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About Us
Signet Jewelers Limited is the world’s largest retailer of diamond jewelry. As a Purpose-driven and sustainability-focused company, Signet is a participant in the United Nations Global Compact and adheres to its principles-based approach to responsible business. Signet operates approximately 2,800 stores primarily under the name brands of Kay Jewelers, Zales, Jared, Banter by Piercing Pagoda, Diamonds Direct, Blue Nile, JamesAllen.com, Rocksbox, Peoples Jewellers, H.Samuel and Ernest Jones. Our sales derive from the retailing of jewelry, watches and associated services. Signet’s shares are listed on the New York Stock Exchange (SIG).
 |  |  | ||
| Largest specialty retail jewelry brand in the US catering to the Sentimental Gifter. | Leading full-service jeweler encouraging Extroverted Romantics to | |||
| showcase their spectacular taste. | ||||
 |  | |||
 | ||||
| Empowers self-purchasers to creatively express themselves with fine jewelry and with over 50 years of piercing expertise. | Leading digitally-native jewelry brand catering to diverse and affluent buyers of | |||
| high-end diamond essentials. | ||||
 |  | |||
 | ||||
| Innovative digitally-native diamond company on the leading edge of custom bridal design and diamond jewelry. | ||||
| Making the joy of jewelry discovery accessible and convenient through a unique rental service. | |
brand in Canada catering to the | |
mid-market bridal customer. | ||||
Best jewelry values on UK |
A contemporary UK jeweler offering |  | ||
CHAIRMAN’S LETTER 
May 4, 2023
Dear Fellow Shareholders
In our second year of Directors (the “Board”) invites you to the 2020 Annual Meeting of Shareholders ofInspiring Brilliance, Signet Jewelers Limited (“Signet” or the “Company”) established itself as a leading and differentiated retailer with scaled competitive advantages in an attractive and fragmented market—delivering consistent shareholder returns. Despite significant macroeconomic headwinds this past year, the Company grew market share, further diversified its portfolio, and successfully welcomed Blue Nile through a well-timed strategic acquisition. The Company delivered on its commitments. We delivered $7.8 billion of revenue, up slightly versus FY22, out-paced category growth and gained an estimated 40 basis points of market share, driving total share to 9.7%. Signet is well-positioned for future growth.
| H. Todd Stitzer Chairman of the Board, Signet Jewelers |
As the Board of Directors (the “Meeting”“Board”), we maintain a sharp focus on the creation of long-term shareholder value. We continued to return cash to shareholders during Fiscal 2023 by repurchasing approximately 6.1 million shares at an average cost per share of $70.06, or $426 million. On March 15, 2023, the Board approved a $263 million increase to the multi-year authorization under its share repurchase program, bringing the total remaining authorization to approximately $775 million at that time, which amount was net of approximately $25 million of shares repurchased in Fiscal 2024 through March 15, 2023.
Underpinning all our results is a clear sense of shared Purpose at Signet—Inspiring Love. Our Purpose has also guided us—with the leadership of the Board’s Corporate Citizenship & Sustainability Committee—to set a series of ambitious Corporate Sustainability Goals (CSGs) to achieve by 2030. We have articulated these goals in three areas: Love for All People, Love for Our Team, and Love for Our Planet and Products. The function of these goals is three-fold: to minimize risk, to improve business results, and to positively impact our Company, the communities we serve, and the world. The Corporate Citizenship & Sustainability Committee’s oversight of our CSGs facilitates accountability for achieving them, ensures that they are ingrained in our businesses, and monitors that we remain on track to achieve them.
Signet’s transformation into a Purpose-Inspired Company is also evident in its culture. For the third consecutive year, Signet was designated as a Great Place to Work-Certified™ company based on survey responses from our team members. In addition, Great Place to Work® and Fortune magazine named Signet to the 2022 Best Workplaces in Retail™ list as 12th Best Place to Work overall in this esteemed retail index. Bloomberg also named Signet to its Gender Equality Index for the fifth consecutive year.
The Board and I are proud of the results our Company has delivered, and the way we are delivering them. We are especially proud of the people in our businesses and on our Board who work so hard to Inspire Love every day in responsible, sustainable ways.
In addition to the accompanying Proxy Statement, we encourage you to review our Annual Report to Shareholders, including the accompanying Letters to Shareholders from Chief Executive Officer Virginia C. “Gina” Drosos and me. We encourage you to review this year’s Corporate Citizenship & Sustainability Report as well to understand how Signet is fulfilling its purpose and its ESG responsibilities. Our Board also invites you to the 2023 Annual Meeting of Shareholders which will be held on Friday, June 12, 202016, 2023, at 11:00 am,11 a.m., Eastern Time. Due to the developing 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, the meetingThe Meeting will be held in a virtual meeting format onlyvirtually via live audio webcast at www.virtualshareholdermeeting.com/SIG2020.SIG2023. 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.
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 |  Place | ||||
Friday, June 16, 2023, 11:00 a.m., Eastern Time | Virtual meeting via live audio webcast at: www.virtualshareholder meeting.com/SIG2023 | |||||
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 |
4. | Approval, on a non-binding advisory basis, of |
Notice is hereby given that the 2023 Annual Meeting of Shareholders (“Meeting”) of Signet Jewelers Limited (the “Company” or “Signet”) to be held on Friday, June 16, 2023 at 11:00 am, Eastern Time. The Meeting will be held entirely online live via audio webcast.
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/SIG2023.
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, 2020,21, 2023 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 4, 2023
Important notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held on June 12, 2020.16, 2023. The Notice of Internet Availability of Proxy Materials, Notice of Annual Meeting of Shareholders, Proxy Statement, Proxy Card and the Annual Report to Shareholders are available at
WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING OF SHAREHOLDERS AND REGARDLESS OF THE NUMBER OF SHARES YOU OWN, PLEASE REGISTER YOUR VOTE BY APPOINTING A PROXY ELECTRONICALLY BY INTERNET OR BY TELEPHONE IN ACCORDANCE WITH THE INSTRUCTIONS ON THE PROXY CARD, OR, ALTERNATIVELY, MARK, SIGN AND DATE THE PROXY CARD IN ACCORDANCE WITH THE INSTRUCTIONS THEREON AND MAIL IT PROMPTLY TO ENSURE THAT YOUR SHARES WILL BE REPRESENTED. YOU MAY ELCTRONICALLYELECTRONICALLY VOTE LIVE IF YOU ATTEND THE VIRTUAL ANNUAL MEETING OF SHAREHOLDERS. YOUR PROXY IS REVOCABLE AT ANY TIME BY SENDING WRITTEN NOTICE OF REVOCATION OR BY SUBMISSION OF A PROPERLY EXECUTED PROXY BEARING A LATER DATE TO BROADRIDGE BY THE DEADLINE OF 12:01 AM, EASTERN TIME (5:01 AM, BRITISH SUMMER TIME) ON JUNE 12, 202016, 2023 OR BY VOTING ELECTRONICALLY AT THE VIRTUAL MEETING.
Table of Contents
Proxy Statement Summary
2023 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 20202023 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 | |
| ||||||||
Date & Time June 16, 2023, 11:00 a.m., Eastern Time |
| Virtual meeting to be held via live audio webcast at www.virtualshareholdermeeting.com/SIG2023 | ||||||
| Record Date April 21, 2023 Date proxy materials are first made available to Shareholders: May 4, 2023 |
| 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 | 34 | |||||
| 3. | Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers (the “Say-on-Pay” vote) | FOR | 40 | |||||
| 4. | Approval, on a Non-Binding Advisory Basis, of the Frequency of the Say-on-Pay vote (the “Say-on-Frequency” vote) | FOR 1 YEAR | 41 | |||||
ELECTION OF DIRECTORS (See page 8)
Chairman H. Todd Stitzer | Director 1 Year Board Meetings in Fiscal 2023: 7 |
| of the meetings and those committees on which the Director served | ||||
Standing Board Committee Meetings in Fiscal 2023 | |||||||
| 7 | Audit
| 5 | Human Capital Management & Compensation Committee | 4 | Governance & Technology Committee | 4 | Corporate Citizenship & Sustainability Committee | 7 | Finance Committee | |||||||||
SIGNET JEWELERS | 1 | 2023 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 17)
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 and Chairman succession planning ◆ Formal emergency succession plan for the Chairman | ||
| 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 is comprised of Directors ranging in ages from ◆ 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 | 2023 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 ◆ 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 | ||
| RISK OVERSIGHT | ||
◆ The Board oversees enterprise risk management, including oversight of climate change risks and cybersecurity risks | ||
EXECUTIVE COMPENSATION (See page 42)
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 andobjectives for long-term growth and value creation. Our executive compensation practices reinforce our goals and expectationsaim to reward for meaningful progress against the significant contributions that our executives are making to our transformational Path toInspiring Brilliance journey. strategic plan and priorities during Fiscal 2023, despite headwinds, volatility and challenges in the macroeconomic environment.
SIGNET JEWELERS | 3 | 2023 PROXY STATEMENT |
PROXY STATEMENT SUMMARY
Key components of our Fiscal 20202023 executive compensation program
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 | ||
Annual bonus | Motivate and reward achievement of annual financial results against established annual goals of the Company. | Cash awards | ||
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. | PSUs (60% of | ||
SIGNET JEWELERS | 4 | 2023 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 | | |||||
◆ Ensure 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 | | |||||
| 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 February 2, 2019January 29, 2022 (“Fiscal 2019”2022”), with 85.1%98.2% of votes cast approving the advisory Say-on-Pay resolution in June 2019.2022. 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.
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 30)
In Fiscal 2023, Signet lived its corporate Purpose — Inspiring Love — which guides 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 | 5 | 2023 PROXY STATEMENT |
PROXY STATEMENT SUMMARY
We continued to enhance and refine our Sustainability program and related initiatives in the last year. Significant milestones and accomplishments include:
Continued support of 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 over $1.3 million in grants in line with our commitment to support the United Nations Sustainable Development Goals.
| Signet raised $8.2 million for St. Jude Children’s Research Hospital® during our Fiscal 2023 annual campaign, bringing our total to nearly $97 million in support over the past 24 years.
| ||||||||||||||
Included in 2023 Bloomberg Gender-Equality Index (GEI). For the fifth 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 the third 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. In Fiscal 2023, Signet was named by Great Place to Work® and Fortune magazine as one of the 2022 Best Workplaces in Retail™ for the first time.
| Since 2021 Signet has been a participant in the United Nations Global Compact corporate responsibility initiative. The Ten Principles of the United Nations Global Compact take into account the fundamental responsibilities of businesses in the areas of human rights, labor, environment and anti-corruption
| ||||||||||||||
| In Fiscal 2023, Signet’s Sustainability program was guided by our 2030 Corporate Sustainability Goals (CSGs).Each CSG has a Signet Leadership Team sponsor to effectively integrate sustainability into Signet’s business operations. | Signet executives and leaders advanced their involvement and oversight of climate risk and opportunities through our Climate Action and Sustainability Committee (CASC). The CASC also addresses increased demand for ESG data disclosures. |
SIGNET JEWELERS | 6 | 2023 PROXY STATEMENT |
| Signet Jewelers Limited | May | |
Clarendon House | ||
2 Church Street | ||
| Hamilton HM11, Bermuda |
Solicitation of Proxies
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, 202016, 2023 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), and to supportCompany’s interest in protecting the health and well-beingsafety of our directors, employees, shareholdersall attendees and other stakeholders,benefits set forth in the meeting“Shareholder Q&A” section of this Proxy Statement, the Meeting will be held in a virtual meeting format only via live audio webcast at
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 | ||||
2023 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 | |||
Proposal 1: Election of Directors
We are asking shareholders to consider |
Seated (left to right): R. Mark Graf, Eugenia Ulasewicz, André V. Branch, Nancy Reardon
Standing: (left to right): Helen McCluskey, Zackery A. Hicks, Dontá L. Wilson, H. Todd Stitzer, Virginia “Gina” C. Drosos, the CEO, have been affirmatively determined by the Board to be independent in accordance with the New York Stock Exchange (“NYSE”) Listing Standards.
