termination for “cause,” which terminations may be effective immediately.
Ms. Drosos ishad been entitled to the following severance payments, subject to the execution and non-revocation of a release of claims, (a) if she iswas terminated by the Company without “cause” or (b) in the event the Company electselected not to renew the termination protection agreement at the end of any term:
◆ | payment of the sum of base salary and target annual bonus for twelve months following the date of termination; |
◆ | a lump sum amount equal to the annual bonus Ms. Drosos would have otherwise received for the fiscal year in which such termination occurs, based on actual performance and pro-rated for the number of days employed during such fiscal year; |
◆ | in respect of each then-ongoing award under the Company’s LTIP as of the date of termination, (a) with respect to awards that vest in whole or in part based on performance, at the end of each completed performance cycle for each such award, vesting calculated based on actual performance during the full performance cycle, prorated based on the number of calendar days that have elapsed since the beginning of the applicable performance cycle through the date of termination, payable in accordance with the LTIP, and (b) with respect to awards that vest solely based on provision of services, vesting calculated based on the award the executive otherwise would have received for the vesting cycle, prorated based on the number of calendar days that have elapsed since the beginning of the applicable vesting cycle through the date of termination, payable in accordance with the LTIP; and |
◆ | if Ms. Drosos elects coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), a cash payment equal to the employer contribution to the premium payment for actively employed senior executives, payable monthly for twelve months or until such earlier termination of COBRA coverage. |
Ms. Drosos would have otherwise received for the fiscal year in which such termination occurs, based on actual performance and pro-rated for the number of days employed during such fiscal year;
◆ | one and one-half times (1.5x) the sum of base salary and target annual bonus, payable in a lump sum; |
◆ | a lump sum amount equal to the annual bonus Ms. Drosos would have otherwise received for the fiscal year in which such termination occurs, based on actual performance and pro-rated for the number of days employed during such fiscal year; |
SIGNET JEWELERS | 61 | 2022 PROXY STATEMENT |
NEO AGREEMENTS
◆ | awards granted pursuant to the LTIP would |
◆ | if Ms. Drosos elects coverage under COBRA, a cash payment equal to the employer contribution to the premium payment for actively employed senior executives, payable monthly for eighteen months or until such earlier termination of COBRA coverage. |
Highlights of the LTIPchanges under Ms. Drosos’ amended and applicable awardrestated termination protection agreement as discussed in the section “Termination Payments - Change of Control” included in this Proxy Statement; and
◆ | Under the prior agreement, the provision governing Ms. Drosos’ termination of employment for ”good reason” within one year following a change of control, in combination with the terms of her equity awards granted under the LTIP, did not provide for treatment of such awards that was consistent with the treatment of such awards under other termination conditions. As presented in the payout table, there would have been no payout for any PSUs or RSUs under this scenario. The amended and restated termination protection agreement now provides that in the event Ms. Drosos resigns for good reason within one year following a change of control, she will be entitled to the same payment that she would be entitled to receive upon a termination without cause within one year following a change of control, as described above. |
◆ | Severance multiples under the amended and restated termination protection agreement were increased to better align Ms. Drosos’ compensation with the chief executive officer compensation of the Company’s peer group and be more market competitive. For involuntary termination, the multiple was increased from one times (1x) the sum of base salary and target annual bonus for twelve months following the date of termination to one and one-half times (1.5x) the sum of base salary and target annual bonus. |
◆ | The retirement definition was harmonized to be the attainment of age 60 and five years of service across all compensation and retirement benefit programs prospectively for all employees, including the amended and restated termination protection agreement, which also provides for payment of a pro-rated target annual bonus in the event of retirement. The amended and restated termination protection agreement also reduces the minimum employment periods for LTIP award payouts resulting from termination due to retirement, death and disability. Ms. Drosos (or her estate, in the event of death) will be eligible to receive outstanding awards that remain subject to vesting under the LTIP upon retirement, death or disability to the extent such event occurs at least six months, rather than one year, from the grant date. In addition, the amended and restated termination protection agreement provides for continued vesting and payout of an LTIP award post-retirement such that the full amount is earned (rather than a pro-rated amount), subject to actual performance achievement for performance-based awards. The change to the retirement definition will not impact current unvested or unexercised awards. Both the 401(k) and deferred compensation programs will provide full vesting for those meeting the harmonized retirement definition, prospectively. |
Other NEO Termination Protection Agreements
The amended and restated termination protection agreements with our other NEOs, other than Ms. Santana, each NEO’s employment will continue until the agreement is terminated by the Company at any time by notifying the NEO in writinghave been harmonized to include a 90-day notice of resignation or by the NEO at any time upon at least 360 days’ advance written notice (90 days for Ms. Hilson), other than upon the NEO’s death or upon a termination for “cause,” which terminations may be effective immediately.
The termination protection agreements provide for compensation, including, (i) an annual base salary, (ii) target and maximum annual bonus, (iii) eligibility to be considered annually for a long-term incentive plan payment, as determined in the sole discretion of the Human Capital Management & Compensation Committee and (iv) participation in benefit plans made available to senior executives of the Company.
The NEOs are each entitled to severance payments, subject to the execution and non-revocation of a release of claims, if the NEO is (i) terminated by the Company without “cause” or (ii) if the NEO resigns for “good reason” within one year following a “change of control” (as these terms are defined in the termination protection agreements). In the event of any such termination under the NEO will be entitled to:
◆ | continued payment of base salary for twelve months following the date of termination; |
◆ | a lump sum amount equal to the annual bonus the NEO would have otherwise received for the fiscal year in which such termination occurs, based on actual performance; |
SIGNET JEWELERS | 62 | 2022 PROXY STATEMENT |
NEO elects coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), a cash payment equal to the employer contribution to the premium payment for actively employed senior executives, payable monthly for twelve months or until such earlier termination of COBRA coverage.
◆ | in respect of each then-ongoing award under the Company’s LTIP as of the date of termination, (a) with respect to awards that vest in whole or in part based on performance, at the end of each completed performance cycle for each such award, vesting calculated based on actual performance during the full performance cycle, prorated based on the number of calendar days that have elapsed since the beginning of the applicable performance cycle through the date of termination, payable in accordance with the LTIP and (b) with respect to awards that vest solely based on provision of services, vesting calculated based on the award the executive otherwise would have received for the vesting cycle, prorated based on the number of calendar days that have elapsed since the beginning of the applicable vesting cycle through the date of termination, payable in accordance with the LTIP; and |
◆ | if the NEO elects coverage under COBRA, a cash payment equal to the employer contribution to the premium payment for actively employed senior executives, payable monthly for twelve months or until such earlier termination of COBRA coverage. |
Terms common to the CEO and other NEO Termination Protection Agreements
If an NEO’s employment is terminated by reason of death, other than Mr. Edelman, such NEO’s estate shall bewould have been entitled to:
◆ | continued payment of base salary for six months following the date of death; |
◆ | a lump sum amount equal to the annual bonus the NEO would have otherwise received for the fiscal year in which such termination occurs based on actual performance and prorated for the number of calendar days employed during such fiscal year; and |
◆ | in respect of each then-ongoing performance cycle under the LTIP as of the date of termination, (a) with respect to awards that vest in whole or in part based on performance, vesting based on target performance for the performance cycle and prorated for the number of calendar days employed during the performance cycle and (b) with respect to awards that vest solely based on the provision of services, vesting shall be pro-rated based on the number of calendar days employed during the vesting cycle. |
If an NEO’s employment iswas terminated by reason of disability, such NEO shall bewould have been entitled under termination protection agreements in effect as of the end of Fiscal 2022 to the annual bonus the NEO would have otherwise received for the fiscal year in which such termination occurs based on actual performance and prorated for the number of calendar days employed during such fiscal year, and LTIP awards will bewould have been paid in accordance with the terms of the applicable award agreement, as discussed in the section "Termination Payments - “Termination Payments—Change of Control"Control” included in this Proxy Statement.
Upon any termination of an NEO’s employment, the NEO will be entitled to accrued and unpaid benefits or obligations.
