SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
the Securities Exchange Act of 1934 (Amendment No. )Filed by the Registrant xFiled by a Party other than the RegistrantoCheck the appropriate box:oPreliminary Proxy StatementoConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))xDefinitive Proxy StatementoDefinitive Additional MaterialsoSoliciting Material under §240.14a-12FOSSIL GROUP, INC.(Name of Registrant as Specified In Its Charter)(Name of Person(s) Filing Proxy Statement, if other than the Registrant)Payment of Filing Fee (Check the appropriate box):xNo fee required.oFee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.(1)Title of each class of securities to which transaction applies:(2)Aggregate number of securities to which transaction applies:(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):(4)Proposed maximum aggregate value of transaction:(5)Total fee paid:oFee paid previously with preliminary materials.oCheck box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.(1)Amount Previously Paid:(2)Form, Schedule or Registration Statement No.:(3)Filing Party:(4)Date Filed:
Filed by the Registrant ☒N OT I C E O F AN N UAL M E ETING AN D PROX Y STATE M E NT T W O T H O U S A N D T W E N T Yseven (7)eight (8) directors to the Company’s Board of Directors to serve for a term of one year or until their respective successors are elected and qualified. P P January 2, 2021. P Transact any and all other business that may properly come before the meeting or any adjournment(s) or postponement(s) thereof. December 30, 2023.
attend the meeting. meeting virtually.in person,virtually, you are urged to vote your shares as soon as possible so that your shares of stock may be represented and voted in accordance with your wishes and in order that the presence of a quorum may be assured at the Annual Meeting. You may vote your shares via a toll-free telephone number or over the Internet. Alternatively, if you request or receive a paper copy of the proxy materials by mail, you may vote by signing, dating and mailing the proxy card in the envelope provided. Voting in one of these ways will ensure that your shares are represented at the Annual Meeting. Your proxy will be returned to yourevoked if you are present at the Annual Meeting and request its returnrevocation in the manner provided for revocation of proxies in the enclosed proxy statement.
Vice President, General Counsel and Corporate Secretary
April 9, 2020 * As part of our precautions regarding the coronavirus or COVID-19, we are planning for the possibility that the meeting may be held virtually over the Internet. If we take this step, we will announce the decision to do so by May 8, 2020 via a press release and posting details on our website that will also be filed with the SEC as proxy material. As always, we encourage you to vote your shares prior to the Annual Meeting. In addition, if needed, we will announce an online location containing a list of all stockholders entitled to vote at the Annual Meeting available for inspection. The Annual Meeting of Stockholders (the “Annual Meeting”) of Fossil Group, Inc., a Delaware corporation (the “Company”), will be held at the day, time and place set forth below: Wednesday, May 20, 2020 9:00 a.m. C ST F O S S I L G R O U P , I N C . 901 S. Central Expressway Richardson, TX 75080 * R EG I ST R A T I O N 12, 202325, 202029, 2023 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of and to vote at the Annual Meeting or any adjournment(s) or postponement(s) thereof. Only stockholders of record at the close of business on the Record Date are entitled to notice of and to vote at the Annual Meeting. The stock transfer books will not be closed. A list of stockholders entitled to vote at the Annual Meeting will be available for examination at the offices of the Company and on the Company’s website for ten days prior to the meeting. * M A TE R IA L S 20202023 Proxy Statement and 20192022 Annual Report are available at http://viewproxy.com/fossil/2020TA B L E O F C O NTE NT S Compensation Committee Report Compensation Committee Interlocks and Insider Participation Fiscal 2019, 2018 and 2017 Summary Compensation Table Fiscal 2019 Grants of Plan-Based Awards Table Perquisites Employment Agreements Outstanding Equity Awards At 2018 Fiscal Year-End Table 2016 Incentive Plan 2008 Incentive Plan Fiscal 2019 Option Exercises and Stock Vested Table 2019 Pay Ratio Post-Termination Compensation Post-Termination Arrangements Executive Severance Agreements Post-Employment Compensation Table Equity Compensation Plan Information Delinquent Section 16(A) Reports Certain Relationships and Related Party Transactions 39 39 40 41 41 42 42 43 43 44 44 45 45 46 47 47 48 48 PROX Y SUMMARY 1 Internet Availability and Electronic Delivery of Proxy Documents 1 Q U E S TI O N S A N D A N SW E R S A B O U T TH E A N N UA L M E E TI N G 2 PROPOSAL 1: ELECTIONTABLE OF DIRECTORS 8 2020 Board Composition, Qualifications and Diversity 11 CORPOR ATE GOVERNANCE AND OTHER BOARD MATTERS 13 Board Committees and Meetings Audit Committee Compensation Committee Nominating and Corporate Governance Committee Director Independence Board Leadership Structure Director Nomination Policy Risk Oversight Codes of Business Conduct and Ethics Self-assessment Pledging of Company Securities Hedging of Company Securities Communication with the Board of Directors Report of the Audit Committee Director Compensation Fiscal 2019 Director Compensation Table Stock Ownership Guidelines for Directors 13 14 14 14 15 15 16 17 17 17 17 18 18 18 20 21 22 PROPOSAL 2: APPROVAL , ON AN ADVISORY BASIS, OF COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS 4 9 PROPOSAL 3: R ATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 50 Independent Registered Public Accounting Firm Fees 50 DATE FOR RECEIPT OF STOCKHOLDER PROPOSALS 52 SECURIT Y OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANNUAL REPORT 52 24 Executive Compensation Compensation Discussion and Analysis Executive Summary Compensation Philosophy Fiscal Year 2019 Compensation Compensation Decision Making Process Additional Information 26 28 28 31 31 37 38 OTHER BUSINESS 52 Compensation Decision Making Process 32 Additional Information 33 Compensation and Talent Management Committee Report 34 Compensation and Talent Management Committee Interlocks and Insider Participation 34 35 36 Perquisites 37 Employment Agreements 37 37 2016 Incentive Plan 39 2008 Incentive Plan 39 39 40 45 Post-Termination Compensation 46 48 Certain Relationships and Related Transactions 48 PROPOSAL 2: APPROVAL, ON AN ADVISORY BASIS, OF COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS 50 51 PROPOSAL 4: APPROVAL OF THE FOSSIL GROUP, INC. 2023 LONG-TERM INCENTIVE PLAN 52 52 53 62 I N T E R N E T A V A I L A B I L I T Y A N D E L E C T R O N I C D E L I V E R Y O F P R O X Y D O C U M E N T S P R OX Y S U M MAR Y 20202023 Annual Meeting of Stockholders of the Company (the “Annual Meeting”) to be held on May 20, 2020,24, 2023, at the time and place and for the purpose of voting on the matters set forth in the Notice of Annual Meeting of Stockholders (the “Annual Meeting Notice”) and at any adjournment(s) or postponement(s) thereof. These matters include:Notice,Materials (the “Proxy Notice”), and first made available the Proxy Statement and the accompanying form of the proxy to our stockholders, on or about April 9, 2020.12, 2023. When proxies are properly executed and received, the shares represented thereby will be voted at the Annual Meeting in accordance with the directions noted thereon. If no direction is indicated, the shares will be voted: FOR each of the seveneight nominees named in this Proxy Statement for election to the Board under Proposal 1; FOR approval of the compensation of the Company’s Named Executive Officers (as defined in Compensation Discussion and Analysis) under Proposal 2; for holding a non-binding vote every one year regarding approval of the compensation of the Company’s named executive officers under Proposal 3; FOR the approval of the Fossil Group, Inc. 2023 Long-Term Incentive Plan under Proposal 4; FOR the amendment to the Company’s Certificate of Incorporation under Proposal 5; and FOR the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 2, 2021December 30, 2023 under Proposal 3. 1. To elect seven (7) directors to the Board to serve for a term of one year or until their respective successors are elected and qualified. 2. To hold an advisory vote on executive compensation as disclosed in these materials. 