SIGNET JEWELERS | ||
2023 PROXY STATEMENT | ||
ELECTION OF DIRECTORS
Director Qualifications and Experience
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 Fiscal 2022, the Committee revised the list of qualifications and experience to better align with the current needs of the Company, which remained current for Fiscal 2023. 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 | 9 | 2023 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 to match the evolving needs of the business, and balance deep experience and knowledge of the Company with new perspectives. 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 |
* None of our Directors identified as non-binary upon inquiry. | |
12 BOARD MEMBERS 46-71 Years AGE RANGE 6.42 Years AVERAGE TENURE 80% of Standing Board Committees |
SIGNET JEWELERS | 10 | 2023 PROXY STATEMENT |
ELECTION OF DIRECTORS
DIRECTOR NOMINEES
 | 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: 71 Director Since: January 2012 Gender Identification: | ||||||||
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: 60 Director Since: Gender Identification: | ||||||||
Public Directorship Foot Locker, Inc. | Former Directorships American Financial Group, Inc. Assurex Health | |||||||
SIGNET JEWELERS | 11 | 2023 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, a bachelor’s degree in economics from the University of Maryland and is NACD Directorship Certified. 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. BRANCH INDEPENDENT Age: 51 Director Since: Gender Identification: | ||||||||
Committees Audit Finance | ||||||||
 | 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: 58 Director Since: July 2017 Gender Identification: | ||||||||||||||||||
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 | ||||||||||
2023 PROXY STATEMENT |
ELECTION OF DIRECTORS
 | Principal Occupation and Experience Zackery Hicks has served as Chief Digital and Technology Officer at Kimberly-Clark Corporation, a multinational personal care corporation, since July 2022. At Kimberly-Clark, he is responsible for digital and business transformation, providing innovative next-generation technology solutions to deliver growth, build brands and create competitive advantage for the company. He previously served as Executive Vice President and Chief Digital Officer of Toyota Motors North America, Inc., a subsidiary of Toyota Motor Corporation, a multinational automotive manufacturer, from April 2018 to July 2022, and held roles of increasing responsibility with Toyota since 1996. While at Toyota Motor Corporation, Mr. Hicks led Toyota’s Digital Transformation and Mobility efforts which included the strategy, development and operations of all systems and technology for the company’s North American operations and its connected car ecosystem. He also served as the CEO and President of Toyota Connected North America through July 2022, responsible for 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: 59 Director Since: Gender Identification: | ||||||||||||||
Committees Governance & Technology Corporate Citizenship & Sustainability | ||||||||||||||
 | 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 to 1983. 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: 68 Director Since: Gender Identification: | ||||||||
Committees Governance & Technology (Chair) Finance | Public Directorship Abercrombie & Fitch Co. | Former Directorships Avon Products, Inc. Dean Foods Company | ||||||
SIGNET JEWELERS | 13 | 2023 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: 60 Director Since: Gender Identification: | ||||||||
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: 70 Director Since: Gender Identification: | |||||||||||
Committees Human Capital Management & Compensation (Chair) Corporate Citizenship & Sustainability | Public Directorship Big Lots, Inc. | Former Directorship The Warnaco Group, Inc. | |||||||||
SIGNET JEWELERS | 14 | 2023 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, and Mister Car Wash, Inc., a publicly traded national car wash operator, since August 2014. 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: 51 Director Since: Gender Identification: | ||||||||
Committees Audit Human Capital Management | Public Directorship AerSale Corporation Mister Car Wash, Inc. | 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, Analytics and Technology Officer at Best Buy, a multinational consumer electronics retailer, since May 2018. In his current role, he leads a complex operational division focused on digital transformation, analytics and technology. 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: 52 Director Since: Gender Identification: | ||||||||
Committees Governance & Technology Corporate Citizenship & Sustainability | ||||||||
SIGNET JEWELERS | 15 | 2023 PROXY STATEMENT |
ELECTION OF DIRECTORS
 | Principal Occupation and Experience Eugenia Ulasewicz has a plural board career serving on numerous international retail sector public company boards and is a global retail industry expert, most recently as the President of Burberry Group plc’s Americas 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 two additional publicly traded companies, including Vince Holding Corp., a global luxury apparel and accessories company, since April 2014, and Dufry Group, the world’s largest global travel retailer, since May 2021. Previously, she served as a director of ASOS pic, a global online fashion retailer, from April 2020 to January 2023, 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: 69 Director Since: Gender Identification: | ||||||||
Committees Corporate Citizenship & Sustainability (Chair) Human Capital Management & Compensation | Public Directorships Vince Holding Corp. Dufry Group | Former Directorships ASOS plc Bunzl plc Hudson Ltd. | ||||||
 | Principal Occupation and Experience Dontá Wilson has served as Chief Retail and Small Business Banking Officer at Truist Financial Corporation, 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 23,000 teammates in the retail, small business and premier segments at Truist, is responsible for more than 2,100 community banking branches; 3,200 ATMs; 12 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 joined Truist’s predecessor in 1995 and has held various positions of increasing responsibilities. Prior to becoming Chief Client Experience Officer, he served as the Group/State President for Georgia from 2014 to 2016 and President for 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, financial, marketing and data analytics expertise, 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: 46 Director Since: Gender Identification: | ||||||||
Committees Finance Human Capital Management & Compensation | ||||||||
 | The Board of Directors Recommends a Vote “FOR” Each of the Nominees Named Above. |
SIGNET JEWELERS | ||||
2023 PROXY STATEMENT |
Board of Directors and
Corporate Governance
ROLE OF THE BOARD
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 risk management 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 | 17 | 2023 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,
SIGNET JEWELERS | 18 | 2023 PROXY STATEMENT |
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
ethnicity, genderage and other qualities in order to maintain an appropriate range and balance of skills, experience and
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) 15thher 12th 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. In addition to considering director tenure, the Governance & Technology Committee must (1) regularly review the structure, size and composition of the Board and make recommendations with regard to any changes, and (2) evaluate each incumbent director’s specific experience, qualifications, attributes, skills, performance, independence, diversity and experience required in light of the Company’s business and structure before recommending the nomination of that director for an additional term. The Director Tenure Policy is available on request from the Corporate Secretary and at
BOARD PRACTICES AND PROCEDURES
Director Attendance at the Annual Meeting of Shareholders
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 2020,2023, the Board met elevenseven times (including meetings by telephone)video conference). AllOn average, the incumbent Directors attended at least 75%over 95% of the aggregate number of meetings of the Board and those Board committeesCommittees on which they served during Fiscal 2023 and no single incumbent Director attended less than 82% of the meetings of the Board and Board Committee on which they served during Fiscal 2023.
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 and Committee meetings; |
| ◆ | how the Board’s and each Committee’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 and Committee 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 | 19 | 2023 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 2023, 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. From time to time, the Board also engages outside speakers to present to the Board on topics such as governance trends, cybersecurity and ESG issues.
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 | 20 | 2023 PROXY STATEMENT |
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
BOARD OVERSIGHT OF RISK
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 | 21 | 2023 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, consists 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 in Fiscal 2020.
As the effects of COVID-19 lingered into Fiscal 2023, the Board continued to monitor health and safety protocols and the changes in our operations and policies, such as remote and hybrid work arrangements and distribution capabilities, as well as continued risks associated with macroeconomic conditions that stemmed from or were exacerbated by the pandemic, such as a prolonged economic downturn, shifts in consumer spending, rising inflation and supply chain disruptions.
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 based on 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 2023 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 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 2023, 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; |
| ◆ | 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; |
SIGNET JEWELERS | 22 | 2023 PROXY STATEMENT |
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| ◆ | 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 executive officers and any other recipient of an incentive award as determined by the Human Capital Management & Compensation Committee 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 Director Nominationsother team members as required by NYSE listing rules, and the Code of Ethics for Senior Officers, which applies to the Chairman, independent Directors, CEO 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/documents-and-charters/.
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 2023.
BOARD COMMITTEES
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 at www.signetjewelers.com/investors/corporate-governance/documents-and-charters/.
SIGNET JEWELERS | 23 | 2023 PROXY STATEMENT |
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
The composition as of May 4, 2023, key roles and responsibilities, and number of meetings held in Fiscal 2023 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 | ◆ | ◆ | ||||||||
Helen McCluskey | C | ◆ | ||||||||
Sharon L. McCollam | C | ◆ | ||||||||
Nancy A. Reardon | C | ◆ | ||||||||
Jonathan Seiffer | ◆ | ◆ | ||||||||
Brian Tilzer | ◆ | ◆ | ||||||||
Eugenia Ulasewicz | ◆ | C | ||||||||
Dontá L. Wilson | ◆ | ◆ | ||||||||
Number of Meetings Held in Fiscal 2023 | 7 | 5 | 4 | 4 | 7 | |||||
| (1) | 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 reporting and audit, processes for risk management and the Company’s systems of internal control over financial reporting and disclosure controls and procedures. 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, including with respect to any climate risk disclosures that may be required by the SEC; ◆ 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 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 | 24 | 2023 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 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 diversity, equity and inclusion; team member engagement; and team member experience practices, including Signet’s Love for Our 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; ◆ Design, structure and performance metrics of any annual cash bonus and long-term equity-based compensation plans and recommendation to the Board for approval; ◆ 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 Compensation Discussion and Analysis section of this Proxy Statement below. |
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 risk oversight and management 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 risk oversight and management 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, and regarding the Board and Committee evaluation process, see “Board and Committee Self-Evaluation” above. |
SIGNET JEWELERS | 25 | 2023 PROXY STATEMENT |
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Corporate Citizenship & Sustainability Committee |
Roles and Responsibilities Primary function is to oversee strategies and actions that drive Signet’s Corporate Purpose, its sustainability policies and practices, progress on the Company’s Corporate Sustainability Goals (“CSGs”), and its Environmental, Social and Governance (“ESG”) reporting and disclosures. Responsibilities include the oversight, review and/or provision of advice, as appropriate, of the: ◆ Company’s CSG and ESG strategies, including how these strategies align with the Company’s overall business strategy and objectives of protecting and enhancing the reputation, brand image and external representation of the culture of the Company; ◆ External risks and developments, including climate change and developments in ESG frameworks and regulatory changes, which are likely to have a significant influence on the Company’s reputation and/or its ability to conduct its business appropriately as a good corporate citizen; ◆ Implementation and effectiveness of appropriate policies, initiatives, systems and supporting measures and communications 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.
SIGNET JEWELERS | 26 | 2023 PROXY STATEMENT |
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
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 all properly submitted 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, without limitation, 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.
TRANSACTIONS WITH RELATED PARTIES
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 2020,2023, 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, our Chief Digital Innovation AdvisorOfficer and President, - JamesAllen.com,Digital Banners, 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 2020,2023, the Company paid approximately $404,362$1,075,464 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.2023, Roie Edelman’s total compensation was $220,000.
SIGNET JEWELERS | 27 | 2023 PROXY STATEMENT | ||
Director Compensation
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 | ||||
| Annual Board Retainer (Chairman)(2) | $500,000 | |||
| Annual Board Retainer (other than Chairman)(3) | ||||
| Additional Annual Retainer to Committee Chairs | ||||
Audit Committee | $ 30,000 | |||
Human Capital Management & Compensation Committee | $ 25,000 | |||
Governance & Technology Committee | $ 20,000 | |||
Corporate Citizenship & Sustainability Committee | ||||
Finance Committee | ||||
| (1) | We pay annual cash retainers in quarterly installments. |
| (2) | Effective June 17, 2022, the Chairman’s annual retainer was rebalanced from $280,000 paid in cash and $220,000 paid in Common Shares to $260,000 paid in cash and $240,000 paid in Common Shares. The Common Shares are paid on the day of the Annual Meeting of Shareholders. |
| (3) | Split into a cash amount of $105,000 and $160,000 paid in Common Shares on the day of the Annual Meeting of Shareholders. Effective June 17, 2022, the portion of the annual non-Chairman retainer payable in Common Shares was increased from $140,000 to $160,000. |
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 | Stock awards(1) | Total | |||
| H. Todd Stitzer | $269,265 | $231,646 | $500,911 | |||
| André V. Branch | $105,000 | $154,450 | $259,450 | |||
| R. Mark Graf | $125,000 | $154,450 | $279,450 | |||
| Zackery Hicks | $105,000 | $154,450 | $259,450 | |||
| Helen McCluskey | $125,000 | $154,450 | $279,450 | |||
| Sharon L. McCollam | $135,000 | $154,450 | $289,450 | |||
| Nancy A. Reardon | $130,000 | $154,450 | $284,450 | |||
| Jonathan Seiffer(2) | $105,000 | $154,450 | $259,450 | |||
| Brian Tilzer | $105,000 | $154,450 | $259,450 | |||
| Eugenia Ulasewicz | $125,000 | $154,450 | $279,450 | |||
| Dontá L. Wilson | $105,000 | $154,450 | $259,450 | |||
| (1) | 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 2022 annual meeting of shareholders on the day of such meeting. |
| (2) | Mr. Seiffer’s cash fees were payable to Leonard Green. |
SIGNET JEWELERS | 28 | 2023 PROXY STATEMENT |
DIRECTOR COMPENSATION
DETERMINATION OF DIRECTOR COMPENSATION
The compensation of the independent Directors is determined by the full Board based 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.
Effective on June 17, 2022, to bring the total compensation of the non-Chairman independent Directors within the median of similarly sized comparator companies, including the Company’s compensation peer group described in the Compensation Committee retainedDiscussion & Analysis section of this Proxy Statement, the services ofBoard approved an independent compensation consultant, Meridian Compensation Partners (“Meridian”) to advise on compensation matters in Fiscal 2020. Meridian provided servicesincrease to the Compensationequity component of the annual retainer fees from $140,000 to $160,000, while maintaining the same cash retainer of $105,000. This was the first increase to the non-Chairman independent director compensation since 2015. There were no changes to the retainer fees for Committee Chairs during Fiscal 2023.
In addition, while the total annual retainer fee payable to the Chairman remained at $500,000, effective June 17, 2023, the Board approved a re-balancing of the Chairman’s compensation to more closely align with the other independent Board members by reducing the cash retainer fee from $280,000 to $260,000 and increasing the equity component of the Chairman’s compensation from $220,000 to $240,000.
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 and 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 21, 2023, each of our independent Directors had achieved their share ownership requirements, except for Dontá L. Wilson, who joined our Board in February 2021 and remains on pace to meet his ownership requirements.
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
SIGNET JEWELERS | 29 | 2023 PROXY STATEMENT |
Sustainability at Signet
Now, more than ever, companies have a responsibility to articulate commitments and has determinedseek to deliver purposeful achievements to confront global challenges, such as climate change and leadership equity, that Semlercreate 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 independentintegral 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 through our 2030 Corporate Sustainability Goals (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 that its engagement does not raise any conflictESG reporting standards and frameworks such as the SASB standards, now part of interest.
RECENT MILESTONES
Signet is committed to communicating transparently about meaningful sustainability-related activities and results to stakeholders. We made significant progress in Fiscal 2020.
FISCAL 2023 AND FISCAL 2024 TO DATE |
◆ Published our second Corporate Citizenship and Sustainability Report, including our first progress update 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 2022) ◆ Expanded commitment to sustainability leadership through our direct supply chain by expanding the open-sourced Signet Responsible Sourcing Protocol to require Environmental and Social data collection from our direct suppliers. (September 2022) ◆ Earned designation as a Great Place to Work-Certified™ company for the third year in a row. (November 2022) ◆ Included in 2023 Bloomberg Gender-Equality Index (GEI) for the fifth consecutive year. (January 2023) ◆ Signet Celebrated the 10-year anniversary of our industry leading “Signet Responsible Sourcing Protocol” with the launch of “The Signet Promise” (March 2023) | ||||
SIGNET JEWELERS | 30 | 2023 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) and its ESG reporting and disclosures. As part of this oversight, the Committee considers how the Company’s CSG and ESG strategies align with the Company’s overall business strategy and objectives of protecting and enhancing the reputation, brand image and external representation of the culture of the Company, and monitors external risks and developments, including climate change and developments in ESG frameworks and regulatory changes. The Committee will have responsibility for overseeing disclosure regarding the Board’s oversight of climate change risk in accordance with any new SEC rules. 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. Audit Committee ◆ The Audit Committee provides oversight of the Company’s SEC disclosures, including with respect to any climate data or risk disclosures that may be required by the SEC. | ||||
The Corporate Citizenship and Sustainability Report will be accessible at www.proxydocs.com/SIG.
SIGNET JEWELERS | 31 | 2023 PROXY STATEMENT |
Signet’s Approach to
Human Capital Management
Our approach to human capital management starts with our core value of “People First” and aims at creating a truly inclusive, innovative, and collaborative company culture. As a retail company, sales and customer relationships are at the core of our business model. Our success depends on our ability to attract, develop, and retain highly engaged and motivated team members who are deeply connected to our Purpose of Inspiring Love. The execution of our Inspiring Brilliance business strategy is supported by our confidence in the Signet team and our commitment to their overall success and personal growth. We believe that thriving and engaged team members are integral to Signet’s success. In Fiscal 2023, we enhanced our team member experience with tangible success.
In Fiscal 2023, Signet was named by Great Place to Work® and Fortune magazine as one of the Compensation Committee, including2022 Best Workplaces in Retail™ for the rolefirst time. We believe that our team member experience differentiates us from our retail peers and prioritizes benefits, compensation, rewards and training while energizing the team around our shared Purpose—Inspiring Love. As a result of consultantsour strategy to grow impassioned leaders dedicated to our Purpose, we have been able to recruit and management in the process of determining the amount and form of executive compensation, see CDA below.retain talent.