During employment and for a specified period thereafter, each NEO will be subject to confidentiality, non-solicitation and non-competition restrictions. Ms. Hilson, Ms. FinnSingleton and Ms. SingletonWooters are also subject to a non-disparagement and non-defamation restrictions in their agreements. In addition, the NEOs are required to meet certain share ownership levels, as set by the Board from time to time. The Company has agreed to provide the NEOs with coverage under a directors and officers liability insurance policy, at a level no less than that maintained for substantially all of the executive officers of the Company and the members of the Company’s Board.
Highlights of the changes under the amended and restated termination protection agreements for Ms. Hilson, Ms. Singleton and Ms. Wooters include:
◆ | The amended and restated termination protection agreements conform payments upon termination within one year following a change of control for good reason and without cause by eliminating pro-ration based on the portion of the vesting period for which the NEO was employed in the case of termination for good reason. |
◆ | The amended and restated termination protection agreements moderately increase cash severance multiples to be more consistent with market benchmarks. The applicable severance multiple for NEOs terminated without cause is now 1.5 times base salary, rather than 1.0 times base salary. The applicable severance multiple for NEOs terminated within one year following a change of control without cause or who resign for good reason within one year following a change of control will now be (i) 1.5 times the sum of such NEO’s base salary and target annual bonus (rather than 1.0 times base salary alone), plus (ii) the actual amount of the bonus payable in the year of |
SIGNET JEWELERS | 63 | 2022 PROXY STATEMENT |
NEO AGREEMENTS
termination pro-rated for the portion of the year during which such NEO was employed (rather than full target annual bonus of such NEO). |
◆ | The amended and restated termination protection agreements provide for the same changes with respect to retirement described above for Ms. Drosos’ amended and restated termination protection agreement. |
Oded Edelman Employment Agreement
Mr. Edelman entered into an employment agreement with R2Net Israel Ltd., a subsidiary of Signet,the Company. Mr. Edelman’s employment agreement became effective upon the closing of the R2Net Inc. acquisition on September 12, 2017.
Pursuant to the employment agreement, Mr. Edelman’s employment will continue until (i) his employment is terminated by the Company without cause upon twelve months’ notice, (ii) he resigns for any reason upon 30 days’ notice, (iii) his death or disability or (iv) immediately upon a termination of employment by R2Net Israel Ltd. for “cause.”
The employment agreement provides for compensation, including, (i) an annual base salary, (ii) target and maximum annual bonus, (iii) eligibility to be considered annually for a long-term incentive plan payment, as determined in the sole discretion of the Human Capital Management & Compensation Committee, and (iv) participation in benefit plans made available to senior executives of the Company. According to the employment agreement, Mr. Edelman is also entitled to social benefit arrangements including a pension arrangement, severance arrangement and study fund, as well as sick leave, recreation pay, vacation and travel allowance benefits.
In connection with entering into the employment agreement, Mr. Edelman entered into a separation agreement with Ms. Santana (the “Separation Agreement”) in connection with her separation from service as Chief Financial Officer of Signet. On March 13, 2019, Sterling entered into a side letter to the Separation Agreement with Ms. Santana (the “Side Letter”).Confidential Information, Non-Compete and Invention Assignment Agreement. Pursuant to the Separation
Upon termination of Mr. Edelman’s employment described above, Mr. Edelman (or his estate) may receive pay in lieu of notice for the periods set forth above (but in case of death or disability, the pay in lieu of notice prior to the amendment to his employment agreement would have been one month). If R2Net Israel Ltd. terminates Mr. Edelman’s employment without cause, and he is required to provide services to Signet on an as-needed basis, as reasonably requested by Signet. Signet agreed to pay Ms. Santana a fee of $125,000 in the aggregate during the Consulting Period, which were paid in two equal installments withnotice periods, he is eligible to receive salary, social benefits, and any bonuses or other incentive compensation during the first installment paid on May 31, 2019 and the second installment paidnotice period. However, if R2Net Israel Ltd. elects to terminate Mr. Edelman’s employment at the end of the Consulting Period, which was subject to Ms. Santana’s execution of a release of claims against Signet, its affiliates and related parties.
Under the endamendment to Mr. Edelman’s employment agreement entered into March 15, 2022, Mr. Edelman would now be entitled to the following additional severance payments upon the occurrence of the 24-month period. Mrs. Santana will also be subject to ongoing confidentiality restrictions, cooperation requirements and non-disparagement restrictions. Signet has also agreed to instruct its named executive officers, the successor Chief Financial Officer and the Board not to disparage Ms. Santana. The Separation Agreement contains other customary provisions.applicable termination event:
◆ | twelve months’ notice (or payment of salary and employer contributions of certain benefits under Israeli law in lieu thereof) upon a resignation for good reason following a change of control, which is the same treatment as provided in the event of a termination without cause; |
◆ | the actual amount of the bonus payable in the year of termination pro-rated for the portion of the year during which Mr. Edelman was employed upon each type of termination other than a resignation without good reason; |
◆ | six months’ salary upon death; |
SIGNET JEWELERS | 64 | 2022 PROXY STATEMENT |
NEO AGREEMENTS
◆ | pro-rated vesting of LTIP awards for the portion of the year during which Mr. Edelman was employed, based on actual achievement with respect to performance-based awards, upon a termination without cause that is outside of one year following a change of control; and |
◆ | vesting of LTIP awards upon a resignation for good reason following a change of control in the same manner described above under “CEO Termination Protection Agreement”. |
SIGNET JEWELERS | 65 | 2022 PROXY STATEMENT |
Each of the currently-employed NEOs is party to a termination protection agreement (described in the prior section) or other arrangement with the Company that may entitle him or herthem to payments or benefits in the event of:
◆ | Involuntary termination of employment without cause; |
◆ | Termination due to death; |
◆ | Termination due to disability; |
◆ | Voluntary termination with good reason within one year following a change of control; and |
◆ | Involuntary termination without cause following a change of control. |
The key terms of those payments or benefits are described in the prior section, “NEO Agreements - Agreements—Termination Protection Agreements.Agreements” and “NEO Agreements—Employment Agreement.” Below is a description of the treatment of equity awards under the Omnibus Plan and applicable award agreements following a change in control or certain termination events.
Change of Control
Under the Omnibus Plan and award agreements, in the event of a corporate event or transaction involving the Company, a subsidiary and/or an affiliate, equity awards will be adjusted in such manner as the Human Capital Management & Compensation Committee shall determine. Under the terms of the Omnibus Plan, if a change of control occurs, unless otherwise prohibited by applicable law, or unless the Human Capital Management & Compensation Committee determines otherwise in an award agreement, the Human Capital Management & Committee may (but is not required to) make adjustments in the terms of outstanding awards, such as: (i) continuation or assumption by the surviving company or its parent; (ii) substitution by the surviving company or its parent of awards with substantially the same terms; (iii) accelerated exercisability, vesting and/or lapse of restrictions immediately prior to the occurrence of such event; (iv) upon written notice, provision for mandatory exercise of any outstanding awards, to the extent then exercisable, during a certain period (contingent on the consummation of the change of control) at the end of which the awards terminate; and (v) cancellation of all or any portion for fair value (as determined by the Human Capital Management & Compensation Committee). While it is the Human Capital Management & Compensation Committee’s intention in the event of a change of control to make adjustments in the terms of outstanding awards in accordance with (i) and (ii) above, as the Human Capital Management & Compensation Committee is unable to predict the exact circumstance of any change of control, it is considered prudent to reserve the discretion of considering alternatives (iii), (iv) and (v).
Based on award agreements for outstanding awards, if the awards are not assumed or substituted upon a change of control, restricted sharesthe RSUs will each fully vest and performance unitsthe PSUs will vest on a proratedpro-rated basis, based on the number of calendar days that have elapsed during the performance period through the change of control and based on actual performance to the time of the change of control compared to pro-rated performance targets. If awards are assumed or substituted upon a change of control, the restricted sharesRSUs will each continue to vest in accordance with their existing vesting schedule and performance unitsthe PSUs will be converted to time-based vesting units with a value equal to the value of the units that would have vested at the time of the change of control if the awards were not assumed or substituted, and such remaining award shall be subject to time-based vesting for the original performance period. Following the change of control, such modified awards will be subject to full vesting upon a termination without cause within one year, and pro rata vesting upon a termination due to death, disability or retirement.year. The values shown in the table below assume the assumption or substitution of the awards upon a change in control.