3. To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 2, 2021. I N T E R N E T AVA I L A B I L I T Y A N D E L E C T R O N IC D E L I V E R Y O F P R OX Y D O C U M E N TS 6.20, 2020:24, 2023: the Annual Meeting Notice, this Proxy Statement and our Annual Report to Stockholders covering the Company’s fiscal year ended December 28, 201931, 2022 (the “Annual Report”) are also available at http://viewproxy.com/fossil/2020/2023/. previously elected to receive delivery of a paper copy of the proxy materials) will receive a Notice of Internet Availability of Proxy Materials (the “Proxy Notice”) containing instructions on how to access and review the proxy materials, including the Annual Meeting Notice, this Proxy Statement and the Annual Report, on the Internet and how to access an electronic proxy card to vote on the Internet. The Proxy Notice also contains instructions on how to receive a paper copy of the proxy materials. If you receive a Proxy Notice by mail, you will not receive a printed copy of the proxy materials unless you request one. If you receive a Proxy Notice by mail and would like to receive a printed copy of our proxy materials, please follow the instructions included in the Proxy Notice. 1 20 2 0 P R O X Y S TATE M E NTQ U E S TIO N S A N D A N S W E R S A B O U T T H E A N N UA L M E E TI N G The executive officespreviously elected to receive delivery of a paper copy of the Company are located at,proxy materials) will receive a Proxy Notice containing instructions on how to access and review the mailing address of the Company is, 901 S. Central Expressway, Richardson, Texas 75080. Following are questions and answers regarding the Annual Meeting: Why am I receiving this Proxy Statement? You are receiving this Proxy Statement in connection with the solicitation of proxies by the Board to be voted atproxy materials, including the Annual Meeting (and at any adjournment or postponement of the Annual Meeting), for the purposes set forth in the Annual Meeting Notice. What is a proxy? A proxy is your legal designation of another person to vote the stock you own. If you designate someone as your proxy in a written document, that document is also called a proxy (or proxy card). Randy S. Hyne and Heather Foster have been designated as proxies for the Annual Meeting. Who is entitled to vote at the Annual Meeting? Holders of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at the close of business on March 25, 2020, which is the date that the Board has designated as the record date for the Annual Meeting (the “Record Date”), are entitled to vote their shares at the Annual Meeting. As of the Record Date, there were 50,582,976 shares of Common Stock issued and outstanding. Each holder of Common Stock is entitled to one vote per share on all matters to be acted upon at the Annual Meeting, and neither the Company’s Third Amended and Restated Certificate of Incorporation, as amended (the “Charter”), nor its Fifth Amended and Restated Bylaws (the “Bylaws”), allow for cumulative voting. What am I voting on and what are the Board voting recommendations? 2 W W W . FO S S I L G R O U P .C O M P R O P O S A L N O . DE S C R I P T I ON B O A RD V O T I N G RE C O M M E N D AT I O N S PA G E 1 Election of Directors FOR All Director Nominees 8 2 Advisory Vote to Approve the Compensation of our Named Executive Officers FOR 49 3 Ratification of the Appointment of Independent Auditors FOR 50Q U E S T I O N S A N D A N S W E R S A B O U T T H E A N N U A L M E E T I N G Can other matters be decided at the Annual Meeting? Management does not intend to present any business at the Annual Meeting for a vote other than the matters set forth in the Annual Meeting Notice, and has no information that others will do so. If other matters requiring a vote of the stockholders properly come before the Annual Meeting, it is the intention of the proxy holders appointed by our Board (who are named in the accompanying form of proxy) to vote the shares represented by the proxies held by them in accordance with applicable law and their judgment on such matters. How many shares must be present to hold the Annual Meeting? The presence, in person or by proxy, of the holders of a majority of the issued and outstanding shares of Common Stock entitled to vote at the Annual Meeting is necessary to constitute a quorum to transact business. If a quorum is not present or represented at the Annual Meeting, the stockholders entitled to vote thereat, present in person or by proxy, may adjourn the Annual Meeting from time to time without notice or other announcement until a quorum is present or represented. What is the procedure for voting? You may vote by proxy or in person at the Annual Meeting. We suggest that you vote by proxy even if you plan to attend the meeting. If you are the stockholder of record, you can vote by proxy via the following ways: I NTE R N E T T E L E P H O N E M AI L Vote your proxy on the Internet: Go to www.AALvote.com/FOSL Vote your proxy by phone: Vote your proxy by mail: Call 1-(866) 804-9616 Use any touch-tone telephone to vote your proxy. Have your proxy card available when you call. Follow the voting instructions to vote your proxy. Mark, sign and date your proxy card, then detach it, and return it in the postage-paid envelope provided. Have your proxy card available when you access the above website. Follow prompts to vote your shares. If you are not the record holder of your shares of Common Stock, please follow the instructions provided by your broker, bank or other nominee. To obtain directions to attend the Annual Meeting and vote in person, please contact Investor Relations at (972) 234-2525. 20 2 0 P R O X Y S TATE M E NT 3Can I change my proxy vote? Yes. If you are a registered stockholder, you can change your proxy vote or revoke your proxy at any time before the Annual Meeting by: • submitting a written ballot at the Annual Meeting. If you are a beneficial owner of shares, you can submit new voting instructions by contacting your broker, bank or other nominee. You also can vote in person at the Annual Meeting if you obtain a legal proxy from your bank, broker or other nominee (the registered stockholder) as described in the answer to the previous question. • returning a signed proxy card with a later date; • authorizing a new vote electronically through the Internet or by telephone; • delivering a written revocation of your proxy to Randy S. Hyne, Vice President, General Counsel and Secretary, Fossil Group, Inc., 901 S. Central Expressway, Richardson, Texas 75080 before your original proxy is voted at the Annual Meeting; or Your personal attendance at the Annual Meeting does not revoke your proxy. Unless you vote at the Annual Meeting, your last valid proxy prior to or at the Annual Meeting will be used to cast your vote. What if I return my proxy card but do not provide voting instructions? Proxies that are signed and returned but do not contain voting instructions will be voted: • FOR the ratification of the appointment of Deloitte & Touche LLP, an independent registered public accounting firm, as independent auditors for the 2020 fiscal year (Proposal 3); and • FOR the election of the seven (7) director nominees listed in this Proxy Statement (Proposal 1); • In the judgment of the named proxy holders if any other matters are properly brought before the Annual Meeting. • FOR the advisory vote to approve the compensation of our Named Executive Officers (Proposal 2); Will my shares be voted if I don’t provide my proxy or instruction card? Registered Stockholders If your shares are registered in your name, your shares will not be voted unless you provide a proxy by Internet, by telephone, by mail, or vote in person at the Annual Meeting. Beneficial Owners Brokers who hold shares in street name for customers are required to vote shares in accordance with instructions received from the beneficial owners. Rule 2251 of the listing standards of the Nasdaq Stock Market (“Nasdaq”) restricts when brokers who are record holders of shares may exercise discretionary authority to vote those shares in the absence of instructions from beneficial owners. Brokers are not permitted to vote on non-discretionary items such as director elections, executive compensation and other significant matters without instructions from the beneficial owner. As a result, if you do not vote your proxy and your shares are held in street name, your Plan Participants If you are a participant in our employee 401(k) plan and you do not provide timely directions to the plan trustee, shares allocated to your account(s) will be voted by the plan trustee depending on the terms of your plan and other legal requirements. You should contact your plan trustee for more information. 