HUMAN CAPITAL MANAGEMENT ACCOMPLISHMENTS IN FISCAL 2023 AND FISCAL 2024 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. ◆ We began Fiscal 2023 with a fully implemented $15 per hour minimum base pay rate for all hourly US Signet team members in and applied the policy to inclusive of all new team members from acquisitions. ◆ We expanded health care benefits but did not raise health care premiums for team members. ◆ We held a series of manager meetings branded “The Loupe,” which included town halls to engage team members on our Purpose, team member experience, and strategy. In addition, we reinstated the annual incentive trip to Hawaii for retail team members. | We are committed to cultivating and advancing diversity in all forms, as well as building a strong inclusive culture. In Fiscal 2023: ◆ 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. ◆ First cohort completed the University Relations Summer Intern Program for 2022 in partnership several universities, including a Historically Black College/University (HBCU). ◆ Zales recently announced its sponsorship of the Black College Football Hall of Fame (BCFHOF), becoming the official jeweler of the BCFHOF. As part of the partnership, Zales will also create the first-of-its-kind induction ring which will presented to the Class of 2023. ◆ In addition to mandatory “Unconscious Bias” training for all team members, launched two-part training on Building an Inclusive Culture. As of January 28, 2023, in North America and excluding Blue Nile: 41% of vice president positions and above are held by women, with women comprising 57% of our most senior leadership team. 14% of vice president positions and above are held by people of color, with people of color comprising 10% of our most senior leadership team. In our Retail Stores: 75% 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 | 32 | 2023 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 2023, 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. In Fiscal 2023, Signet launched its Enterprise Mentoring Program to support personal and career growth. New cohorts are launched each quarter with afresh cohort of mentoring pairs. More than 650 Signet team members participated in the program in Fiscal 2023. Signet’s leadership development and training strategy has three components: ◆ Leadership and Culture; ◆ Functional skills; and ◆ Industry and Jewelry Expertise. In Fiscal 2023, Signet continued its 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 2023, Signet continued to invest in its learning platform, Brilliant University, to support 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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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 | 33 | 2023 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 and Fiscal 2023, all KPMG services and fees shown in the table below were disclosed to and/or 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). pursuant to this policy. 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 2020 and Fiscal 2019 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 20202023 and Fiscal 20192022 for their respective audits of the Company’s consolidated financial statements and the effectiveness of internal control over financial reporting for Fiscal 20202023 and Fiscal 2019,2022, reviews of the Company’s unaudited condensed consolidated interim financial statements and other services rendered by KPMG during Fiscal 20202023 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 2023 (millions) | Fiscal 2022 (millions) | |||||||
Audit fees | $ | 4.3 | $ | 4.0 | ||||
Audit-related fees(1) | $ | — | $ | 1.5 | ||||
Tax fees(2) | $ | 0.3 | $ | 0.5 | ||||
All other fees | $ | — | $ | — | ||||
Total fees | $ | 4.6 | $ | 6.0 | ||||
| (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 | 34 | 2023 PROXY STATEMENT |
Report of the Audit Committee
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 28, 2023 (“Fiscal 2020”2023”) and February 2, 2019January 29, 2022 (“Fiscal 2019”2022”), and the related audited consolidated income statements, statements of operations, comprehensive income statements of(loss), cash flows, and statements of shareholders’ equity (collectively, the “Audited Financial Statements”), for each of Fiscal 2020,2023, Fiscal 2019,2022, and the fiscal year ended February 3, 2018January 30, 2021 (“Fiscal 2018”2021”). These balance sheets and statements (the “AuditedAudited Financial Statements”) were auditedStatements and are the subject of reportsthe report by the Company’s independent registered public accounting firm, KPMG.KPMG LLP (“KPMG”). The Audited Financial Statements and related notes 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 20202023 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
Jonathan Seiffer
SIGNET JEWELERS | 35 | 2023 PROXY STATEMENT |
Ownership of the Company
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 21, 2023. 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) | ||||||
Select Equity Group, L.P. 380 Lafayette Street, 6th Floor New York, NY 10003, USA | 9,739,363 | (2) | 21.58 | % | ||||
BlackRock Inc. 55 East 52nd Street New York, NY 10055, USA | 8,424,400 | (3) | 18.67 | % | ||||
Leonard Green 11111 Santa Monica Boulevard, Suite 2000 Los Angeles, CA 90025, USA | 8,175,718 | (4) | 18.12 | % | ||||
The Vanguard Group, Inc. 100 Vanguard Boulevard Malvern, PA 19355, USA | 5,469,935 | (5) | 12.12 | % | ||||
Dimensional Fund Advisors LP 6300 Bee Cave Road, Building One Austin, TX 78746 | 2,329,838 | (6) | 5.16 | % | ||||
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 21, 2023, excluding 27,551 shares repurchased by the Company that were held for the account of the Company as of April 21, 2023 and awaiting transfer to the Company’s treasury account. |
| (2) | Based upon a Schedule 13G/A filed on February 14, 2023, Select Equity Group, L.P. (“Select LP”), SEG Partners II, L.P. (“SEG Partners II”), SEG Partners Offshore Master Fund, Ltd. (“SEG Offshore”) and George S. Loening (“Loening”) (collectively, “Select Equity”) jointly reported beneficial ownership of 9,739,363 Common Shares as follows: shared voting and shared dispositive power over 9,739,363 Common Shares by Select LP; shared voting and shared dispositive power over 3,913,271 Common Shares by SEG Partners II; shared voting and shared dispositive power over 2,339,005 Common Shares by SEG Offshore; and shared voting and shared dispositive power over 9,739,363 Common Shares by Loening. |
| (3) | Based upon a Schedule 13G/A filed on January 23, 2023, BlackRock Inc. reported beneficial ownership of 8,424,400 Common Shares as follows: sole voting power over 8,212,445 Common Shares and sole dispositive power over 8,424,400 Common Shares. |
| (4) | Based upon a Schedule 13D/A filed on March 13, 2023, 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”) have shared voting and shared dispositive power of 8,175,718 Common Shares as follows: 625,000 Preferred Shares, which as of April 21, 2023 are convertible into 8,140,776 Common Shares, and (ii) 34,942 Common Shares, of which 20,579 Common Shares are owned by Mr. Seiffer and held for the benefit of Leonard Green (including 2,667 RSUs, which are subject to certain vesting and forfeiture provisions) and 14,363 are owned by Mr. Sokoloff and held for the benefit of LGP. |
| (5) | Based upon a Schedule 13G/A filed on February 9, 2023, The Vanguard Group, Inc. (“Vanguard”) reported beneficial ownership of 5,469,935 Common Shares as follows: shared voting power over 39,905 Common Shares, sole dispositive power over 5,385,262 Common Shares and shared dispositive power over 84,673 Common Shares. |
| (6) | Based upon a Schedule 13G filed on February 10, 2023, Dimensional Fund Advisors LP reported beneficial ownership of 2,329,838 Common Shares as follows: sole voting power over 2,280,305 Common Shares and sole dispositive power over 2,329,838 Common Shares. |
SIGNET JEWELERS | 36 | 2023 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 21, 2023 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) | 53,978 | 4,000 | 57,978 | * | ||||||||||||
André V. Branch(4) | 5,440 | 2,667 | 8,107 | * | ||||||||||||
Virginia C. Drosos(4)(5) | 696,946 | 144,075 | 841,021 | 1.86 | % | |||||||||||
R. Mark Graf(4) | 22,804 | 2,667 | 25,471 | * | ||||||||||||
Zackery A. Hicks(4) | 19,627 | 2,667 | 22,294 | * | ||||||||||||
Helen McCluskey(4) | 26,168 | 2,667 | 28,835 | * | ||||||||||||
Sharon L. McCollam(4) | 21,900 | 2,667 | 24,567 | * | ||||||||||||
Nancy A. Reardon(4) | 21,781 | 2,667 | 24,448 | * | ||||||||||||
Jonathan Seiffer(4)(6) | 17,912 | 2,667 | 20,579 | * | ||||||||||||
Brian Tilzer(4) | 20,781 | 2,667 | 23,448 | * | ||||||||||||
Eugenia Ulasewicz(4) | 25,977 | 2,667 | 28,644 | * | ||||||||||||
Dontá L. Wilson(4) | 2,740 | 2,667 | 5,407 | * | ||||||||||||
Joan M. Hilson(7) | 160,286 | 31,264 | 191,550 | * | ||||||||||||
Jamie L. Singleton(7) | 115,848 | 36,255 | 152,103 | * | ||||||||||||
Rebecca S. Wooters(7) | 75,361 | 16,482 | 91,843 | * | ||||||||||||
Oded Edelman(7) | 192,908 | 12,102 | 205,010 | * | ||||||||||||
All Current Executive Officers and Directors as a group (21 persons) | 1,732,354 | 330,713 | 2,063,067 | 4.54 | % | |||||||||||
| (1) | No Common Shares are pledged as security. All Common Shares are owned directly with the exception of Oded Edelman, who holds 55,398 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 21, 2023, excluding 27,551 shares repurchased by the Company that were held for the account of the Company as of April 21, 2022 and awaiting transfer 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 8,140,776 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 2023 were timely filed with the exception of one late Form 4 for Vincent Ciccolini and each of the executive officers listed within the “Executive Officers of the Company” section of this Proxy Statement except for Oded Edelman, reporting the withholding of shares for tax purposes associated the vesting of restricted stock units on April 27, 2022, which Form 4s were filed before the markets opened on the next trading day following the filing deadline due to an administrative error.
SIGNET JEWELERS | 37 | 2023 PROXY STATEMENT |
Executive Officers of the Company
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 | 60 | Chief Executive Officer | ||
| Joan M. Hilson | 63 | Chief Financial, Strategy and Services Officer | ||
| William R. Brace | 56 | President, KAY Jewelers | ||
| Oded Edelman | 56 | Chief Digital Innovation | ||
| Mary Elizabeth Finn | 62 | Chief People Officer | ||
| Stephen E. Lovejoy | 57 | Chief Supply Chain Officer | ||
| Howard A. Melnick | 61 | Chief Information Officer and Enterprise Analytics | ||
| Stash Ptak | 44 | General Counsel and Senior Vice President Legal Compliance and Risk | ||
| Jamie L. Singleton | 61 | Group President | ||
| Rebecca S. Wooters | 52 | Chief Digital Officer | ||
Virginia C. Drosos 57
Joan M. Hilson 60
William R. Brace has served as President of JamesAllen.comKAY Jewelers, Signet’s largest banner, since 2007. Mr.January 2023. He has over 30 years of experience growing and leading retail brands and businesses. He joined Signet in September 2018 as Executive General Manager of Jared and later served as President of Jared from May 2021 to January 2023. In addition to his leadership of Jared, he also served as Signet’s Chief Marketing Officer from September 2018 to May 2021 and President of Jewelry Services from May 2021 to January 2023. Prior to Signet, he held a wide range of executive leadership responsibilities during a 29-year career at Procter & Gamble, a multinational consumer goods corporation, where he created enduring growth successes on several billion-dollar brands and business.
Oded Edelman has served as Chief Digital Innovation Officer since September 2017 and President of Signet’s Digital Banners since August 2022, overseeing online diamond and jewelry retailers JamesAllen.com and BlueNile.com. In addition, Mr. Edelman is the founder and Chief Executive Officer of R2Net Inc., the parent company of online diamond and bridal jewelry retailer, James Allen, since he founded itJamesAllen.com, established in 2007. He also servespreviously served as the President of JamesAllen.com. Signet completed the acquisition of R2Net Inc. on September 12, 2017.JamesAllen.com from 2007 to August 2022. Mr. Edelman has decades ofextensive experience in the diamond industry.
Mary Elizabeth Finn 59,
Stephen E. Lovejoy 54,
SIGNET JEWELERS | 38 | 2023 PROXY STATEMENT |
EXECUTIVE OFFICERS OF THE COMPANY
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.
Howard A. Melnick 58,
Stash Ptak became General Counsel and Senior Vice President Legal, Compliance and Risk in June 2019 and oversees Signet’s legal, governance, compliance, enterprise risk management and asset protection functions. 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,
leadership, including merchandising, design, product development, sourcing, marketing, data analytics and customer experience. As Group President and Chief Consumer Officer, she is responsible for KAY Jewelers, Peoples, Zales, Banter by Piercing Pagoda, marketing and merchandise sourcing for Signet. Previously, she served as President of Kay, Zales and Peoples infrom March 2019 following her service asto November 2022, Chief Marketing Officer from May 2021 to November 2022, 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,
SIGNET JEWELERS | 39 | 2023 PROXY STATEMENT |
Proposal 3: Approval, on a Non-Binding Advisory Basis, of the Compensation of the Company’s Named Executive Officers
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 | 40 | 2023 PROXY STATEMENT |
Proposal 4: Approval, on a Non-Binding Advisory Basis, of the CompensationFrequency of the Company’s NEOs as Disclosed in this 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 frequency of the Say-on-Pay vote. Shareholders may indicate whether they would prefer an advisory vote on NEO compensation to be held every one, two or three years. |
Signet is required by the Dodd-Frank Act to inquire of shareholders, at least once every six years, how frequently they would like the Say-on-Pay vote to be held – every one, two or three years. Currently, consistent with the preference expressed by shareholders at the Company’s 2017 Annual General Meeting of Shareholders, the policy of the Board is to solicit an advisory vote on executive compensation ever year. Accordingly, the Board is recommending that, in accordance with good corporate governance and transparency, that shareholders continue to be given such a vote on an annual basis. In formulating its recommendation, the Board considered that an annual advisory vote on executive compensation allows shareholders to provide their direct input on compensation philosophy, policies and practices as disclosed in the proxy statement every year.