Death or Disability
If any of the NEOs other than Mr. Edelman had died or become disabled during Fiscal 2020,2022, a pro rata portion of the unvested performance-based restricted share unitstime-based RSUs would have vested early, and time-based restricted sharesa pro rata portion of the unvested PSUs would have vested early based on target performance for such award. Mr. Edelman would have been entitled to the performance-based restricted share units.foregoing only if such awards were granted at least one year prior to his death. For death andtermination due to disability, a pro rata portion of the RSUs and PSUs would vest early, but only if such awards are subject to prior completion ofwere granted at least one year of service fromprior to the date of grant and calculated based on calendar days of service (the NEOs are exempt from this one-year vesting requirement in the event of death per the terms of their termination protection agreements).date. The
SIGNET JEWELERS | 66 | 2022 PROXY STATEMENT |
TERMINATION PAYMENTS
value of early vesting due to death and disability is shown in the Termination Payments table below. See the discussion of Agreements with NEOs above for additional information concerning death and disability benefits available to the NEOs.
Retirement
If any of the NEOs had retired during Fiscal 20202022 and had been of retirement age (which iswas 65 for all NEOs)NEOs, except for Mr. Edelman, whose retirement age was 60), a pro rata portion of the time-based restricted sharesRSUs would vest on the retirement date, and a pro-rated portion of the performance-based restricted share unitsPSUs would be eligible to vest at the end of the applicable performance period based on actual performance. Pro rata awards are subject to prior completion of one year of service from the date of grant and are calculated based on calendar days of service. None of the NEOs were of retirement age as of the last day of Fiscal 2020.
The below estimated values have been calculated on the basis that the NEO’s employment had been terminated as of January 31, 2020,29, 2022, the last business day of Fiscal 2020,2022, using an NYSE closing market price of $85.44 as of January 28, 2022 (since January 29 was a Saturday). As a result, the amounts below may differ compared to the amount that date ($24.31).
NEO | Involuntary termination without cause (1)(2)(3) | Death (4) | Disability (4) | Voluntary termination with good reason within one year following a change of control (1)(2) | Involuntary termination without cause following a change of control(1)(2)(5) | |||||||||||
Virginia C. Drosos | ||||||||||||||||
Cash severance: | ||||||||||||||||
Base salary | $ | 1,500,000 | $ | 750,000 | $ | — | $ | 2,250,000 | $ | 2,250,000 | ||||||
Bonus | $ | 5,103,000 | $ | 2,853,000 | $ | 2,853,000 | $ | 6,228,000 | $ | 6,228,000 | ||||||
Total cash severance | $ | 6,603,000 | $ | 3,603,000 | $ | 2,853,000 | $ | 8,478,000 | $ | 8,478,000 | ||||||
Long term incentives: | ||||||||||||||||
Accelerated vesting of performance-based restricted share units (6) | $ | 2,913,594 | $ | 4,466,566 | $ | 1,658,509 | $ | 2,913,594 | $ | 2,913,594 | ||||||
Accelerated vesting of time-based restricted shares (7) | $ | 1,007,603 | $ | 1,007,603 | $ | 485,483 | $ | 1,007,603 | $ | 3,199,123 | ||||||
Total value of long term incentives | $ | 3,921,197 | $ | 5,474,169 | $ | 2,143,992 | $ | 3,921,197 | $ | 6,112,717 | ||||||
Benefits and perquisites | $ | 20,263 | $ | — | $ | — | $ | 30,395 | $ | 30,395 | ||||||
Total | $ | 10,544,460 | $ | 9,077,169 | $ | 4,996,992 | $ | 12,429,592 | $ | 14,621,112 | ||||||
Joan M. Hilson | ||||||||||||||||
Cash severance: | ||||||||||||||||
Base salary | $ | 700,000 | $ | 350,000 | $ | — | $ | 700,000 | $ | 700,000 | ||||||
Bonus | $ | 665,700 | $ | 665,700 | $ | 665,700 | $ | 665,700 | $ | 665,700 | ||||||
Total cash severance | $ | 1,365,700 | $ | 1,015,700 | $ | 665,700 | $ | 1,365,700 | $ | 1,365,700 | ||||||
Long term incentives: | ||||||||||||||||
Accelerated vesting of performance-based restricted share units (6) | $ | 219,641 | $ | 219,641 | $ | — | $ | 219,641 | $ | 219,641 | ||||||
Accelerated vesting of time-based restricted shares (7) | $ | 169,752 | $ | 169,752 | $ | — | $ | 169,752 | $ | 622,993 | ||||||
Total value of long term incentives | $ | 389,393 | $ | 389,393 | $ | — | $ | 389,393 | $ | 842,634 | ||||||
Benefits and perquisites | $ | 20,263 | $ | — | $ | — | $ | 20,263 | $ | 20,263 | ||||||
Total | $ | 1,775,356 | $ | 1,405,093 | $ | 665,700 | $ | 1,775,356 | $ | 2,228,597 | ||||||
J. Lynn Dennison | ||||||||||||||||
Cash severance: | ||||||||||||||||
Base salary | $ | 650,000 | $ | 325,000 | $ | — | $ | 650,000 | $ | 650,000 | ||||||
Bonus | $ | 618,150 | $ | 618,150 | $ | 618,150 | $ | 618,150 | $ | 618,150 | ||||||
Total cash severance | $ | 1,268,150 | $ | 943,150 | $ | 618,150 | $ | 1,268,150 | $ | 1,268,150 | ||||||
Long term incentives: | ||||||||||||||||
Accelerated vesting of performance-based restricted share units (6) | $ | 347,204 | $ | 498,266 | $ | 197,640 | $ | 347,204 | $ | 347,204 | ||||||
Accelerated vesting of time-based restricted shares (7) | $ | 435,096 | $ | 435,096 | $ | 54,760 | $ | 435,096 | $ | 1,733,133 | ||||||
Total value of long term incentives | $ | 782,300 | $ | 933,362 | $ | 252,400 | $ | 782,300 | $ | 2,080,337 | ||||||
Benefits and perquisites | $ | 20,263 | $ | — | $ | — | $ | 20,263 | $ | 20,263 | ||||||
Total | $ | 2,070,713 | $ | 1,876,512 | $ | 870,550 | $ | 2,070,713 | $ | 3,368,750 |
NEO | Involuntary termination without cause (1)(2)(3) | Death (4) | Disability (4) | Voluntary termination with good reason within one year following a change of control(1)(2) | Involuntary termination without cause following a change of control(1)(2)(5) | |||||||||||
Mary Elizabeth Finn | ||||||||||||||||
Cash severance: | ||||||||||||||||
Base salary | $ | 515,000 | $ | 257,500 | $ | — | $ | 515,000 | $ | 515,000 | ||||||
Bonus | $ | 489,765 | $ | 489,765 | $ | 489,765 | $ | 489,765 | $ | 489,765 | ||||||
Total cash severance | $ | 1,004,765 | $ | 747,265 | $ | 489,765 | $ | 1,004,765 | $ | 1,004,765 | ||||||
Long term incentives: | ||||||||||||||||
Accelerated vesting of performance-based restricted share units (6) | $ | 260,555 | $ | 260,555 | $ | 142,051 | $ | 260,555 | $ | 260,555 | ||||||
Accelerated vesting of time-based restricted shares (7) | $ | 73,493 | $ | 73,493 | $ | 24,209 | $ | 73,493 | $ | 267,872 | ||||||
Total value of long term incentives | $ | 334,048 | $ | 334,048 | $ | 166,260 | $ | 334,048 | $ | 528,427 | ||||||
Benefits and perquisites | $ | 20,263 | $ | — | $ | — | $ | 20,263 | $ | 20,263 | ||||||
Total | $ | 1,359,076 | $ | 1,081,313 | $ | 656,025 | $ | 1,359,076 | $ | 1,553,455 | ||||||
Jamie L. Singleton | ||||||||||||||||
Cash severance: | ||||||||||||||||
Base salary | $ | 550,000 | $ | 275,000 | $ | — | $ | 550,000 | $ | 550,000 | ||||||
Bonus | $ | 405,281 | $ | 405,281 | $ | 405,281 | $ | 405,281 | $ | 405,281 | ||||||
Total cash severance | $ | 955,281 | $ | 680,281 | $ | 405,281 | $ | 955,281 | $ | 955,281 | ||||||
Long term incentives: | ||||||||||||||||
Accelerated vesting of performance-based restricted share units (6) | $ | 223,992 | $ | 284,378 | $ | 97,434 | $ | 223,992 | $ | 223,992 | ||||||