4 W W W . FO S S I L G R O U P .C O MQ U E S T I O N S A N D A N S W E R S A B O U T T H E A N N U A L M E E T I N G brokerage firm may either vote your shares on discretionary matters, such as the ratification of the appointment of our independent registered public accounting firm (Proposal 3), or leave your shares unvoted. On non-discretionary matters, if the brokerage firm has not received voting instructions from you, the brokerage firm cannot vote your shares on that proposal, which is referred to as a “broker non-vote.” Multiple Forms of Ownership The Company cannot provide a single proxy or instruction card for stockholders who own shares in multiple forms as registered stockholders, plan participants or beneficial owners. As a result, if your shares are held in multiple types of accounts, you must submit your votes for each type of account in accordance with the instructions you receive for that account. What is the vote required for each proposal? Assuming the presence of a quorum, in an uncontested election of directors, the affirmative vote of the holders of a majority of the votes cast at the Annual Meeting is required for the election of directors (Proposal 1). A “majority of the votes cast” means that the number of shares voted “for” a director must exceed the number of votes cast “against” that director. Votes cast shall exclude abstentions with respect to that director’s election. Pursuant to the Company’s Corporate Governance Guidelines, in an uncontested election of directors, any nominee for director who has a greater number of votes “against” his or her election than votes “for” such election (a “Majority Against Vote”) is required to promptly tender his or her resignation following certification of the stockholder vote. Thereafter the Nominating and Corporate Governance Committee will recommend to the Board whether to accept such resignation; however, if each member of the Nominating and Corporate Governance Committee received a Majority Against Vote at the same election, then the independent directors who did not receive a Majority Against Vote shall appoint a committee among themselves and recommend to the Board whether to accept such resignations. The Board is required to act upon such recommendation(s) within 90 days following certification of the stockholder vote. Assuming the presence of a quorum, the affirmative vote of the holders of a majority of the shares of Common Stock present, in person or by proxy, and entitled to vote on Proposals 2 and 3 is required to approve the compensation of the Company’s Named Executive Officers and to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm. When did the Company begin mailing the Proxy Notice and first make available the Proxy Statement and form of proxy to stockholders? We began mailing the Proxy Notice, and first made available the Proxy Statement and the accompanying form of proxy to our stockholders, on or about April 9, 2020. Who will count the votes? An automated system administered by an independent third party tabulates the votes cast by proxy. The inspectors of election will tabulate votes cast at the Annual Meeting. Each proposal is tabulated separately. 20 2 0 P R O X Y S TATE M E NT 5What is the effect of an abstention? A stockholder who abstains on some or all matters is considered present for purposes of determining if a quorum is present at the Annual Meeting, but an abstention is not counted as a vote cast. An abstention will have the effect of a vote against Proposals 2 and 3 and will have no effect with respect to Proposal 1. What is the effect of a broker non-vote? Votes withheld by brokers in the absence of voting instructions from a beneficial owner are referred to as “broker non-votes.” If a broker casts a vote on Proposal 3 (Ratification of Auditors), the vote will be included in determining whether a quorum exists for holding the meeting. The broker does not have authority to vote on the other proposals without directions from the beneficial owner. As a result, if the beneficial owner does not vote on Proposals 1 and 2, there will be a “broker non-vote” on those items. The broker non-vote does not count as a vote cast for that proposal and will have no effect on the proposal. Thus, a broker non-vote on these proposals will not impact our ability to obtain a quorum, will not affect the outcome with respect to the election of directors and will not otherwise affect the outcome of the vote on a proposal. Where can I find the voting results of the Annual Meeting? The preliminary voting results will be announced at the Annual Meeting. The final voting results will be tallied by the inspectors of election and disclosed by the Company in a Current Report on Form 8-K filed with the SEC within four business days following the Annual Meeting. What is “householding” and how does it affect me? With respect to eligible stockholders who share a single address, we are sending only one Proxy Statement, Annual Report or Proxy Notice to that address unless we received instructions to the contrary from any stockholder at that address. This practice, known as “householding,” is designed to reduce our printing and postage costs. However, if a stockholder of record residing at such address wishes to receive a separate Proxy Statement, Annual Report or Proxy Notice in the future, he or she may contact Investor Relations, Fossil Group, Inc., 901 S. Central Expressway, Richardson, Texas 75080 or call (972) 234-2525 and ask for Investor Relations. Eligible stockholders of record receiving multiple copies of our Proxy Statement, the Annual Report or the Proxy Notice can request householding by contacting us in the same manner. Stockholders who own shares through a bank, broker or other nominee can request householding by contacting the nominee. We hereby undertake to deliver promptly, upon written or oral request, a copy of this Proxy Statement or Proxy Notice to a stockholder at a shared address to which a single copy of the document was delivered. Requests should be directed to the address or phone number set forth above. 6 W W W . FO S S I L G R O U P .C O MQ U E S T I O N S A N D A N S W E R S A B O U T T H E A N N U A L M E E T I N G Who bears the cost of this proxy solicitation? The cost of preparing, assembling, posting on the Internet, printing and mailing the Proxy Notice, Annual Meeting Notice, Annual Report, this Proxy Statement and the form ofAnnual Report, 2023 PROXY STATEMENT 1 as well ascard to vote on the reasonable costs of forwarding solicitation materialsInternet. The Proxy Notice also contains instructions on how to the beneficial owners of sharesreceive a paper copy of the Common Stock, and other costs of solicitation,proxy materials. If you receive a Proxy Notice by mail, you will be borne by the Company. Officers and employeesnotCompany may solicit proxies, either through personal contact orproxy materials unless you request one. If you receive a Proxy Notice by mail telephone or other electronic means. These officers and employees will notwould like to receive additional compensation for soliciting proxies, but will be reimbursed for out-of-pocket expenses. Brokerage houses and other custodians, nominees, and fiduciaries, with shares of Common Stock registered in their names, will be requested to forward solicitation materials to the beneficial owners of such shares of Common Stock. Can I find additional information on the Company’s website? Yes. Although the information contained on our website is not part of this Proxy Statement, you will find information about the Company and our corporate governance practices at https://www.fossilgroup.com/investors/corporate-governance. Our website contains information about our Board, Board committees, Charter, Bylaws, Code of Conduct, Corporate Governance Guidelines and information about insider transactions. Stockholders may obtain, without charge, hard copies of the above documents by writing to Investor Relations, Fossil Group, Inc., 901 S. Central Expressway, Richardson, Texas 75080. What happens if a change to the Annual Meeting is necessary due to exigent circumstances? As partprinted copy of our precautions regardingproxy materials, please follow the coronavirus or COVID-19, we are planning forinstructions included in the possibility that the meeting may be held virtually over the Internet. If we take this step, we will announce the decision to do so by May 8, 2020 via a press release and posting details on our website that will also be filed with the SEC as proxy material. A virtual meeting will have no impact on stockholders’ ability to provide their proxy by using the Internet or telephone or by completing, signing, dating and mailing their proxy card, each as explained in this proxy statement. As always, we encourage you to vote your shares prior to the Annual Meeting. 20 2 0 P R O X Y S TATE M E NT 7 2 WWW.FOSSILGROUP.COM P R O P O S A L 1 : E L E C T IO N O F D I R E C T O R S PROPOSAL 1: ELECTION OF DIRECTORSteneight members. Each of our current directors will stand for re-election at the Annual Meeting, except Messrs. Thomas M. Nealon, James E. Skinner and James M. Zimmerman who are each retiring from our Board and not standing for re-election. Messrs. Skinner and Zimmerman have exceeded our ten year Board service guideline and Mr. Nealon has served on our Board for eight years. or unwilling to accept nomination or election, the proxy holders may vote the proxies for the election, in his or her stead, of any other person the Board may nominate or designate. Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Each director nominee has consented to serve as a director if elected, and each director nominee has expressed his or her intention to serve the entire term. Meeting.-— What is the Vote Required for Each Proposal?” Should any director nominee become unable or unwilling to accept nomination or election, the proxy holders may vote the proxies for the election, in his or her stead, of any other person the Board may nominate or designate. Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Each director nominee has consented to serve as a director if elected, and each director nominee has expressed his or her intention to serve the entire term.Board.Board as of May 2023. Unless otherwise directed in the proxy, it is the intention of the persons named in the proxy to vote the shares represented by such proxy for the election of each of the director nominees. Each of the director nominees is presently a director of the Company. NAME AGE POSITION TENURE