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 will take into account the outcome of the vote when considering how frequently to hold the Say-on-Pay vote.
| The Board of Directors Recommends a Vote for the frequency of the Say-On-Pay Vote to be every “One Year” |
SIGNET JEWELERS | 41 | 2023 PROXY STATEMENT |
Executive Compensation
TABLE OF CONTENTS
| Executive Summary | ||||||||||||
| Our Commitment to Pay for Performance | ||||||||||||
| How Executive Compensation is | ||||||||||||
| Competitive Benchmarking Analysis | ||||||||||||
| Elements of NEO Compensation | ||||||||||||
| Other Policies and Practices | ||||||||||||
| Deductibility of Executive Compensation | ||||||||||||
| COMPENSATION COMMITTEE REPORT | ||||||||||||
| Summary Compensation Table | ||||||||||||
| Grants of Plan-Based Awards | ||||||||||||
| Outstanding Equity Awards | ||||||||||||
| Option Exercises and Shares Vested | ||||||||||||
| Non-Qualified Deferred Compensation | ||||||||||||
| NEO AGREEMENTS | ||||||||||||
| Termination Protection Agreements | ||||||||||||
| TERMINATION PAYMENTS | ||||||||||||
| CEO PAY RATIO | 43 43 44 47 48 49 50 56 57 58 59 60 60 61 63 64 64 65 65 67 69 73 74 |  | VIRGINIA C. DROSOS CHIEF EXECUTIVE OFFICER | |||||||||
| JOAN M. HILSON CHIEF FINANCIAL, STRATEGY AND SERVICES OFFICER | |||||||||||
| JAMIE L. SINGLETON GROUP PRESIDENT AND CHIEF CONSUMER OFFICER | |||||||||||
| REBECCA S. WOOTERS CHIEF DIGITAL OFFICER | |||||||||||
| ODED EDELMAN CHIEF DIGITAL INNOVATION OFFICER AND PRESIDENT, DIGITAL BANNERS | |||||||||||
SIGNET JEWELERS | 42 | 2023 PROXY STATEMENT |
Compensation Discussion and Analysis
INTRODUCTION
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, Strategy and Services Officer | |
| Jamie L. Singleton | Group President | |
| Rebecca Wooters | Chief | |
| Oded Edelman | Chief Digital Innovation Officer and President, Digital Banners | |
Signet’s fiscal year ended January 28, 2023 (“Fiscal 2023”) marked the “CFO” or “Chief Financial Officer” in this CDA refer to Ms. Hilson.
With the Inspiring Brilliance strategy, the Company has taken certain measureslong-term goals of $9 to mitigate$10 billion in revenue, 11 to 12% market share, and a commitment to annual double-digit non-GAAP operating margin, as evidence of our financial strength. We believe Signet is uniquely positioned to deliver consistent market share growth and value creation given our significant leadership position in jewelry, an industry that tends to grow steadily from year-to-year and is more resilient to economic cycles than other parts of retail. In addition, the Company’s financial strength and flexible operating model are enabling continued strategic investments that we believe are widening our competitive advantage.
The foundations of Inspiring Brilliance are focused on four Where to Play strategies, which include: Winning in Big Businesses, like Bridal and our large and growing banners; Expanding our Playing Field, with a focus on growing our Accessible Luxury business; Accelerating Services, which creates opportunities to delight customers in their ownership experience of jewelry; and Leading Digital Commerce, as we believe that jewelry customers will increasingly desire a seamless unified retail experience. The Company is executing these growth strategies with three “how to Win” priorities:
| ◆ | Being consumer inspired: Leveraging research and advanced data analytics to understand jewelry customers’ needs at every touch point; |
| ◆ | Building a leading Connected Commerce experience: Offering enhanced shopping experiences with a full spectrum of touch points, enhanced fulfillment options, and virtual selling. This approach includes winning with customers wherever, whenever and however they want to engage; and |
| ◆ | Fostering a culture of innovation and agility: Unleashing the full potential of our talented team with a thriving culture of innovation including initiatives such as agile learning and fostering continued development of team members who are inspired by our Purpose to innovate and lead. Team members are invited to be their best self, introduced to ideas that grow their passion – not just their job — and inspired to deliver Signet’s purpose of inspiring more love in the world. |
SIGNET JEWELERS | 43 | 2023 PROXY STATEMENT |
COMPENSATION DISCUSSION AND ANALYSIS
We believe Signet’s team members’ response to Inspiring Brilliance has been overwhelming, with 85% saying they are proud of what we have accomplished and 84% saying they believe in our strategy. We are particularly pleased to be recognized as one of Fortune’s Top 20 Best Workplaces in Retail in 2023. Thanks to our passionate dedication to customers and focus on our Inspiring Brilliance transformation strategy, we continue to build momentum and drive growth.
EXECUTIVE SUMMARY
The connection between pay, performance and shareholder interests is critical in the design of all our executive compensation plans. The Company’s strong commitment to pay-for-performance is demonstrated in the range of payouts from threshold to target and from target to maximum based on aggressive performance goals in both our short-term and long-term plans. This alignment with shareholder interests is evidenced by the endorsement from our shareholders for our Say on Pay proposals. Over the past few years, shareholders have expressed a high level of support with the following percentage of votes cast in favor of our plans:
| ✓ | 98.2% in 2022 |
| ✓ | 98.4% in 2021 |
| ✓ | 92.7% in 2020 |
As reported in our 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 2023 and exceeded expectations. Results were impacted by the cessation of government stimulus programs, and inflationary headwinds. The impact of inflationary headwinds was exacerbated by the pandemicinitiation of the Russia-Ukraine war during the first half of the year. Despite these challenges, we delivered many notable achievements including:
| ◆ | Fiscal 2023 record-setting revenue of $7.84 billion a 0.2%% growth compared to last year |
| ◆ | eCommerce sales of $1.6 billion, up from $1.5 billion in Fiscal 2022 |
| ◆ | Acquired Blue Nile, the leader in on-line engagement ring sales with a younger, more diverse and more urban consumer base |
| ◆ | Significant progress on our strategic goals, including with respect to non-GAAP operating margin and adding an estimated 40 basis points of US market share to 9.7% |
Despite headwinds, volatility, and challenges in the macroeconomic environment, we delivered on the Company. following three key priorities to drive our results:
| ✓ | growing market share; |
| ✓ | achieving our targeted level of non-GAAP operating margin; and |
| ✓ | leveraging capital allocation to drive shareholder returns. |
We are proud of our team’s dedication, agility, and excellent execution to deliver solid results against expectations. However, given the significant external challenges that emerged during the year, these results did not clear the thresholds under our short-term annual incentive payout (“STIP”) for a corporate payout based on Comparable Sales or for Adjusted Operating Income. We did grow market share by an estimated 40 basis points and this level of achievement provided for an overall STIP payout of approximately 20% of target amounts.
While our short-term goals for Comparable Sales and Adjusted Operating Income were below threshold levels, the Company has not reducedcumulative results for the compensation earned bylong-term incentive program (“LTIP”) for the NEOsperiod of FY22-24 achieved a maximum performance target of 200% based on total Revenue growth and Free Cash Flow. This plan had a two-year performance period (to reflect uncertainty during Fiscal 2020, which is the subject of this CDACOVID-19 pandemic) and the Executive Compensation Tables, since such compensation wasawards vest over a three-year period to require an additional year of service for the award to be earned prior to the COVID-19 pandemic, it has deferred payout of the annual
Note: We did not make any COVID-19-related adjustments to the COVID-19 Pandemic” included in this CDA.measured results for any of our outstanding incentive plans.
SIGNET JEWELERS | 44 | 2023 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 | 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 | |
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 and based on an annual peer group benchmarking study. 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, financial planning services and physical examination expenses. The objective of the benefits package is to attract and retain talented executive officers over the course of their careers.officers.
SIGNET JEWELERS | 45 | 2023 PROXY STATEMENT |
COMPENSATION DISCUSSION AND ANALYSIS
Total Direct Compensation
The Human Capital Management and Compensation Committee (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 88% of the CEO’s total target compensation is variable pay, comprised of 60% at-risk (variable) and 28% time-vested (variable), with the remaining 12% base salary (fixed). |
| ◆ | The other NEOs’ average target compensation is approximately 75% variable pay, comprised of 55% at-risk (variable) and 20% time-vested (variable), with the remaining 25% 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 base salary or target annual STIP bonus since she was hired in Fiscal 2018. In Fiscal 2020,2023, 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 11.1% for Fiscal 2023. This adjustment was intended to position Ms. Drosos slightly within a competitive range of our CEO.peer median target total compensation.
Additionally, as described in more detail in the “Elements of NEO Compensation—Long-Term Incentive Plan” section of this CDA, the equity mix of Ms. Drosos’s LTIP remains split as 60% PSUs and 40% RSUs. The following tables setLTIP split is close to pre-COVID-19 levels with more emphasis on performance- based units. The table below sets forth a comparison between Fiscal 20192022 and Fiscal 20202023 total CEO target compensation, as well as the realized compensation amount during Fiscal 2020.compensation:
TARGET COMPENSATION
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| Fiscal 2022 Target | Fiscal 2023 Target | % Increase Year-Over-Year |
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| Base Salary | $1,500,000 | $1,500,000 | 0.0% |
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| Annual STIP Bonus | $2,250,000 | $2,250,000 | 0.0% |
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| Total Annual Cash | $3,750,000 | $3,750,000 | 0.0% |
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| Total Long-Term Equity | $7,500,000 | $8,750,000 | 16.7% |
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| Total Compensation | $11,250,000 | $12,500,000 | 11.1% |
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SIGNET JEWELERS | 46 | 2023 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
Commitment to Sound Compensation Practices and Governance
| WHAT WE DO | ||||||
◆ Align pay to Company strategy and performance |
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◆ Set rigorous, objective performance goals and tie vesting of performance-based equity awards to service over multiple years |
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◆ Ensure oversight of compensation and benefit programs |
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◆ Impose and monitor meaningful stock ownership requirements |
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◆ Maintain a Clawback Policy, adopting NYSE listing standards |
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◆ Retain independent compensation consultant |
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◆ Set maximum payout |
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◆ Mitigate undue risk in compensation programs |
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◆ Require double-trigger vesting for severance and change-in-control benefits and LTIP awards |
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| WHAT WE DO NOT DO | ||||||
◆ No excise tax gross-ups in connection with a change in control |
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◆ No dividend equivalents paid on |
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◆ No hedging transactions, short sales or pledging of Company stock |
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◆ No resetting of performance targets |
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◆ No excessive severance benefits |
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Consideration of “Say-on-Pay”“Say-on-Pay” Vote and Investor Outreach
In June 2019,2022, our Say-on-Pay proposal passed with 85.1%98.2% 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 future compensation program.
OUR COMMITMENT TO PAY FOR PERFORMANCE
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 quarter
| ◆ | Variable pay makes up 88% of the CEO’s compensation, with 60% at-risk and 28% time vested |
| ◆ | Variable pay for the other NEOs averages 75% with 55% at-risk and 20% 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 2023, the STIP performance metrics included:
| ◆ | 50% Adjusted Operating Income; |
| ◆ | 30% Market Share; and |
| ◆ | 20% Comparable Sales. |
SIGNET JEWELERS | 47 | 2023 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 2023 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 2023 PSU grant utilized metrics of 50% Free Cash Flow and 50% Revenue, each measured over two years (Fiscal 2023 through Fiscal 2024) 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.
HOW EXECUTIVE COMPENSATION IS DETERMINED
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 and team 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 assesses 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 broad-based benefits, executive benefits 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 |
SIGNET JEWELERS | 48 | 2023 PROXY STATEMENT |
COMPENSATION DISCUSSION AND ANALYSIS
| ◆ | 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/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; |
| ◆ | Advice 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 and 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, Strategy and Services 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 officers and others who do not report to the CEO subject to certain parameters with a total not to exceed $2.5 million, on an annual basis. Any grants made are reviewed at subsequent Committee meetings.
COMPETITIVE BENCHMARKING ANALYSIS
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 20202023 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 | 49 | 2023 PROXY STATEMENT |
COMPENSATION DISCUSSION AND ANALYSIS
For Fiscal 2020,2023, the Committee approved the group consisting of the following 16 companies, which are the same companies used for Fiscal 2019:
| Abercrombie & Fitch Co. | Foot Locker, Inc. | Ulta Beauty Inc. | ||||||
| American Eagle Outfitters, Inc. | Nordstrom Inc. | Urban Outfitters Inc. | ||||||
| Bath & Body Works, Inc. | PVH Corp. | V.F. Corporation | ||||||
| Capri Holdings Limited | Ralph Lauren Corporation | Victoria’s Secret & Co. | ||||||
| Dick’s Sporting Goods Inc. | Tapestry Inc. | Williams-Sonoma, Inc. | ||||||
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 | $ | 14.8 | $ | 7.3 | $ | 8.0 | ||||||||||
Market Capitalization (in billions) | $ | 3.6 | $ | 1.5 | $ | 26.8 | $ | 6.4 | $ | 7.7 | ||||||||||
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.
ELEMENTS OF NEO Compensation
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 20202023 and Fiscal 20192022 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.2022:
| ◆ | Ms. Drosos’s salary was not adjusted, based on market positioning. Her strong performance was recognized in variable pay increase (long-term incentive) only. |
| ◆ | Ms. Hilson received a $25,000 (2.9%) salary increase to recognize her expanded role, strong performance and to improve competitive positioning relative to experienced peers in the external market. |
| ◆ | Ms. Singleton received a $35,000 (4.2%) salary increase to recognize her expanded role and her experienced banner leadership and to improve her competitive positioning relative to market median pay. |
| ◆ | Ms. Wooters received a $20,000 (3.1%) salary increase, based on strong performance, market positioning and high demand for digital leadership and talent. |
| ◆ | Mr. Edelman received a $25,000 (4.3%) 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 2023 Salary* | Fiscal 2022 Salary | Salary Increase % | |||
Virginia C. Drosos | $1,500,000 | $1,500,000 | 0.0% | |||
Joan M. Hilson | $875,000 | $850,000 | 2.9% | |||
Jamie L. Singleton | $860,000 | $825,000 | 4.2% | |||
Rebecca Wooters | $670,000 | $650,000 | 3.1% | |||
Oded Edelman | $600,000 | $575,000 | 4.3% | |||
| * | Amounts shown are annualized. Salary increases were effective March 13,2022 and actual salary earned by each NEO during Fiscal 2023 is set forth in the Summary Compensation Table. |
SIGNET JEWELERS | 50 | 2023 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.
Fiscal 2020
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. 2023 STIP:
| ◆ | We continued with a full fiscal year performance cycle and maintained the two key performance metrics from Fiscal 2022, Comparable Sales (20% weighting for Fiscal 2023) and Adjusted Operating Income (50% weighting for Fiscal 2023). We believe these metrics are understood by team members and focus on driving profitable growth. |
| ◆ | Market share growth was added as a metric in Fiscal 2023 since this is a key strategic priority of Inspiring Brilliance expected to help drive achievement of our goal of $9 to $10 billion in revenue. The weighting for market share growth was 30% for Fiscal 2023. Signet’s plan to outgrow the market includes: |
| ◆ | Leading player in the industry, leveraging scale to ensure Signet takes market share in all environments |
| ◆ | Competition cannot match investments in advertising, omnichannel, planning & forecasting |
| ◆ | Continuous opportunities for expansion |
| ◆ | The Committee reviewed the possible adoption of environmental, social and governance (ESG) and diversity, equity and inclusion (DEI) goals for the Signet variable incentive compensation plans. The Committee concluded that goals and progress for ESG and DEI matters are being tracked and are receiving the necessary strategic priority with appropriate accountability, as we believe they help drive our growth in Market Share and Revenue. Further information on ESG/DEI can be seen within the “Sustainability at Signet” and “Signet’s Approach to Human Capital Management” sections of this Proxy Statement. |
| ◆ | The Committee maintained the 25% threshold payment and a maximum of 200% payout, similar to Fiscal 2022. |
For all NEOs, other than Ms. Singleton and Mr. Edelman, the Fiscal 2023 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 Group President and Chief Consumer Officer, Ms. Singleton’s Fiscal 2023 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 between(“KZP”) banner-specific performance targets. As Chief Digital Innovation Officer and President, Digital Banners, Mr. Edelman’s Fiscal 2023 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 2023 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.