Accelerated vesting of time-based restricted shares (7) | $ | 79,187 | $ | 79,187 | $ | 26,541 | $ | 79,187 | $ | 389,252 | ||||||
Total value of long term incentives | $ | 303,179 | $ | 363,565 | $ | 123,975 | $ | 303,179 | $ | 613,244 | ||||||
Benefits and perquisites | $ | 20,263 | $ | — | $ | — | $ | 20,263 | $ | 20,263 | ||||||
Total | $ | 1,278,723 | $ | 1,043,846 | $ | 529,256 | $ | 1,278,723 | $ | 1,588,788 | ||||||
Michele Santana(8) | ||||||||||||||||
Cash severance: | ||||||||||||||||
Base salary | $ | 700,000 | $ | — | $ | — | $ | — | $ | — | ||||||
Bonus | $ | 665,700 | $ | — | $ | — | $ | — | $ | — | ||||||
Total cash severance | $ | 1,365,700 | $ | — | $ | — | $ | — | $ | — | ||||||
Long term incentives: | ||||||||||||||||
Accelerated vesting of performance-based restricted share units (6) | $ | 205,383 | $ | — | $ | — | $ | — | $ | — | ||||||
Accelerated vesting of time-based restricted shares (7) | $ | 4,293 | $ | — | $ | — | $ | — | $ | — | ||||||
Total value of long term incentives | $ | 209,676 | $ | — | $ | — | $ | — | $ | — | ||||||
Benefits and perquisites | $ | 23,937 | $ | — | $ | — | $ | — | $ | — | ||||||
Total | $ | 1,599,313 | $ | — | $ | — | $ | — | $ | — |
NEO | Involuntary termination without cause(1)(2)(3) | Death(4) | Disability(4) | Voluntary with good within one following a | Involuntary termination cause a change of | |||||||||||||||||
Virginia C. Drosos | ||||||||||||||||||||||
Cash severance: | ||||||||||||||||||||||
Base salary | $ | 1,500,000 | $ | 750,000 | $ | — | $ | 2,250,000 | $ | 2,250,000 | ||||||||||||
Bonus(6) | $ | 6,750,000 | $ | 4,500,000 | $ | 4,500,000 | $ | 7,875,000 | $ | 7,875,000 | ||||||||||||
Total cash severance | $ | 8,250,000 | $ | 5,250,000 | $ | 4,500,000 | $ | 10,125,000 | $ | 10,125,000 | ||||||||||||
Long term incentives: | ||||||||||||||||||||||
Accelerated vesting of performance-based restricted stock units(7) | $ | 46,789,892 | $ | 22,699,982 | $ | 22,699,982 | $ | — | $ | 77,897,122 | ||||||||||||
Accelerated vesting of time-based equity awards(8) | $ | 12,573,863 | $ | 11,238,009 | $ | 11,238,009 | $ | — | $ | 31,638,090 | ||||||||||||
Total value of long term incentives | $ | 59,363,755 | $ | 33,937,991 | $ | 33,937,991 | $ | — | $ | 109,535,212 | ||||||||||||
Benefits and perquisites | $ | 9,755 | $ | — | $ | — | $ | 14,633 | $ | 14,633 | ||||||||||||
Total | $ | 67,623,510 | $ | 39,187,991 | $ | 38,437,991 | $ | 10,139,633 | $ | 119,674,845 |
SIGNET JEWELERS | 67 | 2022 PROXY STATEMENT |
TERMINATION PAYMENTS
NEO | Involuntary termination without cause(1)(2)(3) | Death(4) | Disability(4) | Voluntary with good within one following a | Involuntary termination cause a change of | |||||||||||||||||
Joan M. Hilson | ||||||||||||||||||||||
Cash severance: | ||||||||||||||||||||||
Base salary | $ | 850,000 | $ | 425,000 | $ | — | $ | 850,000 | $ | 850,000 | ||||||||||||
Bonus(6) | $ | 1,700,000 | $ | 1,700,000 | $ | 1,700,000 | $ | 1,700,000 | $ | 1,700,000 | ||||||||||||
Total cash severance | $ | 2,550,000 | $ | 2,125,000 | $ | 1,700,000 | $ | 2,550,000 | $ | 2,550,000 | ||||||||||||
Long term incentives: | ||||||||||||||||||||||
Accelerated vesting of performance-based restricted stock units(7) | $ | 9,278,349 | $ | 4,412,223 | $ | 4,412,223 | $ | 9,278,349 | $ | 16,321,432 | ||||||||||||
Accelerated vesting of time-based equity awards(8) | $ | 2,702,467 | $ | 2,361,818 | $ | 2,361,818 | $ | 2,702,467 | $ | 6,942,000 | ||||||||||||
Total value of long term incentives | $ | 11,980,816 | $ | 6,774,041 | $ | 6,774,041 | $ | 11,980,816 | $ | 23,263,432 | ||||||||||||
Benefits and perquisites | $ | 9,755 | $ | — | $ | — | $ | 9,755 | $ | 9,755 | ||||||||||||
Total | $ | 14,540,571 | $ | 8,899,041 | $ | 8,474,041 | $ | 14,540,571 | $ | 25,823,187 | ||||||||||||
Jamie L. Singleton | ||||||||||||||||||||||
Cash severance: | ||||||||||||||||||||||
Base salary | $ | 825,000 | $ | 412,500 | $ | 0 | $ | 825,000 | $ | 825,000 | ||||||||||||
Bonus(6) | $ | 1,650,000 | $ | 1,650,000 | $ | 1,650,000 | $ | 1,650,000 | $ | 1,650,000 | ||||||||||||
Total cash severance | $ | 2,475,000 | $ | 2,062,500 | $ | 1,650,000 | $ | 2,475,000 | $ | 2,475,000 | ||||||||||||
Long term incentives: | ||||||||||||||||||||||
Accelerated vesting of performance-based restricted stock units(7) | $ | 7,305,944 | $ | 3,431,905 | $ | 3,431,905 | $ | 7,305,944 | $ | 13,991,548 | ||||||||||||
Accelerated vesting of time-based equity awards(8) | $ | 2,491,003 | $ | 2,160,350 | $ | 2,160,350 | $ | 2,419,003 | $ | 6,558,716 | ||||||||||||
Total value of long term incentives | $ | 9,796,947 | $ | 5,592,255 | $ | 5,592,255 | $ | 9,724,947 | $ | 20,550,264 | ||||||||||||
Benefits and perquisites | $ | 9,755 | $ | 0 | $ | 0 | $ | 9,755 | $ | 9,755 | ||||||||||||
Total | $ | 12,281,702 | $ | 7,654,755 | $ | 7,242,255 | $ | 12,209,702 | $ | 23,035,019 |
SIGNET JEWELERS | 68 | 2022 PROXY STATEMENT |
TERMINATION PAYMENTS
NEO | Involuntary termination without cause(1)(2)(3) | Death(4) | Disability(4) | Voluntary with good within one following a | Involuntary termination cause a change of | |||||||||||||||||
Rebecca Wooters | ||||||||||||||||||||||
Cash severance: | ||||||||||||||||||||||
Base salary | $ | 650,000 | $ | 325,000 | $ | 0 | $ | 650,000 | $ | 650,000 | ||||||||||||
Bonus(6) | $ | 975,000 | $ | 975,000 | $ | 975,000 | $ | 975,000 | $ | 975,000 | ||||||||||||
Total cash severance | $ | 1,625,000 | $ | 1,300,000 | $ | 975,000 | $ | 1,625,000 | $ | 1,625,000 | ||||||||||||
Long term incentives: | ||||||||||||||||||||||
Accelerated vesting of performance-based restricted stock units(7) | $ | 2,530,149 | $ | 1,197,738 | $ | 1,197,738 | $ | 2,530,149 | $ | 5,799,069 | ||||||||||||
Accelerated vesting of time-based restricted shares(8) | $ | 3,314,474 | $ | 3,169,739 | $ | 3,169,739 | $ | 3,314,474 | $ | 6,018,992 | ||||||||||||
Total value of long term incentives | $ | 5,844,623 | $ | 4,367,477 | $ | 4,367,477 | $ | 5,844,623 | $ | 11,818,061 | ||||||||||||
Benefits and perquisites | $ | 9,755 | $ | 0 | $ | 0 | $ | 9,755 | $ | 9,755 | ||||||||||||
Total | $ | 7,479,378 | $ | 5,667,477 | $ | 5,342,477 | $ | 7,479,378 | $ | 13,452,816 | ||||||||||||
Oded Edelman(9) | ||||||||||||||||||||||
Cash severance: | ||||||||||||||||||||||
Base salary | $ | 575,000 | $ | 47,917 | $ | 47,917 | $ | 47,260 | $ | 575,000 | ||||||||||||
Bonus(10) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
Total cash severance | $ | 575,000 | $ | 47,917 | $ | 47,917 | $ | 47,260 | $ | 575,000 | ||||||||||||
Long term incentives: | ||||||||||||||||||||||
Accelerated vesting of performance-based restricted stock units(7) | $ | 0 | $ | 1,735,559 | $ | 1,735,559 | $ | 0 | $ | 6,337,533 | ||||||||||||
Accelerated vesting of time-based equity awards(8)(10) | $ | 0 | $ | 918,395 | $ | 918,395 | $ | 0 | $ | 2,679,142 | ||||||||||||
Total value of long term incentives | $ | 0 | $ | 2,653,954 | $ | 2,653,954 | $ | 0 | $ | 9,016,675 | ||||||||||||
Benefits and perquisites | $ | 59,673 | $ | 4,973 | $ | 4,973 | $ | 4,905 | $ | 59,673 | ||||||||||||
Total | $ | 634,673 | $ | 2,706,844 | $ | 2,706,844 | $ | 52,165 | $ | 9,651,348 |
(1) | Payments are subject to the execution of a release of claims and compliance with restrictive covenants. |
(2) | Executives, |
(3) | Ms. Drosos |
(4) | Executives, |
(5) | Ms. Drosos |
SIGNET JEWELERS | 69 | 2022 PROXY STATEMENT |