(YEARS)* Mark R. Belgya 62 Director 5 William B. Chiasson 70 Director 10 Susie Coulter 57 Director 0.5 Kim Harris Jones 63 Director 3.5 Kosta N. Kartsotis 70 Chairman of the Board and Chief Executive Officer 33 Kevin Mansell 70 Lead Independent Director 4 Marc R. Y. Rey 59 Director 3 Gail B. Tifford 53 Director 6 electedappointed to the Board in May 2018, and he is currently Chairman of the Company’s Audit Committee and a member of the Compensation and Talent Management Committee. Mr. Belgya has served as Vice Chair and Chief Financial Officer of The J.M. Smucker Company (NYSE: SJM), a leading manufacturer and distributor of consumer food, beverage, and pet food products (“Smucker”), sincefrom May 2016.2016 until his retirement in September 2020. Mr. Belgya joined Smucker’sSmucker in an 8 W W W . FO S S I L G R O U P .C O M NAM E AG E P O S IT I O N T E N U R E (YE A R S ) Mark R. Belgya 59 Director 2 William B. Chiasson 67 Lead Independent Director 6.5 Kim Harris Jones 59 Director --Kosta N. Kartsotis 67 Chairman of the Board and Chief Executive Officer 30 Kevin Mansell 68 Director 1 Diane L . Neal 63 Director 8 Gail B. Tifford 50 Director 2.5
PR OP O S A L 1 : E L E C T I ON OF D I R E C T OR S internal audit capacity in 1985 and rose through finance positions of increasing responsibility becoming Corporate Controller in 1997, Treasurer in 2001, and CFOChief Financial Officer in 2005. Prior to joining Smucker, Mr. Belgya was a staff auditor from 1982 until 1985 for
| 2023 PROXY STATEMENT | | | 3 | |
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Kosta N. Kartsotis
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PR OP O S A L 1 : E L E C T I ON OF D I R E C T OR S leading global consumer goods company that offers products in the food, home care, personal care and refreshment segments. Her roles included brand, marketing, and digital innovation from 1996 until 2009, and after she rejoined Unilever in 2011, most recently serving as Vice President, Media North America and Global Digital Media Innovation. From October 2009 until May 2011, Ms. Tifford served as Vice President for Strategic Partnerships at MTV Networks, a cable and satellite television channel owned by Viacom Media Networks. Ms. Tifford has substantial experience in branding and marketing and a proven track record of building brands in an evolving digital landscape. B O A R D C O M P O S I T IO N , Q U A L I FICA T IO N S A N D D I V E R S I T Y
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20 20 P R O P O S E D B O A R D C O M P O S I T IO N , Q U A L I FICA T IO N S A N D D I V E R S I T Y B O A R D I N DE PE N DE N C E G E N D E R D I V E R S I T Y Non-Independent Directors (1) Female (3) Male (4) Independent who have served or serve on other public company boards can offer advice and insights with regard to the dynamics and operation of a board of directors, the relationship between a board and the CEO and other management personnel, the importance of particular agenda items and oversight of a changing mix of strategic, operational and compliance matters.
| 2023 PROXY STATEMENT | | | 7 | |
| | Board Diversity Matrix (As of April 12, 2023) | | | ||||||||||||||||||||||||||||
| | Total Number of Directors | | | | 8 | | | ||||||||||||||||||||||||
| | | | | | Female | | | | Male | | | | Non-Binary | | | | Did Not Disclose Gender | | | ||||||||||||
| | Part I: Gender Identity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Directors | | | | | | 3 | | | | | | | 5 | | | | | | | 0 | | | | | | | 0 | | | |
| | Part II: Demographic Background | | | ||||||||||||||||||||||||||||
| | African American or Black | | | | | | 1 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | |
| | Alaskan Native or Native American | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | |
| | Asian | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | |
| | Hispanic or Latinx | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | |
| | Native Hawaiian or Pacific Islander | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | |
| | White | | | | | | 2 | | | | | | | 5 | | | | | | | 0 | | | | | | | 0 | | | |
| | Two or More Races or Ethnicities | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | |
| | LGBTQ+ | | | | 0 | | | ||||||||||||||||||||||||
| | Did Not Disclose Demographic Background | | | | 0 | | |
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C O R P O R AT E G O VE R NAN C E AN D O T H E R B O AR D M AT T E R S C O R P O R AT E G OVE R NAN C E AN D O T H E R B OAR D M AT T E R S TABLE OF CONTENTS
| The Board of Directors unanimously recommends that stockholders vote “FOR” the election of each Director Nominee set forth above for the Board of Directors. | |
| 2023 PROXY STATEMENT | | | 9 | |
| | DIRECTOR | | | | AUDIT COMMITTEE | | | | COMPENSATION AND TALENT MANAGEMENT COMMITTEE | | | | NOMINATING AND CORPORATE GOVERNANCE COMMITTEE | | |
| | Mark R. Belgya | | | | C | | | | X | | | | | | |
| | William B. Chiasson | | | | X | | | | | | | | X | | |
| | Susie Coulter | | | | | | | | | | | | X | | |
| | Kim Harris Jones | | | | X | | | | | | | | X | | |
| | Kosta N. Kartsotis | | | | — | | | | — | | | | — | | |
| | Kevin Mansell | | | | | | | | C | | | | | | |
| | Marc R. Y. Rey | | | | | | | | X | | | | | | |
| | Gail B. Tifford | | | | | | | | | | | | C | | |
| | Number of Committee Meetings in Fiscal Year 2022 | | | | 9 | | | | 5 | | | | 4 | | |
| 10 | | | WWW.FOSSILGROUP.COM | |
CORPORATE GOVERNANCE AND OTHER BOARD MATTERS
| 2023 PROXY STATEMENT | | | 11 | |
C O R P O R AT E G O VE R NAN C E AN D O T H E R B O AR D M AT T E R S or desired changes to the purposes and membership of such committees and whether any committees should be created or discontinued. All members of the Nominating and Corporate Governance Committee have been determined to meet the Nasdaq standards for independence. See “Director Independence” below. The Board, in applying the above referenced standards, has affirmatively determined that each of the following directors and director nominees is “independent” as defined by Rule 5605(a) (2) of the Nasdaq listing standards: Mark R. Belgya, William B. Chiasson, Kim Harris Jones, Kevin Mansell, Diane L. Neal, Thomas M. Nealon, James E. Skinner, Gail B. Tifford and James M. Zimmerman. As part of the Board’s process in making such determination, each such director provided written assurances that all of the above cited objective criteria for independence are satisfied and such director has no other “material relationship” with the Company that could interfere with such director’s and director nominee’s ability to exercise independent judgment. D IR E C T OR IN DE P E N DE N C E
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Currently, the Board has determined that it is in the best interests of the stockholders and the Company for Mr. Kartsotis to serve as our Chairman as well as our CEO. During 2019,2022, Mr. William B. ChiassonMansell served as Lead Independent Director. our operations. Having a single leader for both the Company and the Board eliminates the potential for confusion or duplication of efforts, and provides clear leadership for our Company. In addition, in Mr. Kartsotis, the Board has found an effective leader who is able to facilitate open and productive discussion, effectively utilize each individual director’s unique perspective and expertise, lead the Board in innovative and creative problem solving and, by virtue of his personal ownership in the Company, to represent the interests of our stockholders as a whole.