SIGNET JEWELERS | 51 | 2023 PROXY STATEMENT |
COMPENSATION DISCUSSION AND ANALYSIS
Fiscal 2020,2023 STIP Target
Fiscal 2023 target and potential maximum STIP bonuses as a percentage of salary were as set out below. These bonus targets areremained the same as Fiscal 20192022 for thosethe CEO and the NEOs employed byinitially. In August 2022, 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 | 115% | 230% | ||
Jamie L. Singleton | 115% | 230% | ||
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 2023—Comparable Sales %* | 20% | (3.3)% | 3.0% | 5.5% | (6.1)% | 0% | ||||||
Fiscal 2023—Market Share %** | 30% | 9.43% | 9.91% | 10.68% | 9.70% | 20.16% | ||||||
Fiscal 2023—Adjusted Operating Income (in millions)*** | 50% | $908 | $1,019 | $1,225 | $850 | 0% | ||||||
| * | Comparable sales include physical and eCommerce sales. |
| ** | Signet’s share of the US jewelry and watch market, which is estimated based on industry and transaction data from MasterCard, The NPD Group and other third-party sources. |
| *** | Adjusted Operating Income is a non-GAAP measure, calculated as consolidated operating income, adjusted to reflect net non-GAAP charges of $245.5 million related to litigation charges, certain asset impairments, and acquisition and integration-related costs. |
Signet’s performance metricsexceeded the threshold and was below the target for Market Share for Fiscal 2023. Signet’s performance, as well as the performance for Kay, Zales and Zales/Peoples applicable to Ms. Singleton,and James Allen, was below threshold for Adjusted Operating Income and Comparable Sales in Fiscal 2023. As part of the Fiscal 2020 STIP 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 target performance for STIP Operating Income, respectively, yet fell short of threshold on Same Store Sales, resulting in payouts on Ms. Singleton’s banner-specific portion of2023 year-end process, the STIP at 60.0% of target for Kay and 79.4% of target for Zales/Peoples, for an aggregate banner-specific payout at 69.7% of target
SIGNET JEWELERS | 52 | 2023 PROXY STATEMENT |
COMPENSATION DISCUSSION AND ANALYSIS
Mr. Edelman also received a 20.16% payout based on the achievement of Market Share, since the Kay, Zales and Peoples and James Allen banner specific Comparable Sales and Adjusted Operating Income were also below threshold. The resulting annual bonus payouts are shown in the table below:
| NEO | Total STIP Bonus Earned for Fiscal | |||
Virginia C. Drosos | $ | 453,600 | ||
Joan M. Hilson | $ | 188,249 | ||
Jamie L. Singleton | $ | 184,779 | ||
Rebecca Wooters | $ | 100,955 | ||
Oded Edelman | $ | 90, 284 | ||
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 2023 LTIP Grants
Fiscal 2023 LTIP grants were issued under the Omnibus Plan in March 2022 in a mix of 60% PSUs and 40% RSUs which was the same as Fiscal 2022.
| ◆ | Ms. Drosos’s target LTIP award value was increased by $1,250,000 to $8,750,000 to reward her outstanding Company leadership, and strong performance and to bring her pay within a competitive range of the market median. |
| ◆ | Ms. Hillson’s target LTIP award was initially increased from 225% to 240% of salary to reward her outstanding financial leadership, and strong performance and to bring her above the market median. In August of 2022 Ms. Hillson’s target LTIP award increased from 240% to 250% based on expanded responsibilities. |
| ◆ | Ms. Singleton’s target LTIP award was initially increased from 225% to 240% of salary to reward her outstanding banner leadership, strong progress of Kay and Zales and to bring her closer to the market median. In August of 2022 Ms. Singleton’s target LTIP award increased from 240% to 250% based on expanded responsibilities. |
| ◆ | Ms. Wooters’s target LTIP award was increased from 125% to 135% of salary to reward her outstanding progress in our digital transformation and her strong performance. |
| ◆ | Mr. Edelman’s target LTIP award was increased from 125% to 135%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 Award | |
Virginia C. Drosos | 583% of Base Salary | |
Joan M. Hilson | 250% of Base Salary | |
Jamie L. Singleton | 250% of Base Salary | |
Rebecca Wooters | 135% of Base Salary | |
Oded Edelman | 135% of Base Salary |
The number of time-based restricted sharesPSUs and performance-based restricted share unitsRSUs granted to NEOs in in March 2022 for the Fiscal 20202023 annual grant 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 of April 25, 2019, which was $25.18.date. The number of time-based restricted sharesPSUs and performance-based restricted share unitsRSUs were granted to each NEO in Fiscal 2020 using this award methodology is set forth in the “Grants of Plan-Based Awards” table and discussed in more detail below.
SIGNET JEWELERS | ||||
2023 PROXY STATEMENT | ||||
COMPENSATION DISCUSSION AND ANALYSIS
on a stock price of $71.53. On September 14, 2022, Ms. Singleton and actual performance as measured againstMs. Hilson received a prorated LTIP grant that reflected the targets will be disclosed at the endLTIP target increase from 240% to 250% of their respective base salaries in connection with their expanded responsibilities, based on a stock price of $63.51.
Fiscal 2023-2025 RSUs
One third of the three-year performance period.
| 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 | % | ||||||||
Fiscal 2023-2025 PSUs
The Committee elected to maintain a shortened performance measurement period of two cumulative years for the Fiscal 2023 PSUs, 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 2023 PSUs were weighted 50% on Free Cash Flow and 50% on Revenue similar to the Fiscal 2022 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 measure to be helpful in understanding how the Compensation Committeebusiness is generating cash from its operating and investing activities that can be used to meet the financing needs of the business.
LTIP Performance Targets
The PSUs will be earned based on Companythe level of achievement for two-year cumulative Free Cash Flow and Revenue and will pay out at 25% (minimum) upon achievement of threshold levels of target performance, in100% upon achievement of target performance and 200% upon achievement of the prior fiscal year. For time-based restricted sharemaximum target levels of performance (or on a linear basis between threshold and target or target and maximum levels) following completion of a three-year service period.
Fiscal 2023—2025 PSU Achievement Schedule
| Performance Measure | Weighting | Threshold (Pays 25% of Target Award) | Target (Pays 100% of | Maximum (Pays 200% of Target Award) | ||||
2-Year Cumulative Revenue |
50% |
95% of target performance |
100% |
106% of target performance | ||||
2-Year Cumulative Free Cash Flow |
50% |
84% of target performance |
100% |
114% of target performance |
The performance targets and actual performance as measured against the targets will be disclosed at the end of the two-year performance period.
SIGNET JEWELERS | 54 | 2023 PROXY STATEMENT |
COMPENSATION DISCUSSION AND ANALYSIS
Determinations Related to Vesting of Previously Granted Performance-Based LTIP Awards
In March 2023, the Committee certified performance results for the two-year performance period ending January 28, 2023 for the Fiscal 2022-2024 PSUs granted March 22, 2021. These awards grantedrequire an additional year of service for vesting purposes and will vest on February 3, 2024. These awards were weighted based on 50% Revenue and 50% on Free Cash Flow.
The Free Cash Flow and Revenue amounts used to determine the payouts were adjusted to exclude the following amounts related to the Diamonds Direct and Blue Nile Acquisitions, since these transactions were not contemplated at the times the goals were established (1) Free Cash Flow excludes $28 million and $21 million in Fiscal 2020, the pool was based on attaining an adjusted operating income performance hurdle for2022 and Fiscal 2019. The actual share awards granted from the pool were determined using the process described above under “Long-Term Incentive Grants2023, respectively, related to these acquisitions, and (2) Revenue excludes $133 million and $679 million in revenue in Fiscal 2020.”
No COVID-19-related adjustments were made to time, upon approvalthe performance goals for any of the Committee,outstanding LTIP cycles despite the Company may make specialdisruption of the pandemic on the Company’s ability to achieve such performance goals.
The performance for these measures under the Fiscal 2022 - 2024 PSUs is shown below. The awards inexceeded the form of a cash bonus or restricted share units to provide sign-on bonuses, retention incentives, or to recognize significant efforts, accomplishments or leadership transitions.
Performance Target | Weighting | Threshold (Pays 25% of Target Award) | Target (Pays 100% of | Maximum (Pays 200% of | Actual (1) | Share Award Vesting (as a Percentage of Target Award) | ||||||
Revenue (in millions) |
50% |
$12,075 |
$12,425 |
$12,795 |
$14,856 |
200% | ||||||
Adjusted Free Cash Flow (in millions) |
50% |
$575 |
$635 |
$710 |
$1,656 |
200% |
| (1) | See discussion of adjustments for the Diamonds Direct and Blue Nile acquisitions above. The actual cumulative two-year results prior to these adjustments were Revenue of $15.7 billion and Adjusted Free Cash Flow of $1.8 billion, which both exceeded the maximum goal for the metric. |
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 the 401(k) Plan the team members who participate receive a match of 50% of an employee’s elective salary deferral up to a maximum of 6% of the employee’s eligible compensation in order to be market competitive. The annual electiveteam member’s base salary deferral for each employee is subject to certain maximum statutory limitations.
Effective in March 2022, the retirement definition was harmonized across all compensation and 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 matching balances in the 401(k) and DCP prospectively once the retirement age and service is attained. Also, in the event of such retirement, the STIP provides for payment of a pro-rated target annual eligible compensation. Effective January 1, 2020,bonus and, for LTIP awards held for at least six months from the grant date, such awards will continue to vest and pay out post-retirement, subject to actual performance achievement for performance-based awards.
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 matching formula changed from 10%(described in more detail below under the “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 8%an investment fund for 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
SIGNET JEWELERS | 55 | 2023 PROXY STATEMENT |
COMPENSATION DISCUSSION AND ANALYSIS
employment for any reason, including retirement. In addition, we make a monthly payment of up to 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. Although the DCP also permits additional employer discretionary contributions, the Company did not make any additional discretionary contributionsabove referenced benefits contributed by us to Mr. 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.
| ◆ | The Company reimburses the cost of physical examinations for the CEO and the NEOs based in the US to facilitate and encourage maintaining proactive healthcare and well-being. |
| ◆ | The Company reimburses the cost of financial planning and tax preparation up to $15,000 annually to provide holistic financial and tax planning and support the optimization of Signet compensation and benefit programs. |
| ◆ | 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 covers 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. |
| ◆ | 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 2023 are specified in the Summary Compensation Table below. |
OTHER POLICIES AND PRACTICES
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 will seek to recover the difference from its officers subject to Section 16 of the Securities Exchange Act of 1934, as amended, and may seek to recover such amounts from other employees in the difference.discretion of the Board. 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 Clawback Policy is subject to applicable SEC or NYSE rules which will apply in lieu of the Company’s policy to the extent they are inconsistent, and the Company will amend its policy effective January 27, 2023 to incorporate updated NYSE listing standards once finalized. The Company will also provide disclosure of the Clawback Policy including recovered/recoverable amounts, as required by SEC rules. The terms and operation of the Clawback Policy are overseen by the Human Capital Management & Compensation Committee.
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 | 56 | 2023 PROXY STATEMENT |
COMPENSATION DISCUSSION AND ANALYSIS
All executives are expected to build their holding within five years from their appointment as an executive officer or other specified date. All executivesholdings and are required to hold 50% of net after-tax shares received upon vesting or payout until thesetheir respective holding requirements are met. Once achieved, the holding is to be maintained while the individual remains an officer of the Company. Currently, all NEOs are in compliance with the Share Ownership Policy.
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. |
DEDUCTIBILITY OF EXECUTIVE COMPENSATION
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 | 57 | 2023 PROXY STATEMENT |
Compensation Committee Report
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
Dontá Wilson
SIGNET JEWELERS | 58 | 2023 PROXY STATEMENT |
Compensation Committee Interlocks and Insider Participation
The directors who served on the Human Capital Management & Compensation Committee during Fiscal 2023 were Nancy Reardon, R. Mark Graf, Jonathan Seiffer, Eugenia Ulasewicz and Dontá Wilson. The Human Capital Management & Compensation Committee determines the compensation of the CEO and makes recommendations to the Board with respect to the compensation of the other executive officers of the Company, including those listed in the Summary Compensation Table included in this Proxy Statement. Ms. Drosos did not participate in decisions regarding her own Fiscal 2023 compensation.
No member of the Human Capital Management & Compensation Committee was, at any time during Fiscal 2023 or at any other time, an officer or employee of the Company, and no member of this Committee had any related party transaction with the Company requiring disclosure under Item 404 of Regulation S-K under the Exchange Act. During Fiscal 2023, none of the executive officers of the Company served as a member of the board or compensation committee of any other entity that has one or more officers serving as a member of the Company’s Board or Human Capital Management & Compensation Committee.