TERMINATION PAYMENTS
(6) | The amount of annual bonus payable upon certain events of termination is based on, where appropriate, the Company’s actual performance in Fiscal |
(7) | PSU awards would have been earned based on actual performance |
(8) | Time-based equity awards include restricted shares granted in Fiscal |
case of Ms. Singleton, non-qualified stock options granted in Fiscal 2019. In the event of a change in control, the table assumes that these time-based equity awards are substituted in connection with the transaction. |
(9) | Mr. Edelman’s non-equity compensation would be paid in New Israeli Shekels (NIS). The amounts relating to base salary would be based on the USD amounts set forth above and converted to NIS prior to payment. The amounts relating to benefits and perquisites were based on certain amounts in NIS; for purposes of this presentation, these amounts have been converted to USD based on a conversion rate of $0.30989 to 1 NIS (the monthly average conversion rate in January 2021). |
Mr. Edelman’s award agreements govern the treatment of his PSU awards and time-based equity awards upon a termination by the Company |
The amounts reported in the above table are hypothetical amounts based on the disclosure of compensation information about the NEOs. Actual payments will depend on the circumstances and timing of any termination of employment or other triggering event, and compliance with confidentiality, non-solicitation and non-competition restrictions (see “NEO Agreements” above). The amount of annual bonus payable upon certain events of termination is based on, where appropriate, the Company’s actual performance in Fiscal 2020. The value attributed to accelerated vesting of PSUs, as applicable, payable upon certain events of termination is based on the Company’s actual performance for PSUs granted in Fiscal 2018 and target performance for PSUs granted in Fiscal 2019 and Fiscal 2020, except in the case of death, in the event of which all PSUs vest at target.
SIGNET JEWELERS | 70 | 2022 PROXY STATEMENT |
As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, the Company is we are providing the following estimate of the relationship of the median annual total compensation of its employeesour team members and the annual total compensation of its CEO,our Chief Executive Officer, Virginia C. Drosos.
Ratio
Below is the Fiscal 2020 the2022 annual total compensation of our CEO, the Fiscal 2022 annual total compensation for our median employee, identified atand the medianratio of the Company (not including the CEO), was $34,600, and theFiscal 2022 annual total compensation of theour CEO as disclosed in the Summary Compensation Table was $9,222,270.
CEO Pay Ratio | ||||
CEO Fiscal 2022 Total Annual Compensation * | $ | 12,968,887 | ||
Median Employee Fiscal 2022 Total Annual Compensation | $ | 25,701 | ||
CEO to Median Employee Pay Ratio | 505:1 |
* | For Fiscal 2022 the annual total compensation of the median employee includes Company paid benefits (see methodology below). As such, the total annual compensation of the CEO for purposes of presenting the pay ratio includes $15,427 of Company-paid benefits which are not included in the total CEO compensation of $12,953,460 shown in the Summary Compensation table (in accordance with the requirements for such table). |
Methodology for Fiscal 2020 the ratio of the annual total compensation of the CEO to the median of the annual total compensation of all the Company’s employees other than the CEO was 267 to 1.
The following information was used to identify the median of the annual total compensation of all employeesteam members (other than the CEO) in Fiscal 2019:
POPULATION Countries that were included in the analysis included the United States and the United Kingdom. The total population consisted of 28,422 full-time, part-time, and seasonal individuals working at Signet in its consolidated subsidiaries in these countries including Diamonds Direct and Rocksbox. Employees from Canada, Israel, India and Botswana an aggregate of 1,436, consisting of 985, 144, 164 and 143 employees in Canada, Israel, India and Botswana, respectively, comprising less than 5% of the total population of 29,858 employees, were excluded from the analysis, as permitted in the guidelines for the CEO Pay Ratio. | MEDIAN EMPLOYEE To determine the median employee, the Company included actual base pay plus (as applicable) overtime, bonus, and commissions, earned during the fiscal year. The median employee was identified using pay for those actively employed on the determination date of January 29, 2022. Our determination date was changed from January 30 (the last day of Fiscal 2021) to January 29, 2022 to align with the last day of Fiscal 2022. The median employee was a full-time Detail Assistant who was hired during the fiscal year and is located in the US. The median employee’s total compensation (shown above) of $25,701 was used in the CEO to Median Employee pay ratio calculation. | PAY RATIO CEO to median pay ratio is 505:1. |
Evaluating the CEO Pay Ratio Disclosure
Similar to other large retailers, a sizeable portion of Signet’sthe Company’s workforce is employed on a part-time or seasonal basis. Of Signet’s 28,422 team members in the US and the UK as of January 29, 2022, the date of determination, 12,017, or 42%, were part-time or seasonal and the remaining 16,405, or 58%, were full-time. For these reasons, as well as the flexibility allowed by the SEC in calculating this ratio, the Company’s pay ratio may not be comparable to pay ratios at other companies.
SIGNET JEWELERS | 71 | 2022 PROXY STATEMENT |
The following table sets forth certain information, as of February 1, 2020,January 29, 2022, concerning Common Shares authorized for issuance under all of the Company’s equity compensation plans.
Equity Compensation Plan Information | |||||||
Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights(1) (a) | Weighted-average exercise price of outstanding options, warrants and rights(2) (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)3 | ||||
Equity compensation plans approved by security holders | 2,647,144 | $ | 39.03 | 1,956,834 | |||
Equity compensation plans not approved by security holders | — | $ | — | — | |||
Total | 2,647,144 | $ | 39.03 | 1,956,834 |
Equity Compensation Plan Information | ||||||||||||
Plan category | Number of securities to of outstanding options, | Weighted-average exercise price of outstanding options, warrants and rights(2) | Number of securities remaining available for equity compensation reflected in column (a)) | |||||||||
Equity compensation plans approved by security holders | 4,517,332 | $ | 38.84 | 2,199,198 | ||||||||
Equity compensation plans not approved by security holders | — | $ | — | 0 | ||||||||
Total | 4,517,332 | $ | 38.84 | 2,199,198 |
(1) | Securities indicated include non-qualified stock options, time-based restricted shares, RSUs and |
(2) | Excludes any unvested time-based restricted shares, RSUs and |
(3) | The shares remaining available for issuance may be issued in the form of stock options, restricted |
SIGNET JEWELERS | 72 | 2022 PROXY STATEMENT |
When and where can I find the
The Signet Jewelers Limited 2018 Omnibus Incentive Plan,
What is included in Signet’s proxy materials?