| 2023 PROXY STATEMENT | | | 13 | |
C O R P O R AT E G O VE R NAN C E AN D O T H E R B O AR D M AT T E R S considers the director’s past attendance at meetings and participation in and contributions to the activities of the Board. C ODE S OF B U S IN E S S C ON D UC T A N D E T HI C S
| 14 | | | WWW.FOSSILGROUP.COM | |
except to the extent that the Company specifically incorporates it by reference in such filing. H E D G IN GHEDGING OF C OM P A NY S E C U RI T IE S COMPANY SECURITIES
C O R P O R AT E G O VE R NAN C E AN D O T H E R B O AR D M AT T E R S registered public accounting firm, Deloitte & Touche, LLP (“D&T”), is responsible for auditing the Company’s consolidated financial statements and expressing an opinion on the fair presentation of those financial statements in conformity with accounting principles generally accepted in the United States, performing reviews of the unaudited quarterly financial statements and auditing and expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. In performing its functions,
| 2023 PROXY STATEMENT | | | 15 | |
| 16 | | | WWW.FOSSILGROUP.COM | |
D IR E C T OR C OM P E N S A T I ON CORPORATE GOVERNANCE AND OTHER BOARD MATTERS
| | POSITION | | | | AMOUNT | | | |||
| | Non-Employee Director | | | | | $ | 60,000 | | | |
| | Lead Independent Director | | | | | $ | 35,000 | | | |
| | Audit Committee Chairperson | | | | | $ | 25,000 | | | |
| | Audit Committee Member | | | | | $ | 15,000 | | | |
| | Compensation and Talent Management Committee Chairperson | | | | | $ | 20,000 | | | |
| | Compensation and Talent Management Committee Member | | | | | $ | 10,000 | | | |
| | Nominating and Corporate Governance Committee Chairperson | | | | | $ | 15,000 | | | |
| | Nominating and Corporate Governance Committee Member | | | | | $ | 10,000 | | | |
| 2023 PROXY STATEMENT | | | 17 | |
C O R P O R AT E G O VE R NAN C E AN D O T H E R B O AR D M AT T E R S F I S C A L 2 0 1 9 D I R E C TO R C O M P E N S A T I O N T A B L E FISCAL 2022 DIRECTOR COMPENSATION TABLE
| | NAME (1)(2) | | | | FEES EARNED OR PAID IN CASH ($)(3) | | | | STOCK AWARDS ($)(4) | | | | TOTAL ($) | | | |||||||||
| | Mark R. Belgya | | | | | | 95,000 | | | | | | | 71,130 (5) | | | | | | | 166,130 | | | |
| | William B. Chiasson | | | | | | 85,000 (6) | | | | | | | 71,130 (5) | | | | | | | 156,130 | | | |
| | Susie Coulter (7) | | | | | | 4,402 | | | | | | | 44,640 | | | | | | | 49,042 | | | |
| | Kim Harris Jones | | | | | | 85,000 | | | | | | | 71,130 (5) | | | | | | | 156,130 | | | |
| | Kevin Mansell | | | | | | 115,000 | | | | | | | 71,130 | | | | | | | 186,130 | | | |
| | Diane L. Neal (8) | | | | | | 30,549 | | | | | | | — | | | | | | | 30,549 | | | |
| | Marc R. Y. Rey | | | | | | 70,000 | | | | | | | 71,130 | | | | | | | 141,130 | | | |
| | Gail B. Tifford | | | | | | 75,000 | | | | | | | 71,130 | | | | | | | 146,130 | | | |
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S T O C K O W N E R S H IP G U IDE L IN E S F OR D IR E C T OR S In 2010, the
| 2023 PROXY STATEMENT | | | 19 | |
C O R P O R AT E G O VE R NAN C E AN D O T H E R B O AR D M AT T E R S 20 2 0 P R O X Y S TATE M E NT 23
S E C U R I T Y OW N E R S H I P O F C E R TA I N B E N E F I C I AL OW N E R S AN D MANAG E M E N T The Company’s only outstanding class of equity securities is its Common Stock. The following table sets forth information regarding the beneficial ownership of Common Stock as of March 27, 202029, 2023 by (i) each Named Executive Officer (as defined in “Compensation Discussion and Analysis”); (ii) each director and director nominee of the Company; (iii) all present executive officers and directors of the Company as a group; and (iv) each other person known to the Company to own beneficially more than five percent (5%) of the Common Stock as of March 27, 2020.29, 2023. The address of each officer and director is c/o Fossil Group, Inc., 901 S. Central Expressway, Richardson, Texas 75080.
| | | | | | SHARES BENEFICIALLY OWNED (1)(2) | | | ||||||||||
| | NAME OF BENEFICIAL OWNER | | | | NUMBER | | | | PERCENT | | | ||||||
| | Jeffrey N. Boyer | | | | | | 371,450 (3) | | | | | | | * | | | |
| | Sunil M. Doshi | | | | | | 32,551 (4) | | | | | | | * | | | |
| | Darren E. Hart | | | | | | 91,348 (5) | | | | | | | * | | | |
| | Kosta N. Kartsotis | | | | | | 3,200,837 | | | | | | | 6.2% | | | |
| | Greg A. McKelvey | | | | | | 840,918 (6) | | | | | | | 1.6% | | | |
| | Mark R. Belgya | | | | | | 19,644 (7) | | | | | | | * | | | |
| | William B. Chiasson | | | | | | 60,889 (8) | | | | | | | * | | | |
| | Susie Coulter | | | | | | 0 | | | | | | | | | | |
| | Kim Harris Jones | | | | | | 11,466 (9) | | | | | | | * | | | |
| | Kevin Mansell | | | | | | 34,483 (10) | | | | | | | * | | | |
| | Marc R. Y. Rey | | | | | | 25,300 (11) | | | | | | | * | | | |
| | Gail B. Tifford | | | | | | 42,449 (12) | | | | | | | * | | | |
| | All executive officers and directors as a group (14 persons) | | | | | | 4,764,556 (13) | | | | | | | 9.2% | | | |
| | BlackRock, Inc. | | | | | | 3,118,437 (14) | | | | | | | 6.0% | | | |
| | FMR, LLC | | | | | | 4,451,387 (15) | | | | | | | 8.6% | | | |
| | Liechtensteinische Landesbank Aktiengesellschaft | | | | | | 2,805,194 (16) | | | | | | | 5.4% | | | |
| | The Vanguard Group | | | | | | 2,607,668 (17) | | | | | | | 5.0% | | | |
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S E C U R I T Y O W N E R S H I P O F C E R TA I N B E N E F I C I A L O W N E R S A N D M A N A G E M E N T SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
| 2023 PROXY STATEMENT | | | 21 | |
E X E C U TI V E C O M P E N S ATI O N E X EC U T I V E O F F I C E R S EXECUTIVE COMPENSATION
| | NAME | | | | AGE | | | | POSITION | | | |||
| | Jeffrey N. Boyer | | | | �� | | 64 | | | | | Executive Vice President, Chief Operating Officer | | |
| | Holly L. Briedis | | | | | | 36 | | | | | Executive Vice President, Chief Growth Officer | | |
| | Sunil M. Doshi | | | | | | 51 | | | | | Executive Vice President, Chief Financial Officer and Treasurer | | |
| | Darren E. Hart | | | | | | 60 | | | | | Executive Vice President, Chief Human Resources Officer | | |
| | Melissa B. Lowenkron | | | | | | 48 | | | | | Chief Brand Officer | | |
| | Greg A. McKelvey | | | | | | 50 | | | | | Executive Vice President, Chief Commercial Officer | | |
E X E C U T I V E C OM PE N S AT I ON advancingwas elected to the postBoard of Senior Vice PresidentDirectors of Sally Beauty Holdings, Inc. in July 2022 and Chief Financial Officer. He also served in multiple top-level capacities withserves on the Pillsbury CompanyAudit Committee and Kraft General Foods. Mr. Boyer began his career as an accountant with PricewaterhouseCoopers in 1980. Steve A. Evans Steve A. EvansCompensation and Talent Committee.