SIGNET JEWELERS | 59 | 2023 PROXY STATEMENT |
Executive Compensation Tables
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation during Fiscal 2020,2023, Fiscal 20192022 and Fiscal 2018,2021, as appropriate 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 | 2023 | $ | 1,500,000 | $ | 0 | $ | 8,908,930 | $ | 453,600 | $ | 166,624 | $ | 11,029,154 | ||||||||||||||||||||||
| 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 | |||||||||||||||||||||||
Joan M. Hilson Chief Financial, Strategy and Services Officer | 2023 | $ | 872,115 | $ | 0 | $ | 2,168,299 | $ | 188,249 | $ | 31,497 | $ | 3,260,160 | ||||||||||||||||||||||
| 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 | |||||||||||||||||||||||
Jamie L. Singleton Group President, Chief Consumer Officer | 2023 | $ | 855,962 | $ | 0 | $ | 2,131,739 | $ | 184,779 | $ | 27,329 | $ | 3,199,809 | ||||||||||||||||||||||
| 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 | |||||||||||||||||||||||
Rebecca Wooters Chief Digital Officer | 2023 | $ | 667,692 | $ | 0 | $ | 920,935 | $ | 100,955 | $ | 39,921 | $ | 1,729,503 | ||||||||||||||||||||||
| 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) Chief Digital Innovation Officer and President, Digital Banners | 2023 | $ | 573,523 | $ | 0 | $ | 824,654 | $ | 90,284 | $ | 121,107 | $ | 1,609,568 | ||||||||||||||||||||||
| 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 | |||||||||||||||||||||||
| (1) | |
The amounts reflected in the table above |
| (2) | Mss. Hilson, Singleton, and |
| (3) | |
In accordance with FASB |
| (4) | Details of the annual LTIP grants including changes in annual targets are detailed in the “CDA-Fiscal 2023 LTIP Grants.” Mss. Hilson and Singleton Fiscal 2023 awards include a special one-time grant based on their expanded responsibilities related to organizational changes. Ms. Wooters Fiscal 2021 stock award included a $350,000 grant made pursuant to her offer of employment. |
The amounts in the table above reflect the actual STIP awards |
| (6) | |
The |
NEO | 401(k) Matching Contribution(a) | DCP Matching Contribution(a) | Dividends(b) | Health Care Reimbursements Related to Physical Exam | Life and Disability Insurance Premiums | Perquisites(c) | Total | ||||||||||||||||||||||||||||
Virginia C. Drosos | $ | 10,881 | $ | 90,000 | $ | 56,153 | $ | 1,800 | $ | 7,790 | $ | — | $ | 166,624 | |||||||||||||||||||||
Joan M. Hilson | $ | 10,188 | $ | — | $ | 9,825 | $ | — | $ | 11,484 | $ | — | $ | 31,497 | |||||||||||||||||||||
Jamie L. Singleton | $ | 10,183 | $ | — | $ | 5,662 | $ | — | $ | 11,484 | $ | — | $ | 27,329 | |||||||||||||||||||||
Rebecca Wooters | $ | 9,681 | $ | 26,692 | — | $ | — | $ | 3,548 | $ | — | $ | 39,921 | ||||||||||||||||||||||
Oded Edelman | $ | — | $ | — | $ | 3,928 | $ | — | $ | — | $ | 117,179 | $ | 121,107 | |||||||||||||||||||||
| 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 both plans became effective January 2021. |
| (b) | Represents payment of the accrued dividend on the restricted share awards (“RSAs”) that vested on April 25, 2022. |
| (c) | Amount reported for Mr. Edelman includes certain Israeli benefits, including employer contributions in Fiscal 2023 to Mr. Edelman’s pension fund ($33,978), education fund ($40,115), and severance fund ($43,086). |
SIGNET JEWELERS | 60 | 2023 PROXY STATEMENT |
EXECUTIVE COMPENSATION TABLES
| (7) | |
Mr. Edelman’s primary work location is in Israel and the salary is paid in New Israeli Shekels (NIS) on a monthly basis, similar to other Israeli team members. Mr. Edelman elected to receive cash in lieu of having supplemental deposits (in excess of satisfying the Israeli statutory requirements) for |
The table below provides the potential value of Fiscal 2020 performance-based restricted share units2023 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 | $ | 5,345,358 | $ | 10,690,716 | ||||
Joan M. Hilson | $ | 1,301,007 | $ | 2,602,015 | ||||
Jamie L. Singleton | $ | 1,279,085 | $ | 2,558,171 | ||||
Rebecca Wooters | $ | 552,561 | $ | 1,105,122 | ||||
Oded Edelman | $ | 494,807 | $ | 989,614 | ||||
GRANTS OF PLAN-BASED AWARDS
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(6) | Estimated Future Payouts Under Equity Incentive Plan Awards(7) | All other Stock Awards: Number of Shares or Units | Grant Date Fair Value of Stock and Option | |||||||||||||||||||||||||||||||||||||||||||||||
| NEO | Grant Date | Threshold | Target | Max | Threshold | Target | Max | |||||||||||||||||||||||||||||||||||||||||||
| Virginia C. Drosos | (1) |
|
|
| $ | 562,500 | $ | 2,250,000 | $ | 4,500,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
| (2) | March 18, 2022 |
|
|
|
|
|
|
|
|
| 18,349 | 73,395 | 146,790 |
|
|
| $ | 5,345,358 | |||||||||||||||||||||||||||||||
|
| (3) | March 18, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 48,930 | $ | 3,563,572 | |||||||||||||||||||||||||||
| Joan M. Hilson | (1) |
|
|
| $ | 251,563 | $ | 1,006,250 | $ | 2,012,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
| (2) | March 18,2022 |
|
|
|
|
|
|
|
|
| 4,404 | 17,614 | 35,228 |
|
|
| $ | 1,282,828 | |||||||||||||||||||||||||||||||
| (3) | March 18, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 13,858 | $ | 855,243 | |||||||||||||||||||||||||||
| (4) | Sept. 14, 2022 |
|
|
|
|
|
|
|
|
| 83 | 330 | 660 |
|
|
| $ | 18,180 | |||||||||||||||||||||||||||||||
|
| (5) | Sept. 14, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 220 | $ | 12,049 | |||||||||||||||||||||||||||
| Jamie L. Singleton | (1) |
|
|
| $ | 247,250 | $ | 989,000 | $ | 1,978,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
| (2) | March 18, 2022 |
|
|
|
|
|
|
|
|
| 4,328 | 17,313 | 34,626 |
|
|
| $ | 1,260,906 | |||||||||||||||||||||||||||||||
| (3) | March 18, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 13,451 | $ | 840,604 | |||||||||||||||||||||||||||
| (4) | Sept. 14, 2022 |
|
|
|
|
|
|
|
|
| 83 | 330 | 660 |
|
|
| $ | 18,180 | |||||||||||||||||||||||||||||||
|
| (5) | Sept. 14, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 220 | $ | 12,049 | |||||||||||||||||||||||||||
| Rebecca Wooters | (1) |
|
|
| $ | 125,625 | $ | 502,500 | $ | 1,005,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
| (2) | March 18, 2022 |
|
|
|
|
|
|
|
|
| 1,897 | 7,587 | 15,174 |
|
|
| $ | 552,651 | |||||||||||||||||||||||||||||||
|
| (3) | March 18, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5,058 | $ | 368,374 | |||||||||||||||||||||||||||
| Oded Edelman | (1) |
|
|
| $ | 112,500 | $ | 450,000 | $ | 900,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
| (2) | March 18, 2022 |
|
|
|
|
|
|
|
|
| 1,699 | 6,794 | 13,588 |
|
|
| $ | 494,807 | |||||||||||||||||||||||||||||||
|
| (3) | March 18, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4,529 | $ | 329,847 | |||||||||||||||||||||||||||
| (1) | |
Represents bonus opportunities under the |
SIGNET JEWELERS | 61 | 2023 PROXY STATEMENT |
EXECUTIVE COMPENSATION TABLES
| (2) | Represents |
| (3) | |
Represents time-based |
| (4) | |
Represents |
| (5) | Represents time-based |
| (6) | |
Performance must |
| (7) | |
Payouts of equity incentive plan awards may range from 0 shares to the maximum as described above. At threshold, |
| (8) | |
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 | 62 | 2023 PROXY STATEMENT |
EXECUTIVE COMPENSATION TABLES
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023
| 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 |
|
|
|
|
|
|
|
|
| 144,075 | (3) | $ | 10,949,700 | 81,521 | (6) | $ | 12,391,192 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
| 36,232 | (4) | $ | 2,753,632 | 73,395 | (7) | $ | 5,578,020 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
| 48,930 | (5) | $ | 3,718,680 |
|
|
|
|
|
| ||||||||||||||||
Joan M. Hilson |
|
|
|
|
|
|
|
|
| 31,264 | (3) | $ | 2,376,064 | 20,788 | (6) | $ | 3,159,776 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
| 9,239 | ((4) | $ | 702,164 | 17,614 | (7) | $ | 1,338,664 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
| 11,743 | (5) | $ | 892,468 | 330 | (8) | $ | 25,080 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
| 220 | (10) | $ | 16,720 |
|
|
|
|
|
| ||||||||||||||||
Jamie L. Singleton | 6,000 | (2) | $ | 39.72 | April 25, 2028 | 30,225 | (3) | $ | 2,299,380 | 20,176 | (6) | $ | 3,066,752 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
| 8,968 | (4) | $ | 681,568 | 17,313 | (7) | $ | 1,315,788 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
| 11,542 | (5) | $ | 877,192 | 330 | (8) | $ | 25,080 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
| 220 | (10) | $ | 16,720 |
|
|
|
|
|
| ||||||||||||||||
Rebecca Wooters |
|
|
|
|
|
|
|
|
| 16,482 | (3) | $ | 1,252,632 | 8,831 | (6) | $ | 1,342,312 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
| 3,925 | (4) | $ | 298,300 | 7,587 | (7) | $ | 576,612 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
| 5,058 | (5) | $ | 384,408 |
|
|
|
|
|
| ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
| 15,799 | (9) | $ | 1,200,724 |
|
|
|
|
|
| ||||||||||||||||
Oded Edelman |
|
|
|
|
|
|
|
|
| 12,102 | (3) | $ | 919,752 | 7,812 | (6) | $ | 1,187,424 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
| 3,472 | (4) | $ | 263,872 | 6,794 | (7) | $ | 516,334 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
| 4,529 | (5) | $ | 344,204 |
|
|
|
|
|
| ||||||||||||||||
| (1) | Calculated using the closing market price of the Company’s Common Shares on |
| (2) | |
The grant date for this stock option award was |
| (3) | The grant date for this RSU award was April 27, 2020. One third of this grant vests on each of the first, second and third anniversary of the grant date. As of |
| (4) | |
The grant date for this RSU award was |
| (5) | |
The grant date for this |
| (6) | |
The grant date for this PSU award was |
| (7) | |
The grant date for this PSU award was |
| (8) | The grant date for this PSU award was September 14, 2022. 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 February 3, 2024, and the award will vest and payout following an additional year of service on March 18, 2025. Performance associated with this award is expected to be at or slightly above threshold achievement, but below target. Amount reported reflects payout at target, which is 100% for such grant. |
| (9) | The grant date for this RSU award was April 16, 2020. One third of this grant vests on each of the first, second and third anniversary of the grant date. As of |
| (10) | |
The grant date for this RSU award |
SIGNET JEWELERS | 63 | 2023 PROXY STATEMENT |
EXECUTIVE COMPENSATION TABLES
OPTION EXERCISES AND SHARES VESTED
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 | 938,665 | $ | 69,660,245 | |||||
Joan M. Hilson | 193,878 | $ | 14,437,446 | |||||
Jamie L. Singleton | 160,949 | $ | 11,988,997 | |||||
Rebecca Wooters | 84,453 | $ | 6,357,478 | |||||
Oded Edelman | 74,335 | $ | 5,523,326 | |||||
| (1) | Represents the number of Common Shares acquired upon the vesting of PSUs at actual achievement, RSUs and restricted share awards (“RSAs”) during Fiscal 2023, inclusive of shares that were withheld for tax purposes upon vesting. The amount included with respect to PSUs includes the shares issued upon vesting of (a) the Fiscal 2020–2022 PSUs, which had a three-year performance period and were settled in March 2022 upon HCMC confirmation of the performance achievement following the end of Fiscal 2022 and (b) the Fiscal 2021–2023 PSUs, which had a two-year performance period, with the performance achievement also confirmed in March 2022 following the end of Fiscal 2022, followed by an additional year of vesting ending on January 28, 2023, which was the last day of Fiscal 2023. |
| (2) | The value realized on vesting of RSUs, RSAs and PSUs is equal to the average high and low price of the Common Shares on the applicable vesting date (or the then-most recent trading day), multiplied times the number of Common Shares acquired upon vesting, inclusive of the value of Common Shares that were withheld upon vesting for tax purposes, and, for RSAs, the dividends accrued thereon. |
NON-QUALIFIED DEFERRED COMPENSATION
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 2023. 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 | $ | 180,000 | $ | 90,000 | $ | (130,331 | ) | $ | (7,178 | ) | $ | 2,108,271 | ||||||||
Joan M. Hilson | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
Jamie L. Singleton | $ | — | $ | — | $ | 3,676 | $ | (22,889 | ) | $ | 149,574 | |||||||||
Rebecca Wooters | $ | 53,385 | $ | 26,692 | $ | 3,229 | $ | (351 | ) | $ | 88,784 | |||||||||
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 | $ | 1,873,123 | |||
Joan M. Hilson | $ | — | |||
Jamie L. Singleton | $ | 95,709 | |||
Rebecca Wooters | $ | 6,000 | |||
Oded Edelman | $ | — | |||
SIGNET JEWELERS | 64 | 2023 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 | $ | — | |
NEO Agreements
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 2023 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 20202023 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 amended and restated 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 is entitled to the following severance payments, subject to the execution and non-revocation of a release of claims, (a) if she is terminated by the Company without “cause” or (b) in the event the Company elects not to renew the termination protection agreement at the end of any term:
| ◆ | one and one-half times (1.5x) the sum of base salary and target annual bonus, payable 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 employed during the maximum vesting period applicable to the award, 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 employed during the vesting period, in each case payable in accordance with the LTIP and applicable award agreement; 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 is entitled to the following severance payments, subject to the execution and non-revocation of a release of claims, if in each case within one year following a “change of control” (as defined in the termination protection agreement): (a) she is terminated by the Company without “cause,” (b) she resigns for “good reason” (as defined in the termination protection agreement) or (c) in the event the Company elects not to renew the termination protection agreement at the end of any term:
| ◆ | 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 | 65 | 2023 PROXY STATEMENT |
NEO AGREEMENTS
| ◆ | awards granted pursuant to the LTIP would be paid in accordance with the terms of the LTIP and applicable award agreement, as discussed in the section “Termination Payments—Change of Control” included in this Proxy Statement, provided that if such award agreement does not expressly provide for any payment upon a resignation for good reason or termination due to non-renewal within one year following a change of control, Ms. Drosos is entitled to the same payment she would be entitled to receive upon a termination by the Company without cause following a change of control under the LTIP and applicable award agreement; and |
| ◆ | 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. |
Other NEO Termination Protection Agreements
Pursuant to the amended and restated termination protection agreements with our other NEOs, other than Ms. Santana,Mr. Edelman, each such NEO’s employment will continue until the agreement is terminated by the Company at any time by notifying the NEO in writing or by the NEO at any timeeither party upon at least 36090 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 amended and restated termination protection agreements also 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,an LTIP award, 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.
These NEOs are each entitled to the following 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):
| ◆ | one and one-half times (1.5x) the NEO’s base salary, payable 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; |
| ◆ | 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 employed during the maximum vesting period applicable to the award, 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 employed during the vesting period, in each case payable in accordance with the LTIP and the applicable award agreement; 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. |
These NEOs are each entitled to the following severance payments, subject to the execution and non-revocation of a release of claims, if the NEO resigns for “good reason”in each case 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,agreement): (a) the NEO will be entitled to:
| ◆ | 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 the NEO 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; |
| ◆ | awards granted pursuant to the LTIP would be paid in accordance with the terms of the LTIP and applicable award agreement, as discussed in the section “Termination Payments—Change of Control” included in this Proxy Statement, provided that if such award agreement does not expressly provide for any payment upon a resignation for good reason within one year following a change of control, the NEO is entitled to the same |
SIGNET JEWELERS | 66 | 2023 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.
payment the NEO would be entitled to receive upon a termination by the Company without cause following a change of control under the LTIP and applicable award agreement; 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 pro-rated 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 pro-rated 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 is terminated by reason of disability or if an NEO retires on or following their 60th birthday with at least five years of service, then such NEO shallwould be entitled 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-disparagement, on-defamation, non-solicitation and non-competition restrictions. Ms. Hilson, Ms. Finn and Ms. Singleton 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.