Signet’s proxy materials include the Proxy Card)
How do I register my email address for email delivery of the proxy materials?
You can register your email address for email delivery of proxy materials in any one of the following ways:
Internet: Telephone: Email: | ||
www.ProxyVote.com 1-800-579-1639 sendmaterial@proxyvote.com |
If requesting proxy materials by email, please send a blank email and include in the Board unanimously adopted, subject line the information that is printed in the box marked by an arrow that was included on the Internet Notice. Please make your request on or before June 3, 2022 to approval by ourfacilitate timely delivery.
Signet encourages shareholders to take advantage of the Omnibus Plan. Atavailability of proxy materials on the 20182022 Annual Meeting website, www.proxydocs.com/SIG, and register for email delivery. This allows the Company to significantly reduce its printing and postage costs while ensuring timely delivery to shareholders and supporting the Company’s commitment to environmental stewardship.
What will I receive if I register for email delivery?
Shareholders registered for email delivery of Shareholders, our shareholders approvedSignet proxy materials will receive an email on or around May 5, 2022. The email will contain a link to proxy materials available on the Omnibus Plan as proposed, includingAnnual Meeting website and details on how to vote.
How do I request a reservehard copy of 3,575,000the proxy materials?
Instructions for requesting a hard copy of Signet’s proxy materials can be found on the Internet Notice, a copy of which is posted on the Annual Meeting website, www.proxydocs.com/SIG. You can also request a hard copy using the same contact details provided under “How do I register my email address for email delivery of proxy materials?” above.
Who is entitled to vote at the Annual Meeting?
You are entitled to vote at the Annual Meeting, and any postponement(s) or adjournment(s) thereof, if you owned Common Shares availableor Preferred Shares as of the close of business on April 22, 2022, the record date for grants of awards under the Omnibus Plan. The Omnibus Plan permitsMeeting. On the grant of options, stock appreciation rights (“SARs”), performance-based restricted share units (“PSUs”), time-based restricted share units (“RSUs”), time-based restrictedrecord date there were 47,390,895 Common Shares issued and outstanding, excluding treasury shares, and other cash-based or share-based awards (each sometimes hereinafter referred625,000 Preferred Shares issued and outstanding. Each issued and outstanding Common Share is entitled to as an “award,” and collectively,one vote on each matter at the “awards”) to attract, retain and motivate officers, employees, non-employee directors, consultants and other personal service providers providing services to the Company, its subsidiaries or affiliates (each sometimes hereinafter referred to as a “participant,” and collectively, “participants”) and align their interests with those of our shareholders.
Fiscal Year | Options Granted | Time-Based Restricted Shares and RSUs Granted | PSUs Granted at Maximum | PSUs Earned | Basic Weighted Average of Shares Outstanding | Burn Rate | Burn Rate (ISS Methodology)(1) |
2020 | 29,339 | 578,738 | 1,057,990 | — | 51,714,894 | 3.22% | 1.74% |
2019 | 602,217 | 276,713 | 674,210 | — | 54,824,346 | 2.78% | 1.86% |
2018 | — | 328,903 | 433,014 | — | 63,000,000 | 1.34% | 0.78% |
3-year average: | 2.45% | 1.46% |
SIGNET JEWELERS | 73 | 2022 PROXY STATEMENT |
SHAREHOLDER Q&A
What is the difference between a shareholder of record and the Compensation Committee recognize the impacta beneficial owner of dilution on our shareholders and have evaluated this share request carefullyshares held in the context of the need to motivate, retain and ensure that our leadership team and key employees are focused on our strategic priorities, taking into account the uncertainty of the current economic environment.
Shareholder of record | Beneficial owner of shares held in street name | |
If your shares were registered directly in your name with one of | ||
Signet’s Internet Notice or hard copy proxy materials will be provided directly to you. | Signet’s Internet Notice or hard copy proxy materials will be forwarded to you by that entity, which is considered the shareholder of record for those shares. Your broker, bank or other nominee will send you details on how to vote your shares, and |
How can I attend the virtual Annual Meeting?
The Company has elected to hold the Annual Meeting virtually and be conducted exclusively by a live audio webcast.
If you are a shareholder of record as of the close of business on April 22, 2022, the record date for the Annual Meeting, you will be able to virtually attend the Annual Meeting, vote your shares and submit questions online during the meeting by visiting www.virtualshareholdermeeting.com/SIG2022. You will need to enter the 16-digit control number included on your notice, on your proxy card or on the instructions that accompanied your proxy materials.
If you are a beneficial owner holding your shares in street name as of the close of business on April 22, 2022, you may gain access to the meeting by following the instructions in the voting instruction card provided by your broker, bank or other nominee. You may not vote your shares electronically at the Annual Meeting unless you receive a valid proxy from your brokerage firm, bank, broker dealer or other nominee holder.
The online meeting will begin promptly at 11:00 a.m., Eastern time. We encourage you to access the meeting prior to the start time, and you should allow approximately 15 minutes for the online check-in procedures.
If you wish to submit a question for the Annual Meeting, you may do so in advance at www.virtualshareholdermeeting.com/SIG2022, or you may type it into the dialog box provided at any point during the virtual meeting (until the floor is closed to questions).
What can I do if I need technical assistance during the Annual Meeting?
If you encounter any difficulties accessing the virtual Annual Meeting webcast please call the technical support number that will be posted on the virtual meeting website log-in page.
Why is the Company holding a virtual Annual Meeting?
In light of the public health impact of and ongoing uncertainty regarding the coronavirus pandemic (COVID-19), and in an effort to maintain a safe environment for our shareholders, Directors, team members and other stakeholders who wish to attend the Annual Meeting, the Company determined that holding a virtual meeting was appropriate for this year’s Annual Meeting.
When is broker discretionary voting permitted and what is the effect of broker non-votes?
In accordance with the rules of the New York Stock Exchange (“NYSE”), in circumstances where a broker, bank or other nominee does not receive specific voting instructions from the beneficial owner of the relevant shares, the
SIGNET JEWELERS | 74 | 2022 PROXY STATEMENT |
SHAREHOLDER Q&A
broker may use his discretion to vote those shares on certain routine matters on the beneficial owner’s behalf. At the Annual Meeting, broker discretionary voting is only permitted with respect to Proposal 2: Appointment of KPMG as Independent Auditor.
A “broker non-vote” occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because it does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner.
What is a proxy and how does proxy voting work?
A proxy is your legal designation of another person (or persons) to attend and vote your shares at an Annual Meeting on your behalf. The person you so designate is known as your proxy.
You can direct your proxy to vote your shares FOR or AGAINST, or to ABSTAIN from voting with respect to each matter to be voted on at the Annual Meeting. A proxy must vote your shares at the Meeting in accordance with your instructions.
The Board has designated H. Todd Stitzer and Stash Ptak, or either of them (each with full power of substitution) as proxies available to shareholders to have their shares voted at the Annual Meeting in accordance with your instructions.
If you appoint a proxy, you may still attend and vote electronically at the Annual Meeting. If you vote at the Meeting, you will have effectively revoked any previously appointed proxies.
What happens if I appoint more than one proxy?
If you authorize your shares to be voted under more than one form of proxy, each proxy must authorize the exercise of rights attaching to different shares held by you. In circumstances where the Company’s registrars receive two or more valid proxy forms in respect of the same share(s) and the same meeting, the form dated last will be treated as replacing and revoking the other(s).
If you appoint a proxy designated by the Board but do not provide voting instructions, the shares represented by your proxy will be voted in accordance with the recommendation of the Board.
If you submit voting instructions but do not name a proxy, the Chairman of the Meeting will be appointed as your proxy.
What proposals are being voted on at the Annual Meeting, what vote is required to approve each proposal and what is the effect of abstentions and broker non-votes?