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| 2023 PROXY STATEMENT | | | 23 | |
C O M PE N S A T I O N D I S C US SI O N A N D A N A L Y SI S COMPENSATION DISCUSSION AND ANALYSIS
| | NAME | | | | POSITION | | |
| | Kosta N. Kartsotis | | | | Chairman of the Board, Chief Executive Officer | | |
| | Sunil M. Doshi | | | | Executive Vice President, Chief Financial Officer and Treasurer | | |
| | Jeffrey N. Boyer | | | | Executive Vice President, Chief Operating Officer | | |
| | Darren E. Hart | | | | Executive Vice President, Chief Human Resources Officer | | |
| | Greg A. McKelvey | | | | Executive Vice President, Chief Commercial Officer | | |
| | TITLE | | | | PAGE | | | |||
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| | Additional Information | | | | | | | | |
E X E C U T I V E C OM PE N S AT I ON Program Changes 2019 and 2020 Our Compensation Committee worked with Korn Ferry, the Committee’s independent executive compensation consultant, to evaluate our executive compensation program during fiscal years 2019 and 2020. first quarter of fiscal years 2019 and 2020: The following tables explain the changes we made for the 20 2 0 P R O X Y S TATE M E NT 2 9 F I S C A L Y E A R 2 0 2 0 C O M P E N S AT I O N P R O G R A M C H A N G E S R AT I O NAL E Short-Term Annual Cash Incentive Plan Simplified the design by eliminating the performance review rating component. Replaced strategic priorities with Company transformation cost savings metrics (New Worldinclude revitalizing the Fossil 2.0). 100% based on Company financial performance We determined that the short-term incentive plan should be focused solely on the overall performance of the Company without regard to individual performance. Long-Term Retentionbrand, growing watches and Incentive Equity Awards Continued 25% reductionjewelry in our equity target percentages. Committed to use a $15.00 stock price, which we expect to be higher than the fair market value of the stock price on the April 15, 2020 date of grant in calculating the number of shares to grant to employees for the total dollar value of their grant. As a result, long-term incentive awards to NEOs as a percentage of annual salary are expected to be substantially lower than the target of 113% of annual salary. We are maintaining the lower target percentages to effectively managecore brands and growing our burn rate. Conserves additional shares in the Long-Term Incentive Plan by granting fewer shares to achieve the granted value of the awards F I S C A L Y E A R 2 0 1 9 C O M P E N S AT I O N P R O G R A M C H A N G E S R AT I O NAL E Short-Term Annual Cash Incentive Plan Replaced inventory metric with core sales metric. Adjusted the weightings mix between financial and operational/ strategic goals from 40/60 to 75/25 In developing the 2019 financial plan, we determined it was critical to the Company’s success to drive core sales. Supports our goal of being a smaller, more profitable company. Long-Term Retention and Incentive Equity Awards Continued 25% reduction in our equity target percentages. Used a stock price of $18.00, which was higher than the fair market value of the stock price on the April 15, 2019 date of grant in calculating the number of shares to grant to employees for the total dollar value of their grant. As a result, long-term incentive awards were in the amount of 82% of annual salary to NEOs instead of the target 113% of annual salary. We are maintaining the lower target percentages to effectively manage our burn rate. Conserves additional shares in the Long-Term Incentive Plan by granting fewer shares to achieve the nominal compensation value of the awards
20192022 Compensation Summary
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| 2023 PROXY STATEMENT | | | 25 | |
| | WHAT WE DO | | | | WHAT WE DON’T DO | | |
| | ✓ Follow a primarily pay-for-performance philosophy ✓ Use multiple performance metrics within our annual compensation plan ✓ Use a thorough process for setting rigorous performance goals ✓ Maintain executive and director stock ownership guidelines ✓ Retain an independent compensation consultant ✓ Provide severance and change in control arrangements that are aligned with market practices ✓ Retain a double trigger equity acceleration upon a change in control. ✓ Provide modest perquisites with reasonable business rationale ✓ Regularly review share utilization and burn rate ✓ Maintain a clawback policy | | | | × No discounting, reloading or repricing of stock options without stockholder approval × No employment agreements × No excise tax gross-ups upon a change in control × No excessive perquisites × No guaranteed salary increases × No permitted pledging, hedging, short sales or derivative transactions in company stock. | | |
E X E C U T I V E C OM PE N S AT I ON C OM P E N S A T I ON P H IL O S OP HY Our compensation philosophy is to provide competitive compensation in order to attract, retain and motivate top talent and to drive company success. Our goal is to target total direct compensation at or abovearound the median of the market, with actual pay levels awarded based on actual performance above or below targets. We utilize external benchmarking data and comparable peer groups to establish pay levels and practices. Top performers receive higher rewards through our merit pay process, bonus program (which was linked to performance ratings in 2019) and equity linked directly to company performance. In addition, the Compensation and Talent Management Committee believes in a pay-for-performance approach to executive compensation that aligns executive compensation with stockholder interests. This means that a significant portion of an executive’s compensation is at risk and will vary from the targeted compensation opportunity based upon the level of achievement of specified performance objectives and stock price performance. We emphasize equity-based long-term incentives to ensure that our executives are focused on longer term operating and stock price performance in addition to short-term goals. The targeted value for long-term incentive awards for the NEOs is approximately 1.5 times the targeted value of their annual incentive awards. Of the targeted total direct compensation for fiscal year 2019, 65%%2022, approximately 57% to 69%* of the NEO’s compensation waswould be at risk or tied to changes in stock price or pre-determined performance objectives. Base Salary (35%) Long-Term Equity Incentive (39%) “AT RISK” TARGETED
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| 2023 PROXY STATEMENT | | | 27 | |
| | NAME | | | | START OF YEAR ANNUAL SALARY RATE | | | | CHANGE % | | | | END OF YEAR ANNUAL SALARY RATE | | | |||||||||
| | Kartsotis | | | | | $ | 0 | | | | | | | 0.0% | | | | | | $ | 0 | | | |
| | Doshi | | | | | $ | 490,000 | | | | | | | 7.14% | | | | | | $ | 525,000 | | | |
| | Boyer | | | | | $ | 700,000 | | | | | | | 2.75% | | | | | | $ | 719,250 | | | |
| | Hart | | | | | $ | 678,500 | | | | | | | 3.25% | | | | | | $ | 700,550 | | | |
| | McKelvey | | | | | $ | 721,000 | | | | | | | 2.75% | | | | | | $ | 740,800 | | | |
* Effective February 3, 2019 Annual Incentive Plan The Company’s Cash Incentive Plan (the “Cash Incentive Plan”) was approved by stockholders at our Annual Meeting of Stockholders in May 2015.