EMPLOYMENT AGREEMENT
Oded Edelman Employment Agreement
Mr. Edelman is party to that certain employment agreement, effective September 12, 2017, with R2Net Israel Ltd., a subsidiary of Signet, entered into a separation agreement with Ms. Santana (the “Separation Agreement”) in connection with her separation from servicethe Company, as Chief Financial Officer of Signet. Onamended by that amendment dated March 13, 2019, Sterling entered into a side letter to the Separation Agreement with Ms. Santana (the “Side Letter”). 15, 2022.
Pursuant to the Separationemployment 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 “good reason” within one year following a “change of control” (as those terms are defined in the amendment to the employment agreement) upon twelve months’ notice; (iii) he resigns for any other reason upon 30 days’ notice, (iii) his death; (iv) termination by reason of disability upon 30 days’ notice, 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 an LTIP award, 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.
SIGNET JEWELERS | 67 | 2023 PROXY STATEMENT |
NEO AGREEMENTS
Upon termination of Mr. Edelman’s employment described above, in lieu or requiring Mr. Edelman to continue to provide services during the applicable notice period, the Company may elect, at its option, to terminate Mr. Edelman’s employment immediately upon paying Mr. Edelman (or his estate) a lump sum equal to the salary and the Side Letter, Ms. Santana served as Chief Financial Officeremployer contributions to social contributions and other mandatory rights he would have received had he continued to be actively employed through such notice period (but in case of Signet through April 3, 2019,death, the date Signet filed its most recent Form 10-K, and then becamepay in lieu of notice would be equal to six months).
In addition, upon each type of termination (other than a senior advisor until April 30, 2019 (the “Termination Date”). As of the Termination Date, Ms. Santana becametermination for cause or resignation without good reason), Mr. Edelman would be entitled to receive,the bonus that he would have otherwise received for the fiscal year in addition to any accrued but unpaid benefits or obligations:
Upon a termination without cause that have elapsed sinceis outside of one year following a change of control, Mr. Edelman is entitled to receive pro-rated vesting of LTIP awards for the beginningportion of the applicable vesting cycle through April 30, 2019;
SIGNET JEWELERS | 68 | 2023 PROXY STATEMENT |
Termination Payments
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 had died or become disabledwere terminated due to disability during Fiscal 2020,2023, a pro rata portion of the unvested performance-based restricted share units and time-based restricted sharesRSUs would have vested early and a pro rata portion of the unvested PSUs would have vested early, but in each case only if such awards were granted at least six months prior to the termination date. The number of pro-rated PSUs that would have vested early would have been based onon: (i) target performance forif such
SIGNET JEWELERS | 69 | 2023 PROXY STATEMENT |
TERMINATION PAYMENTS
termination occurred prior to the performance-based restricted share units. For death and disability, pro rata awards are subject to prior completionend of one year of service from the date of grant and calculated based on calendar days of service (the NEOs are exempt from this one-year vesting requirement inapplicable performance period; or (ii) actual performance if such termination occurred after the event of death per the terms of their termination protection agreements).applicable performance period. The 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
In March 2022, the retirement definition across all compensation and retirement benefit programs was harmonized as the attainment of theage 60 and five years of service. The harmonized definition applies to awards and grants made on or after March 18, 2022 for all NEOs, had retired during Fiscal 2020 and had been ofexcept Mr. Edelman whose retirement age (whichwas already age 60. The retirement treatment for LTIP grants made on or after March 18, 2022 provide for continued vesting and payout of an LTIP award post-retirement such that the full amount is 65earned (rather than a pro-rated amount), subject to actual performance achievement for all NEOs), a pro rata portion ofperformance-based awards, to the time-based restricted shares would vest onextent the retirement date, and a pro-rated portion of the performance-based restricted share units would be eligible to vestevent occurs at the end of the applicable performance period based on actual performance. Pro rata awards are subject to prior completion of one year of serviceleast six months from the date of grant date. LTIP grants made prior to March 18, 2022 had an age 65 retirement definition and are calculated based on calendar days of service. None of the NEOs were of retirement age asinclude pro-rata vesting. 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, 2020,28, 2023, the last business day of Fiscal 2020,2023, using an NYSE closing market price of $76.00 as of that date ($24.31)January 27, 2023 (since January 28 was a Saturday).
| 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) | Death(1) | Disability(1) | Involuntary with Good following a | ||||||||||||||
Virginia C. Drosos | ||||||||||||||||||
| Cash severance: | ||||||||||||||||||
Base salary | $ | 2,250,000 | $ | 750,000 | $ | — | $ | 2,250,000 | ||||||||||
Bonus(2) | $ | 3,828,600 | $ | 453,600 | $ | 453,600 | $ | 3,828,600 | ||||||||||
| Total cash severance | $ | 6,078,600 | $ | 1,203,600 | $ | 453,600 | $ | 6,078,600 | ||||||||||
| Long-term incentives: | ||||||||||||||||||
Accelerated vesting of performance-based restricted stock units(3) | $ | 5,610,569 | $ | 5,610,569 | $ | 5,610,569 | $ | 17,969,212 | ||||||||||
Accelerated vesting of time-based restricted stock units(4) | $ | 10,527,232 | $ | 10,527,232 | $ | 10,527,232 | $ | 17,422,012 | ||||||||||
| Total value of long-term incentives | $ | 16,137,801 | $ | 16,137,801 | $ | 16,137,801 | $ | 35,391,224 | ||||||||||
| Benefits and perquisites | $ | 14,989 | $ | — | $ | — | $ | 22,483 | ||||||||||
| Total | $ | 22,231,390 | $ | 17,341,401 | $ | 16,591,401 | $ | 41,492,307 | ||||||||||
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TERMINATION PAYMENTS
NEO | Involuntary Termination without Cause(1) | Death(1) | Disability(1) | Involuntary with Good following a | ||||||||||||||
Joan M. Hilson | ||||||||||||||||||
| Cash severance: | ||||||||||||||||||
Base salary | $ | 1,312,500 | $ | 437,500 | $ | — | $ | 1,312,500 | ||||||||||
Bonus(2) | $ | 188,249 | $ | 188,249 | $ | 188,249 | $ | 1,697,324 | ||||||||||
| Total cash severance | $ | 1,500,749 | $ | 625,749 | $ | 188,249 | $ | 3,010,124 | ||||||||||
| Long-term incentives: | ||||||||||||||||||
Accelerated vesting of performance-based restricted stock units(3) | $ | 1,410,284 | $ | 1,410,284 | $ | 1,410,284 | $ | 4,523,520 | ||||||||||
Accelerated vesting of time-based restricted stock units(4) | $ | 2,355,780 | $ | 2,355,780 | $ | 2,355,780 | $ | 3,987,416 | ||||||||||
| Total value of long-term incentives | $ | 3,766,064 | $ | 3,766,064 | $ | 3,766,064 | $ | 8,510,936 | ||||||||||
| Benefits and perquisites | $ | 11,266 | $ | — | $ | — | $ | 11,266 | ||||||||||
| Total | $ | 5,278,079 | $ | 4,391,813 | $ | 3,954,313 | $ | 11,532,326 | ||||||||||
Jamie L. Singleton | ||||||||||||||||||
| Cash severance: | ||||||||||||||||||
Base salary | $ | 1,290,000 | $ | 430,000 | $ | — | $ | 1,290,000 | ||||||||||
Bonus(2) | $ | 184,779 | $ | 184,779 | $ | 184,779 | $ | 1,668,279 | ||||||||||
| Total cash severance | $ | 1,474,779 | $ | 614,779 | $ | 184,779 | $ | 2,958,279 | ||||||||||
| Long-term incentives: | ||||||||||||||||||
Accelerated vesting of performance-based restricted stock units(3) | $ | 4,662,834 | $ | 1,373,642 | $ | 1,373,642 | $ | 4,407,620 | ||||||||||
Accelerated vesting of time-based restricted stock units(4) | $ | 2,938,799 | $ | 2,938,799 | $ | 2,938,799 | $ | 3,874,860 | ||||||||||
| Total value of long-term incentives | $ | 7,601,633 | $ | 4,312,441 | $ | 4,312,441 | $ | 8,282,480 | ||||||||||
| Benefits and perquisites | $ | 4,997 | $ | — | $ | — | $ | 4,997 | ||||||||||
| Total | $ | 9,081,409 | $ | 4,927,220 | $ | 4,927,220 | $ | 11,245,756 | ||||||||||
Rebecca Wooters | ||||||||||||||||||
| Cash severance: | ||||||||||||||||||
Base salary | $ | 1,005,000 | $ | 335,000 | $ | — | $ | 1,005,000 | ||||||||||
Bonus(2) | $ | 100,955 | $ | 100,955 | $ | 100,955 | $ | 854,705 | ||||||||||
| Total cash severance | $ | 1,105,955 | $ | 435,955 | $ | 100,955 | $ | 1,859,705 | ||||||||||
| Long-term incentives: | ||||||||||||||||||
Accelerated vesting of performance-based restricted stock units(3) | $ | 943,598 | $ | 599,811 | $ | 599,811 | $ | 1,918,924 | ||||||||||
Accelerated vesting of time-based restricted stock units(4) | $ | 2,129,478 | $ | 2,129,478 | $ | 2,129,478 | $ | 3,136,064 | ||||||||||
| Total value of long-term incentives | $ | 3,073,076 | $ | 2,729,289 | $ | 2,729,289 | $ | 5,054,988 | ||||||||||
| Benefits and perquisites | $ | 52 | $ | — | $ | — | $ | 52 | ||||||||||
| Total | $ | 4,179,083 | $ | 3,165,244 | $ | 2,830,244 | $ | 6,914,745 | ||||||||||
SIGNET JEWELERS | 71 | 2023 PROXY STATEMENT |
TERMINATION PAYMENTS
NEO | Involuntary Termination without Cause(1) | Death(1) | Disability(1) | Involuntary with Good following a | ||||||||||||||
Oded Edelman(5) | ||||||||||||||||||
| Cash severance: | ||||||||||||||||||
Base salary(6) | $ | 600,000 | $ | 360,000 | $ | 50,000 | $ | 600,000 | ||||||||||
Bonus(2) | $ | 90,284 | $ | 90,284 | $ | 90,284 | $ | 90,284 | ||||||||||
| Total cash severance | $ | 690,284 | $ | 450,284 | $ | 140,284 | $ | 690,284 | ||||||||||
| Long-term incentives: | ||||||||||||||||||
Accelerated vesting of performance-based restricted stock units(3) | $ | 532,406 | $ | 532,406 | $ | 532,406 | $ | 1,703,768 | ||||||||||
Accelerated vesting of time-based restricted stock units(4) | $ | 907,349 | $ | 907,349 | $ | 907,349 | $ | 1,527,828 | ||||||||||
| Total value of long-term incentives | $ | 1,439,755 | $ | 1,439,755 | $ | 1,439,755 | $ | 3,231,596 | ||||||||||
| Benefits and perquisites | $ | 52,985 | $ | 26,493 | $ | 4,415 | $ | 52,985 | ||||||||||
| Total | $ | 2,183,024 | $ | 1,916,532 | $ | 1,584,455 | $ | 3,974,865 | ||||||||||
| (1) | The termination payments reflected herein that are payable pursuant to an NEO’s amended and restated termination protection agreement (or, in the case of Mr. Edelman, his amended employment agreement) are subject to |
| (2) | |
In the event of a termination due to death or disability, each NEO would be entitled to the annual bonus that such NEO would have received for the full fiscal year |
| (3) | In the event of an involuntary termination without cause, each NEO would be entitled to receive the number of PSUs that would have vested based on actual performance, pro-rated for the number of calendar days employed during the applicable vesting period, except for Ms. Singleton, who would be entitled to receive the full award based on actual performance (without proration) because she has reached the retirement eligible age and minimum years of service requirement. Since the performance periods for |
| (4) | |
Time-based restricted stock units include restricted stock units granted in Fiscal 2021, 2022 and Fiscal 2023. In the event of a change in control, the table assumes that |
| (5) | |
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 |
| (6) | The salary-based termination payments described in this table are governed by Mr. Edelman’s amended employment agreement and are based on the assumption that R2Net Israel Ltd. elected to terminate Mr. Edelman’s employment in lieu of continuing his employment during the applicable notice period, which would result in Mr. Edelman becoming entitled to receive a lump sum cash payment equal to salary and the employer contributions to social benefits for the remainder of such notice period. The applicable notice period would be: (i) 12 months for involuntary termination without cause; (ii) six months for termination due to death; (iii) one month for termination due to disability; and (iv) 12 months for resignation for good reason within one year following a change of control. Mr. Edelman’s compensation was paid in Israel specific to Israel pay practices. |
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 | 72 | 2023 PROXY STATEMENT |
CEO Pay Ratio
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 the2023 annual total compensation of our CEO, the Fiscal 2023 annual total compensation for our median employee, identified atand the medianratio of the Company (not including the CEO), was $34,600, and theFiscal 2023 annual total compensation of theour CEO as disclosed in the Summary Compensation Table was $9,222,270.