Proposal | Board’s Recommendation | Vote Required to Approve | Effect of Abstentions | Effect of Broker Non-Votes | ||||
1. Election of Directors | FOR each Director nominee | Majority of the cast FOR each Director nominee | No effect — not counted as votes cast | No effect — not counted as votes cast | ||||
2. Appointment of KPMG as Independent Auditor and | FOR | Majority of the cast FOR | No effect — as votes cast | Not applicable — broker discretionary voting is permitted | ||||
3. Approval, on a Non-Binding Advisory Basis, of the Compensation of the Company’s Named Executive Officers (the “Say-on-Pay” vote) | FOR | Majority of the votes cast FOR (advisory only) | No effect — not counted as votes cast | No effect — not counted as votes cast |
SIGNET JEWELERS | 75 | 2022 PROXY STATEMENT |
SHAREHOLDER Q&A
How do I vote?
If you are unable to attend and vote electronically at the Annual Meeting, details of how you can appoint a proxy to vote on your behalf at the Meeting, and any postponement(s) or adjournment(s) thereof, can be found in the table below.
Method | Details | Additional Notes | ||
By internet: | www.proxyvote.com | Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. You may access the voting site directly, or through the Annual Meeting website at www.proxydocs.com/SIG. | ||
By telephone: | 1-800-690-6903 | Use any | ||
By mail: | Mark, sign and date your proxy card and return it in the postage-paid envelope Broadridge Financial Solutions, Inc. (“Broadridge”) has provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. | Your Proxy Voting Instructions must be signed to be valid. If signed under |
Deadline for receipt by Broadridge: | 11:59 p.m., Eastern Time on June 16, 2022 (4:59 a.m. British Summer Time) for shares |
Submitting proxy instructions will not prevent a shareholder from outstanding optionsvirtually attending the Annual Meeting.
Can I change my proxy appointment and/or voting instructions?
You can change your proxy appointment and/or voting instructions before the deadline of 11:59 p.m., Eastern Time (4:59 a.m. British Summer Time) on June 16, 2022for shares held directly and full valueby 11:59 P.M. Eastern Time on June 14, 2022 (4:59 a.m. British Summer Time) for shares held in a Plan by re-submitting your vote as detailed in “How do I vote?” above.
In circumstances where two or more valid forms in respect of April 27, 2020the same share(s) and the same meeting are received, the form dated last will be treated as replacing and revoking the other(s).
You may also attend the Annual Meeting virtually and change your vote by voting electronically at the Meeting.
If you are a beneficial owner of shares held in street name and you vote by proxy, you may change your vote by submitting new instructions to your broker, bank or other nominee in accordance with that entity’s procedure.
Can I revoke the appointment of my proxy without appointing another?
If you are a shareholder of record, you can revoke the appointment of your proxy at any time before your shares are voted by submitting a written notice of revocation to Broadridge. Contact details can be found in the table under the heading “How do I vote?” above.
You can also revoke the appointment of your proxy by virtually attending the Annual Meeting and voting. By voting at the Meeting, you will have effectively revoked any previously appointed proxies.
Beneficial owners of shares held in street name must follow the instructions of their broker, bank or other nominee to revoke their voting instructions.
SIGNET JEWELERS | 76 | 2022 PROXY STATEMENT |
SHAREHOLDER Q&A
Will my shares be voted if I do nothing?
If you are a shareholder of record and do not appoint a proxy, submit voting instructions or attend the Annual Meeting to vote electronically, your shares will not be voted.
If you are a beneficial owner of shares held in street name, your broker, bank or other nominee may use their discretion to vote your shares with respect to Proposal 2: Appointment of KPMG as Independent Auditor.
What constitutes a quorum in order to transact business at the Annual Meeting?
The presence at the start of the Annual Meeting, virtually or by proxy, of two holders of Common Shares will constitute a quorum for the transaction of business. Abstentions and “broker non-votes” are treated as present, and are therefore counted in determining the existence of a quorum. The Corporate Secretary will determine whether or not a quorum is estimatedpresent at 6.4%the Meeting.
How will voting be conducted at the Annual Meeting?
Voting at the Annual Meeting will be conducted by way of a poll. A representative from Broadridge will be in attendance at the Meeting to explain the voting procedure, conduct the poll, count votes and certify the results. As each proposal is introduced to the Meeting, shareholders will be given the opportunity to ask questions relating to such proposal.
When and where can I find the final results of the Annual Meeting?
Final voting results will be available on Signet’s website and reported on a fully diluted basis. The Company expects total potential dilutionCurrent Report on Form 8-K filed with the SEC as of April 27, 2020 would be 11.0% on a fully diluted basis, based on includingsoon as practicable after the additional 2,500,000 Common Shares that would be available for issuance under the Omnibus Plan upon approvalconclusion of the Amendment by Shareholders at the Meeting. The Boardresults will confirm the number of votes cast for and against each proposal, as well as abstentions and broker non-votes (where applicable).
What happens if additional matters are presented at the Compensation Committee believe that the expected potential dilutionAnnual Meeting?
Our management team is not aware of any matters other than those discussed in this Proxy Statement that will resultbe presented at the Annual Meeting.
If other matters are properly presented at the Meeting, your shares will be voted in accordance with the recommendation of the Board if:
◆ | you appointed a proxy designated by the Board; or |
◆ | the Chairman of the Meeting was appointed as your proxy because you submitted voting instructions (for other proposals) but did not name a proxy. |
How do I submit a shareholder proposal for the Company’s 2023 Annual Meeting of Shareholders?
Shareholder proposals submitted pursuant to Rule 14a-8 of the Securities Exchange Act of 1934 (the “Exchange Act”) will be considered for inclusion in the Company’s 2023 Proxy Statement and proxy card if received in writing by the Corporate Secretary on or before January 5, 2023 unless the date of the 2023 annual meeting of shareholders is changed by more than 30 days from the increase in Common Share issuable under the Omnibus Plan is reasonable for a company of Signet’s size in its industry under the current circumstances.
Shareholders who intend to pay-for-performance, and long-term share-based incentives under the Omnibus Plan are crucial to focusing executive interests on long-term Company success, retaining key executive officers, and aligning their interests with those of the Company and its shareholders.
SIGNET JEWELERS | 77 | 2022 PROXY STATEMENT |
SHAREHOLDER Q&A
Under Bermuda law, shareholders holding not less than five percent of the option,total voting rights or such higher amount determined by100 or more shareholders together may require the Plan Administrator. The Plan Administrator will determine the vesting and/or exercisability requirements and the term of exercise of each option, including the effect of termination of serviceCompany to give notice to its shareholders of a participant orproposal intended to be submitted at an annual meeting of shareholders. Generally, notice of such a change of control. The vesting requirements mayproposal must be based on the continued employment or service of the participant for a specified time period or on the attainment of specified performance goals established by the Plan Administrator, subject to the minimum vesting provisions described above. The maximum term of an option will be ten years fromreceived not less than six weeks before the date of grant. Dividends shall not be paid with respect to Common Shares subject to an optionthe meeting and dividend equivalents may not be granted with respect to Common Shares subject to an option.
The Company’s Bye-laws can be covered by the Omnibus Plan; (ii) determine which eligible persons outside the United States are eligible to participate in the Omnibus Plan; (iii) modify the terms and conditions of any award granted to eligible persons outside the United States to comply with applicable foreign laws, (iv) take any action, before or after an award is made, that it deems advisable to obtain approval or comply with any necessary local government regulatory exemptions or approvals and (v) establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions mayfound on Signet’s website at www.signetjewelers.com/investors/corporate-governance.
Shareholder proposals should be necessary or advisable.
Why has my household only received a subsequent sale or exchangesingle copy of the Common Shares,Internet Notice?
Shareholders who share a single address will receive a single Internet Notice (or a single set of proxy materials if a hard copy has been requested) unless contrary instructions have previously been received by the Company. This practice, known as “householding,” is permitted under Exchange Act rules and allows the Company to significantly reduce its printing and postage costs and environmental impact. Copies of the Internet Notice and proxy materials can be found on the Annual Meeting website: www.proxydocs.com/SIG, and the Company will promptly deliver, upon written or oral request, a separate copy of the Internet Notice and/or a full set of proxy materials to any gainshareholder residing at an address to which only one copy was mailed. Please address any such request to the Corporate Secretary at 375 Ghent Road, Akron, Ohio, 44333 U.S.A. or loss recognized330-668-5000. If you would like to receive a single copy in the sale or exchange is treated as a capital gain or loss (long-term or short-term depending on the applicable holding period) for whichfuture rather than multiple copies, please contact the Company is not entitled to a deduction.