| | | | | | PERFORMANCE METRIC | | | | DESCRIPTION | | | | WEIGHTING | | | |||
| | Financial goals: | | | | Net sales | | | | Target of $2.02 billion | | | | | | 30% | | | |
| Adjusted operating income | | | | Target of $150 million | | | | | | 50% | | | | |||||
| | Strategic goals: | | | | New consumers | | | | • Consumer email file size growth | | | | | | 10% | | | |
| Digital capabilities | | | | • Digital roadmap execution • 1P marketplace launch • Marketing investment stewardship | | | | | | 10% | | | |
E X E C U T I V E C OM PE N S AT I ON Targets arePerformance goals were approved by the Compensation and Talent Management Committee in our first fiscal quarterMarch 2022 and includeincluded targets for threshold, target, and maximum payouts. Thestretch payouts for the financial metrics. For the strategic goals, the new consumers goal included targets for threshold, payout level for our operating income must be achieved in order fortarget, and stretch payouts ranging from 50% to 200%, while the digital capabilities goals were measured individually with an above threshold payoutachievement range of 0% to be earned under the Strategic Priorities category. The achievement200%. Each performance metric was measured independently of the Core Sales performance metric is determined independent of our operating income. Whenother metrics. In setting these targets, key considerations of the Compensation and Talent Management Committee included:
| 28 | | | WWW.FOSSILGROUP.COM | |
| | PERFORMANCE METRIC | | | | THRESHOLD* PERFORMANCE | | | | THRESHOLD* PAYOUT | | | | TARGET PERFORMANCE | | | | TARGET PAYOUT | | | | STRETCH* PERFORMANCE | | | | MAXIMUM* PAYOUT | | | |||||||||||||||
| | Net sales | | | | | | 95% | | | | | | | 50% | | | | | $2.02 billion | | | | | | 100% | | | | | | | 109% | | | | | | | 200% | | | |
| | Adjusted operating income | | | | | | 83% | | | | | | | 50% | | | | | $150 million | | | | | | 100% | | | | | | | 133% | | | | | | | 200% | | | |
27.4%. The calculation for company achievement isthe Company payout percentage was the sum of weighting times achievement for each metric (as defined), and for fiscal year 2019 is: 2022 was:
| | NAME | | | | BASE SALARY | | | | PERCENTAGE | | | | COMPANY PAYOUT % | | | | TOTAL BONUS AMOUNT | | | ||||||||||||
| | Kartsotis | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | |
| | Doshi | | | | | $ | 525,000 | | | | | 50% – 75%* | | | | | | 27.4% | | | | | | $ | 93,731 | | | | |||
| | Boyer | | | | | $ | 719,250 | | | | | | | 100% | | | | | | | 27.4% | | | | | | $ | 197,075 | | | |
| | Hart | | | | | $ | 700,550 | | | | | | | 75% | | | | | | | 27.4% | | | | | | $ | 143,963 | | | |
| | McKelvey | | | | | $ | 740,800 | | | | | | | 100% | | | | | | | 27.4% | | | | | | $ | 202,979 | | | |
| 2023 PROXY STATEMENT | | | 29 | |
E X E C U T I V E C OM PE N S AT I ON the Company. In addition, for retention purposes and to further align Mr. Doshi’s total compensation with the market for his position, Mr. Doshi received an equity grant of RSUs equal to the amount of his actual annual RSU grant with the same three year vesting schedule as his annual grant. The Compensation and Talent Management Committee makes the ultimate determination regarding these grants and can increase or decrease the recommended awards. In calculatingorder to manage the number of shares to grant to NEOs in 2019,Company’s burn rate, the Compensation Committee approved the use of a stock price ($18.00) that was higher than the mean price ($13.095)target long-term incentive grants were (i) reduced by 25% and (ii) calculated on the date of grant in order to conserve shares underusing a $13.25 per share value instead of the Company’s Long-Term Incentive Plan.fair market value of $10.885 per share on the date of grant. Based on the foregoing, the Compensation and Talent Management Committee approved the following annual equity awards which were granted on April 15, 2019: 2022:
| | NAME | | | | ANNUAL EQUITY AWARD (1) | | | | RSUS (50%) | | | | PSUS (50%) | | | | RSU SHARES | | | | PSU SHARES | | | |||||||||||||||
| | Kartsotis | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | |
| | Doshi | | | | | $ | 305,912 (2) | | | | | | $ | 305,912 (3) | | | | | | | — | | | | | | | 28,104 | | | | | | | — | | | |
| | Boyer | | | | | $ | 862,570 | | | | | | $ | 431,285 | | | | | | $ | 431,285 | | | | | | | 39,622 | | | | | | | 39,622 | | | |
| | Hart | | | | | $ | 629,850 | | | | | | $ | 314,925 | | | | | | $ | 314,925 | | | | | | | 28,932 | | | | | | | 28,932 | | | |
| | McKelvey | | | | | $ | 888,456 | | | | | | $ | 444,228 | | | | | | $ | 444,228 | | | | | | | 40,811 | | | | | | | 40,811 | | | |
| 30 | | | WWW.FOSSILGROUP.COM | |
| | | | | | VESTING | | | | 2022 ADJUSTED OPERATING MARGIN | | | ||||||
| | Stretch | | | | | | 200% | | | | | | | 5.8% | | | |
| | Maximum | | | | | | 150% | | | | | | | 4.8% | | | |
| | Target | | | | | | 100% | | | | | | | 4.3% | | | |
| | Threshold | | | | | | 50% | | | | | | | 3.8% | | | |
If the Company does not meet the minimum threshold goals, then the2022 PSUs for thatfiscal year will not vest. 2022 is shown in the following table:
| | | | | | VESTING | | | | 2022 ADJUSTED OPERATING INCOME | | | |||
| | Stretch | | | | | | 200% | | | | | $165 million | | |
| | Maximum | | | | | | 150% | | | | | $150 million | | |
| | Target | | | | | | 100% | | | | | $135 million | | |
| | Threshold | | | | | | 50% | | | | | $120 million | | |
E X E C U T I V E C OM PE N S AT I ON None of the NEOs chose to contribute to this plan in fiscal year 2019. In addition, our NEOs receivereceived the following perquisites:
| 2023 PROXY STATEMENT | | | 31 | |
are competitive with similar companies. The following was considered when determining our peer group: was
| 32 | | | WWW.FOSSILGROUP.COM | |
| Caleres, Inc. Chico’s FAS, Inc. Columbia Sportswear Company Crocs, Inc. Deckers Outdoor Corporation | | | Express, Inc. Genesco, Inc. G-III Apparel Group, Ltd. Guess?, Inc. Movado Group, Inc. | | | Oxford Industries, Inc. Steven Madden, Ltd. Urban Outfitters, Inc. Wolverine World Wide, Inc. | |
| 2023 PROXY STATEMENT | | | 33 | |
| | Position | | | | Base Salary Multiple | | |
| | Chief Executive Officer | | | | Six Times | | |
| | Other Executive Officers | | | | Two Times | | |
E X E C U T I V E C OM PE N S AT I ON guidelines. Non-compliance was driven byExecutive Employment Contracts