CEO Pay Ratio | ||||
CEO Fiscal Year 2023 Total Annual Compensation | $ | 11,029,154 | ||
Median Employee Fiscal Year 2023 Total Annual Compensation | $ | 31,499 | ||
CEO to Median Employee Pay Ratio | 350:1 | |||
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 The median employee was identified using pay for those actively employed on the determination date of December 31, 2022. Countries that were included in the analysis included the United States and the United Kingdom. The total population consisted of 27,266 full-time, part-time, and seasonal individuals working at Signet in its consolidated subsidiaries in these countries including Diamonds Direct, Blue Nile, and Rocksbox. Employees from Canada, Israel, India and Botswana an aggregate of 1,543, consisting of 1,020, 107, 202, and 214 employees in Canada, Israel, India and Botswana respectively comprising less than 5% of the total population of 28,809 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 calendar year. The median employee was a full-time Jewelry Consultant with a status change from part-time to full-time during the calendar year and is located in the U.S. The median employee’s total wages were $28,418. An additional $3,061 bonus and commission was earned for Fiscal Year 2023. An additional $20 in Company-paid benefits were included related to life insurance and disability premiums. The resulting median employee total compensation (shown above) of $31,499. | PAY RATIO CEO to median pay ratio is 350:1. |
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 27,266 team members in the U.S. and the U.K. as of December 31, 2022, the date of determination, 11,441, or 42%, were part-time or seasonal and the remaining 15,825, 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 | 73 | 2023 PROXY STATEMENT |
Average Summary Compensation Table Total for non-PEO NEOs | Average Compensation Actually Paid for non-PEO NEOs | Based on $100 initial investment | ||||||||||||||||||||||||||||||
Fiscal Year | Summary Compensation Table Total for CEO | Compensation Actually Paid to CEO | Total Shareholder Return (1) | Peer Group Total Shareholder Return (1) | Net Income (Loss) | Comparable Sales | ||||||||||||||||||||||||||
2023 | $ | 11,029,154 | $ | (7,857,982 | ) | $ | 2,449,760 | $ | (941,633 | ) | $ | 320.87 | $ | 153.74 | $ | 376,700,000 | (6.10 | )% | ||||||||||||||
2022 | $ | 12,953,460 | $ | 66,134,668 | $ | 3,265,792 | $ | 12,448,442 | $ | 356.56 | $ | 158.94 | $ | 769,900,000 | 48.00 | % | ||||||||||||||||
2021 | $ | 12,184,594 | $ | 29,748,584 | $ | 2,781,338 | $ | 6,343,711 | $ | 168.34 | $ | 119.68 | $ | (15,200,000 | ) | 9.90 | % | |||||||||||||||
| (1) | Peer group total shareholder return (“TSR”) reflects the Company’s peer group “S&P 500 Specialty Retail Index” as reflected in our Fiscal 2023 Annual Report on Form 10-K pursuant to Item 201(e) of RegulationS-K. The amount for each year for Company and peer group TSR reflects what the cumulative value of $100 would be, including reinvestment of dividends, if the $100 was invested on February 1, 2020. |
Fiscal Year | CEO | Non-PEO NEOs | ||
2023 | Virginia C. Drosos | Joan M. Hilson, Jamie L. Singleton, Rebecca Wooters, Oded Edelman | ||
2022 | Virginia C. Drosos | Joan M. Hilson, Jamie L. Singleton, Rebecca Wooters, Oded Edelman | ||
2021 | Virginia C. Drosos | Joan M. Hilson, Jamie L. Singleton, Rebecca Wooters, Oded Edelman |
Fiscal Year | Summary Compensation Table Total | Value of Stock Awards in Summary Compensation Table Total | Value of Equity Compensation included in CAP under SEC Rules | Compensation Actually Paid | ||||||||||||||||||||||||||||
CEO | 2023 | $ | 11,029,154 | - | $ | 8,908,930 | + | $ | (9,978,206 | ) | = | $ | (7,857,982 | ) | ||||||||||||||||||
| 2022 | $ | 12,953,460 | - | $ | 6,814,324 | + | $ | 59,995,532 | = | $ | 66,134,668 | |||||||||||||||||||||
| 2021 | $ | 12,184,594 | - | $ | 6,145,991 | + | $ | 23,709,981 | = | $ | 29,748,584 | |||||||||||||||||||||
Average non-PEO NEOs | 2023 | $ | 2,449,760 | - | $ | 1,511,407 | + | $ | (1,879,987 | ) | = | $ | (941,633 | ) | ||||||||||||||||||
| 2022 | $ | 3,265,792 | - | $ | 1,203,834 | + | $ | 10,386,485 | = | $ | 12,448,442 | |||||||||||||||||||||
| 2021 | $ | 2,781,338 | - | $ | 1,032,718 | + | $ | 4,595,090 | = | $ | 6,343,711 | |||||||||||||||||||||
◆ | for awards granted during the applicable year (and which are still outstanding), the year-end value; |
◆ | for awards granted during prior years that were still outstanding as of the applicable year-end, the change in value as of the applicableyear-end compared to the prioryear-end; |
◆ | for awards granted in prior years that vested during the applicable year, the change in value as of the vesting date compared to the value as of the prior year-end; and |
◆ | for any awards that vested during the applicable year, the value of any dividend equivalents that accrued during the vesting period with respect to those awards and were paid out at the same time as the underlying awards, as of the vesting date. |
SIGNET JEWELERS | 74 | 2023 PROXY STATEMENT |
Fiscal Year | Fiscal Year End Value of Current Year Awards Outstanding as of Fiscal Year End | Change in Value as of Fiscal Year End for Prior Year Awards Outstanding as of Fiscal Year End | Change in Value as of Vesting Date for Awards that Vested During the Fiscal Year | Accrued Dividends Paid for Awards that Vested During the Fiscal Year | Value of Equity for CAP Purposes | |||||||||||||||||||||||||||||||||||
CEO | 2023 | $ | 546,793 | + | $ | (3,478,125 | ) | + | $ | (7,046,874 | ) | + | $ | — | = | $ | (9,978,206 | ) | ||||||||||||||||||||||
| 2022 | $ | 11,043,563 | + | $ | 20,998,966 | + | $ | 27,857,495 | + | $ | 95,508 | = | $ | 59,995,532 | ||||||||||||||||||||||||||
| 2021 | $ | 29,135,318 | + | $ | (4,260,334 | ) | + | $ | (1,301,560 | ) | + | $ | 136,557 | = | $ | 23,709,981 | ||||||||||||||||||||||||
Average non-PEO NEOs | 2023 | $ | 95,271 | + | $ | (584,807 | ) | + | $ | (1,390,450 | ) | + | $ | — | = | $ | (1,879,987 | ) | ||||||||||||||||||||||
| 2022 | $ | 1,956,329 | + | $ | 5,549,224 | + | $ | 2,876,577 | + | $ | 4,355 | = | $ | 10,386,485 | ||||||||||||||||||||||||||
| 2021 | $ | 4,949,043 | + | $ | (377,682 | ) | + | $ | 19,626 | + | $ | 4,103 | = | $ | 4,595,090 | |||||||||||||||||||||||||
Most Important Measures | ||||||||
| Comparable Sales | Adjusted Operating Income | Market Share | Free Cash Flow | Revenue | ||||
SIGNET JEWELERS | 75 | 2023 PROXY STATEMENT |
SIGNET JEWELERS | 76 | 2023 PROXY STATEMENT |
Equity Compensation Plan Information | 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 | 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) (3) (c) | |||||||||||||
| Equity compensation plans approved by security holders | 2,647,144 | $ | 39.03 | 1,956,834 | 2,414,713 | $ | 38.68 | 2,469,649 | |||||||||||
| Equity compensation plans not approved by security holders | — | $ | — | — | — | $ | — | — | |||||||||||
| Total | 2,647,144 | $ | 39.03 | 1,956,834 | 2,414,713 | $ | 38.68 | 2,469,649 | |||||||||||
| (1) | Securities indicated include non-qualified stock options, RSUs and |
| (2) | Excludes any unvested |
| (3) | The shares remaining available for issuance may be issued in the form of stock options, restricted |
SIGNET JEWELERS | 77 | 2023 PROXY STATEMENT |
Shareholder Q&A
When and where can I find the Proxy Statement and Internet Notice?
The Signet Proxy Statement and Internet Notice were filed with the SEC and published on the Annual Meeting website, www.proxydocs.com/SIG, on May 4, 2023. The Internet Notice will be emailed or mailed to shareholders on or around May 4, 2023. The Signet Annual Report on Form 10-K for Fiscal 2023 was filed with the SEC on March 16, 2023, and is published on the Company’s website. Hard copies of Signet’s proxy materials will be mailed to those shareholders who have requested them on or around May 4, 2023.
What is included in Signet’s proxy materials?
Signet’s proxy materials include the Proxy Statement, a proxy card for voting, and Annual Report to Shareholders for Fiscal 2023. In accordance with SEC rules, Signet emails or mails many shareholders the Internet Notice informing them of the availability of proxy materials on its Annual Meeting website at www.proxydocs.com/SIG. The Internet Notice, when mailed to shareholders, also incorporates Signet’s Proxy Voting Instructions that may be returned by mail, as set forth in “How do I vote?” below.
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 2, 2023 to approval by ourfacilitate timely delivery.
Signet encourages shareholders to take advantage of the Omnibus Plan. Atavailability of proxy materials on the 20182023 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 4, 2023. 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 21, 2023, 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 45,122,509 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 | 78 | 2023 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 21, 2023, 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/SIG2023. 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 21, 2023, 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/SIG2023, 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 or participating in 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 addition to protecting the health and safety of all attendees, we believe there are many benefits to hosting a virtual meeting. The virtual meeting format provides the opportunity for broader shareholder attendance and participation by enabling all shareholders to participate at little to no cost using an Internet-connected device from anywhere around the world, which improves our ability to engage with all shareholders, regardless of size, resources, or physical location. It also allows us to reduce the cost and environmental impact associated with hosting an in-person meeting.
SIGNET JEWELERS | 79 | 2023 PROXY STATEMENT |
SHAREHOLDER Q&A
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 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.
SIGNET JEWELERS | 80 | 2023 PROXY STATEMENT |
SHAREHOLDER Q&A
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 | ||||
4. Approval, on a Non-Binding Advisory Basis, of the Frequency of the Say-on-Pay vote | ONE YEAR | Majority of the votes cast (advisory only) | No effect — not counted as votes cast | No effect —not counted as votes cast | ||||
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 15, 2023 (4:59 a.m. British Summer Time) for shares | |||
Submitting proxy instructions will not prevent a shareholder from outstanding optionsvirtually attending the Annual Meeting.
SIGNET JEWELERS | 81 | 2023 PROXY STATEMENT |
SHAREHOLDER Q&A
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 15, 2023 for shares held directly and full valueby 11:59 P.M. Eastern Time on June 13, 2023 (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.
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.
SIGNET JEWELERS | 82 | 2023 PROXY STATEMENT |
SHAREHOLDER Q&A
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 2024 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 2024 Proxy Statement and proxy card if received in writing by the Corporate Secretary on or before January 5, 2024 unless the date of the 2024 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.
In addition to satisfying the requirements under our Bye-laws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice to the Company that sets forth the information required by Rule 14a-19 under the Exchange Act, which notice must be postmarked or transmitted electronically to us at our principal executive offices no later than 60 days prior to the one-year anniversary date of the option, or such higher amount determined byannual meeting (for 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 service of a participant or a change of control. The vesting requirements may 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 from2024 annual meeting, no later than April 17, 2024). However, if the date of grant. Dividends shall not be paid with respect to Common Shares subject to an option and dividend equivalents may not be granted with respect to Common Shares subject to an option.
Under Bermuda law, shareholders holding not less than five percent of the total voting rights or other awards in connection with100 or more shareholders together may require the Company to give notice to its shareholders of a change in control can constituteproposal intended to be submitted at an annual meeting of shareholders. Generally, notice of such a parachute payment.
The Company’s Bye-laws can be found on Signet’s website at www.signetjewelers.com/investors/corporate-governance/documents-and-charters/.
Shareholder proposals should be sent to the Company at 375 Ghent Road, Akron, Ohio 44333, U.S.A., addressed for the attention of the Corporate Secretary.
Why has my household only received a single copy of the 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 or allocatedthe Company. This practice, known as “householding,” is permitted under Exchange Act rules and allows the Company to employees, non-employee directors, consultants or other personal service providers undersignificantly reduce its printing and postage costs and environmental impact. Copies of the Omnibus Plan is discretionaryInternet Notice and undeterminable at this time. Information regarding recent practices with respect to annual incentive awardsproxy materials can be found on the Annual Meeting website: www.proxydocs.com/SIG, and share-based compensation under existing plans is presented in “Executive Compensation” below.
| 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 | |
SIGNET JEWELERS | 83 | 2023 PROXY STATEMENT |
SHAREHOLDER Q&A
upon written or oral request, a separate copy of the Internet Notice and/or a full set of proxy materials to any shareholder 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 330-668-5000. If you would like to receive a single copy in the future rather than multiple copies, please contact the Company in the same way. Copies will be sent promptly and without charge.
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 following table summarizesCompany bears the total compensationcost of eachsoliciting proxies which may occur by internet, mail and/or telephone. The Company will also request that banks, brokers, custodian nominees and fiduciaries supply proxy materials to beneficial owners of the Company’s Common Shares of whom they have knowledge and reimburse them for their expenses in so doing. Certain Directors, who served on the Board during Fiscal 2020.
| 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 | |||
Other Business
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 |
|
| Matt Shady |
| Corporate Secretary |
| Akron, Ohio |
| May 4, 2023 |
SIGNET JEWELERS | 84 | 2023 PROXY STATEMENT |
SIGNET JEWELERS LIMITED CLARENDON HOUSE 2 CHURCH STREET HAMILTON HM11, BERMUDA [Graphic Appears Here] SCAN TO VIEW MATERIALS & VOTE [Graphic Appears Here] 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 15, 2023 for shares held directly and by 11:59 P.M. Eastern Time on June 13, 2023 for shares held in a Plan. 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. During The Meeting—Go to www.virtualshareholdermeeting.com/SIG2023 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the 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 15, 2023 for shares held directly and by 11:59 P.M. Eastern Time on June 13, 2023 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. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V14761-P86347 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY SIGNET JEWELERS LIMITED The Board of Directors recommends you vote FOR each nominee listed in Proposal 1, FOR Proposals 2 and 3 below and a vote for 1 YEAR on Proposal 4. 1. Election of twelve members of the Company’s Board of Directors to serve until the next Annual Meeting of Shareholders of the Company or until their respective successors are elected in accordance with the Bye-laws of the Company. Nominees: For Against Abstain For Against Abstain 1a. H. Todd Stitzer ! ! ! 1k. Eugenia Ulasewicz ! ! ! 1b. Virginia C. Drosos ! ! ! 1l. Dontá L. Wilson ! ! ! 1c. André V. Branch ! ! ! 2. Appointment of KPMG LLP as independent auditor of ! ! ! the Company, to hold office from the conclusion of this Meeting until the conclusion of the next Annual 1d. R. Mark Graf ! ! ! Meeting of Shareholders and authorization of the Audit Committee to determine its compensation. 1e. Zackery A. Hicks ! ! ! 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” 1f. Sharon L. McCollam ! ! ! vote). 1 Year 2 Years 3 Years Abstain 1g. Helen McCluskey ! ! ! 4. Approval, on a non-binding advisory basis, of the ! ! ! ! frequency of the Say-on-Pay vote. 1h. Nancy A. Reardon ! ! ! 1i. Jonathan Seiffer ! ! ! 1j. Brian Tilzer ! ! ! 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 Availability of Proxy Materials for the Annual Meeting: The Notice, Proxy Statement and Annual Report are available at www.proxydocs.com/SIG. V14762-P86347 SIGNET JEWELERS LIMITED Proxy for the Annual Meeting of Shareholders to be held on June 16, 2023 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/SIG2023, at 11:00 a.m., Eastern Time, on Friday, June 16, 2023, and at any and all adjournments and postponements thereof, as set forth on the reverse side. THE BOARD OF DIRECTORS