Beneficial owners who would like to change the number of copies received should contact their broker, bank or other nominee to request the change.
Who bears the cost of proxy solicitation?
The Company bears the cost of soliciting proxies which the Common Shares purchased upon exercise of the incentive stock options are sold. With certain exceptions, a disposition of Common Shares purchased under an incentive stock option within two years from the date of grant may occur by internet, mail and/or within one year after exercise results in ordinary income to the participant (and generally a corresponding tax deduction to the Company) equal to the value of the Common Shares at the time of exercise less the exercise price. Any additional gain recognized in the disposition is treated as a capital gain for which the Company is not entitled to a deduction. If the sale proceeds from such disposition are less than the fair market value of the Common Shares on the date of exercise, any ordinary income recognized is limited to the gain (if any) realized on the sale. If the participant does not dispose of the Common Shares until after the expiration of these one- and two-year holding periods, any gain or loss recognized upon a subsequent sale is treated as a long-term capital gain or loss for which the Company is not entitled to a deduction.
Independent Director Compensation Policy | Amount(1) | ||
Annual Board Retainer (Chairman)(2) | $ | 500,000 | |
Annual Board Retainer (other than Chairman)(3) | $ | 245,000 | |
Additional Annual Retainer to Committee Chairs | |||
Audit Committee | $ | 30,000 | |
Compensation Committee | $ | 25,000 | |
Nominating & Corporate Governance Committee | $ | 20,000 | |
Corporate Social Responsibility Committee | $ | 20,000 |
Independent Director | Fees earned or paid in cash | Stock awards(1) | Total | ||||||
H. Todd Stitzer | $ | 280,000 | $ | 210,231 | $ | 490,231 | |||
R. Mark Graf | $ | 105,000 | $ | 133,769 | $ | 238,769 | |||
Zackery Hicks | $ | 105,000 | $ | 133,769 | $ | 238,769 | |||
Helen McCluskey | $ | 125,000 | $ | 133,769 | $ | 258,769 | |||
Sharon L. McCollam | $ | 135,000 | $ | 133,769 | $ | 268,769 | |||
Marianne Miller Parrs(2) | $ | 39,025 | $ | — | $ | 39,025 | |||
Thomas Plaskett(2) | $ | 39,025 | $ | — | $ | 39,025 | |||
Nancy A. Reardon | $ | 130,000 | $ | 133,769 | $ | 263,769 | |||
Jonathan Seiffer(3) | $ | 65,975 | $ | 133,769 | $ | 199,744 | |||
Jonathan Sokoloff(3) | $ | 105,000 | $ | 133,769 | $ | 238,769 | |||
Brian Tilzer | $ | 105,000 | $ | 133,769 | $ | 238,769 | |||
Eugenia Ulasewicz | $ | 125,000 | $ | 133,769 | $ | 258,769 |
We do not anticipate that matters other than those described in this proxy statement will be brought before the meeting for action, but if any other matters should properly come before the meeting, it is intended that votes thereon will be cast pursuant to said proxies in accordance with the discretion of the proxy holders.
BY ORDER OF THE BOARD OF DIRECTORS |
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Matt Shady |
Corporate Secretary |
Akron, Ohio |
May 5, 2022 |
SIGNET JEWELERS | 78 | 2022 PROXY STATEMENT |
SIGNET JEWELERS LIMITED |
CLARENDON HOUSE |
2 CHURCH STREET |
HAMILTON HM11, BERMUDA |
VOTE BY INTERNET
Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on June 16, 2022 for shares held directly and by 11:59 P.M. Eastern Time on June 14, 2022 for shares held in Bermuda hereby establishesa Plan. Have your proxy card in hand when you access the 2018 Signet Jewelers Limited Omnibus Incentive Plan (hereinafter referredweb site and follow the instructions to as the “Plan”) as set forth in this document. The 2009 Signet Jewelers Limited Omnibus Incentive Plan (the “2009 Plan”) shall continue in effect and unchanged with respect to awards outstanding under such plan but no further awards shall be granted thereunder as of the Effective Date, and any Shares available under the 2009 Plan will not be available for Awards under the Plan or otherwise.
During The Meeting - Go to www.virtualshareholdermeeting.com/SIG2022
You may attend the success ofmeeting via the Company’s businessInternet and vote during the meeting. Have the information that is printed in the box marked by providing the participants ofarrow available and follow the Plan with appropriate incentives.instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on June 16, 2022 for shares held directly and by 11:59 P.M. Eastern Time on June 14, 2022 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
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DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
SIGNET JEWELERS LIMITED
The Board of Directors recommends you vote FOR each nominee listed in Proposal 1 and |
1. | Election of twelve members of the Company’s Board of Directors to serve until the |
Nominees: | For | Against | Abstain |
1a. H. Todd Stitzer | ☐ | ☐ | ☐ |
1b. André V. Branch | ☐ | ☐ | ☐ |
1c. Virginia C. Drosos | ☐ | ☐ | ☐ |
1d. R. Mark Graf | ☐ | ☐ | ☐ |
1e. Zackery A. Hicks | ☐ | ☐ | ☐ |
1f. Sharon L. McCollam | ☐ | ☐ | ☐ |
1g. Helen McCluskey | ☐ | ☐ | ☐ |
1h. Nancy A. Reardon | ☐ | ☐ | ☐ |
1i. Jonathan Seiffer | ☐ | ☐ | ☐ |
1j. Brian Tilzer | ☐ | ☐ | ☐ | |||||||
For | Against | Abstain |
1k. Eugenia Ulasewicz | ☐ | ☐ | ☐ |
1l. Dontá L. Wilson | ☐ | ☐ | ☐ |
Appointment of KPMG LLP as independent auditor of the | ☐ | ☐ | ☐ | |||||
3. | Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (the “Say-on-Pay” vote). | ☐ | ☐ | ☐ |
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. |
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
Important Notice Regarding the applicable Award Agreement, a Participant shall have noneAvailability of the rights of a shareholder with respect to Shares covered by any Award until the Participant becomes the record holder of such Shares.
The CompanyNotice, Proxy Statement and any Participant consent to the jurisdiction of such courts and to the service of process in any manner provided by applicable Ohio or federal law. Each party irrevocably waives any objection which it may now or hereafter have to the laying of the venue of any such suit, action, or proceeding brought in such court and any claim that such suit, action, or proceeding brought in such court has been brought in an inconvenient forum and agrees that service of process in accordance with the foregoing sentences shall be deemed in every respect effective and valid personal service of process upon such party.
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D77606-P67263
SIGNET JEWELERS LIMITED Proxy for the Annual Meeting of Shareholders to be held on June 17, 2022 Solicited on Behalf of the Board of Directors The undersigned, revoking all prior proxies, hereby appoints H. Todd Stitzer and Stash Ptak, or either of them, each with full power of substitution and power to act alone, as proxies to vote (in accordance with the accompanying voting instructions or, in the absence of instructions on a matter, in the proxy’s discretion) all the Common Shares which the undersigned would be entitled to vote and acting on all matters which may properly come before the Annual Meeting of Shareholders of Signet Jewelers Limited, to be held virtually via live audio webcast at www.virtualshareholdermeeting.com/SIG2022, at 11:00 a.m., Eastern Time, on Friday, June 17, 2022, and at any and all adjournments and postponements thereof, as set forth on the reverse side. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH NOMINEE LISTED IN PROPOSAL 1, AND A VOTE “FOR” PROPOSALS 2 AND 3. THE PROXIES WILL VOTE AS THE BOARD OF DIRECTORS RECOMMENDS WHERE A CHOICE IS NOT SPECIFIED. YOUR VOTE IS IMPORTANT TO US. PLEASE VOTE BY USING THE INTERNET OR TELEPHONE OR BY COMPLETING, SIGNING, DATING AND RETURNING THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. CONTINUED AND TO BE SIGNED ON REVERSE SIDE |