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F I S C A L 2 0 1 9 , 2 0 1 8 A N D 2 0 1 7 S U M M A R Y C O M P E N S A T I O N T A B L E EXECUTIVE COMPENSATION
| | NAME AND PRINCIPAL POSITION | | | | YEAR | | | | SALARY ($) | | | | BONUS ($) | | | | STOCK AWARDS ($)(1) | | | | OPTION AWARDS ($) | | | | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(2) | | | | CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($) | | | | ALL OTEHR COMPENSATION ($) | | | | TOTAL ($) | | | |||||||||||||||||||||||||||
| | Kosta N. Kartsotis (3) Chief Executive Officer and Director | | | | | | 2022 | | | | | | | -0- | | | | | | | -0- | | | | | | | -0- | | | | | | | -0- | | | | | | | -0- | | | | | | | -0- | | | | | | | -0- | | | | | | | -0- | | | |
| | | 2021 | | | | | | | -0- | | | | | | | -0- | | | | | | | -0- | | | | | | | -0- | | | | | | | -0- | | | | | | | -0- | | | | | | | -0- | | | | | | | -0- | | | | |||||
| | | 2020 | | | | | | | -0- | | | | | | | -0- | | | | | | | -0- | | | | | | | -0- | | | | | | | -0- | | | | | | | -0- | | | | | | | -0- | | | | | | | -0- | | | | |||||
| | Sunil M. Doshi Executive Vice President, Chief Financial Officer and Treasurer (4) | | | | | | 2022 | | | | | | | 499,654 | | | | | | | -0- | | | | | | | 305,912 | | | | | | | -0- | | | | | | | 93,731 | | | | | | | -0- | | | | | | | 9,438 | | | | | | | 908,735 | | | |
| | | 2021 | | | | | | | 435,442 | | | | | | | -0- | | | | | | | 260,284 | �� | | | | | | -0- | | | | | | | 313,600 | | | | | | | -0- | | | | | | | 8,211 | | | | | | | 1,017,537 | | | | |||||
| | Jeffrey N. Boyer Executive Vice President, Chief Operating Officer | | | | | | 2022 | | | | | | | 716,288 | | | | | | | -0- | | | | | | | 862,571 | | | | | | | -0- | | | | | | | 197,075 | | | | | | | -0- | | | | | | | 27,066 (5) | | | | | | | 1,803,000 | | | |
| | | 2021 | | | | | | | 662,308 | | | | | | | -0- | | | | | | | 1,096,811 | | | | | | | -0- | | | | | | | 896,000 | | | | | | | -0- | | | | | | | 20,221 | | | | | | | 2,675,340 | | | | |||||
| | | 2020 | | | | | | | 630,000 | | | | | | | 87,500 | | | | | | | 387,300 | | | | | | | -0- | | | | | | | 576,450 | | | | | | | -0- | | | | | | | 20,324 | | | | | | | 1,701,574 | | | | |||||
| | Darren E. Hart Executive Vice President, Chief Human Resources Officer | | | | | | 2022 | | | | | | | 697,158 | | | | | | | -0- | | | | | | | 629,850 | | | | | | | -0- | | | | | | | 143,963 | | | | | | | -0- | | | | | | | 18,807 (6) | | | | | | | 1,489,778 | | | |
| | | 2021 | | | | | | | 641,965 | | | | | | | -0- | | | | | | | 837,191 | | | | | | | -0- | | | | | | | 651,360 | | | | | | | -0- | | | | | | | 21,775 | | | | | | | 2,152,291 | | | | |||||
| | | 2020 | | | | | | | 610,650 | | | | | | | 84,813 | | | | | | | 192,692 | | | | | | | -0- | | | | | | | 558,745 | | | | | | | -0- | | | | | | | 22,659 | | | | | | | 1,469,559 | | | | |||||
| | Greg A. McKelvey Executive Vice President, Chief Commercial Officer | | | | | | 2022 | | | | | | | 737,754 | | | | | | | -0- | | | | | | | 888,455 | | | | | | | -0- | | | | | | | 202,979 | | | | | | | -0- | | | | | | | 8,176 | | | | | | | 1,837,364 | | | |
| | | 2021 | | | | | | | 682,177 | | | | | | | -0- | | | | | | | 1,129,719 | | | | | | | -0- | | | | | | | 922,880 | | | | | | | 4,383 | | | | | | | 12,769 | | | | | | | 2,751,928 | | | | |||||
| | | 2020 | | | | | | | 648,900 | | | | | | | 67,594 | | | | | | | 393,264 | | | | | | | -0- | | | | | | | 593,744 | | | | | | | -0- | | | | | | | -0- | | | | | | | 1,703,502 | | | |
| 2023 PROXY STATEMENT | | | 35 | |
E X E C U T I V E C OM PE N S AT I ON F I S C A L 2 0 1 9 G R A N T S O F P L A N - B A S E D A W A R D S T A B L E FISCAL 2022 GRANTS OF PLAN-BASED AWARDS TABLE
| | NAME | | | | GRANT DATE | | | | ESTIMATED FUTURE PAYOUTS UNDER NON- EQUITY INCENTIVE PLAN AWARDS (1) | | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS (2) | | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (3)(#) | | | | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($) | | | |||||||||||||||||||||||||||||||||||||||||||
| THRESHOLD (4) | | | | TARGET (5) | | | | MAXIMUM (6) | | | | THRESHOLD (#) | | | | TARGET (#) | | | | MAXIMUM (#) | | | ||||||||||||||||||||||||||||||||||||||||||||
| | Kosta N. Kartsotis (7) | | | | | | N/A | | | | | | | N/A | | | | | | | N/A | | | | | | | N/A | | | | | | | N/A | | | | | | | N/A | | | | | | | N/A | | | | | | | -0- | | | | | | | N/A | | | |
| | Sunil M. Doshi | | | | | | 4/15/2022 | | | | | | | 157,500 | | | | | | | 393,750 | | | | | | | 787,500 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | |
| | | 4/15/2022 | | | | | | | | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 28,104 | | | | | | | 305,912 | | | | |||||
| | Jeffrey N. Boyer | | | | | | 4/15/2022 | | | | | | | 287,700 | | | | | | | 719,250 | | | | | | | 1,438,500 | | | | | | | 19,811 | | | | | | | 39,622 | | | | | | | 79,244 | | | | | | | — | | | | | | | 431,285 | | | |
| | | 4/15/2022 | | | | | | | | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 39,622 | | | | | | | 431,285 | | | | |||||
| | Darren E. Hart | | | | | | 4/15/2022 | | | | | | | 210,165 | | | | | | | 525,413 | | | | | | | 1,050,826 | | | | | | | 14,466 | | | | | | | 28,932 | | | | | | | 56,864 | | | | | | | — | | | | | | | 314,925 | | | |
| | | 4/15/2022 | | | | | | | | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 28,932 | | | | | | | 314,925 | | | | |||||
| | Greg A. McKelvey | | | | | | 4/15/2022 | | | | | | | 296,320 | | | | | | | 740,800 | | | | | | | 1,481,600 | | | | | | | 20,405 | | | | | | | 40,811 | | | | | | | 81,622 | | | | | | | — | | | | | | | 444,228 | | | |
| | | 4/15/2022 | | | | | | | | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 40,811 | | | | | | | 444,228 | | | |
| 36 | | | WWW.FOSSILGROUP.COM | |
E M P L O Y M E N T A G R E E M E N T S We are not a party to any employment agreements with any of our NEOs. We believe that employment agreements are not currently necessary in order to attract and retain talented personnel. However, due to the ever-changing marketplace in which we compete for talent, this practice is reviewed annually by the Compensation and Talent Management Committee to help ensure that we remain competitive in our industry, and the Compensation and Talent Management Committee may determine that such arrangements are in our best interest in the future. O U T S T A N D I N G E Q U I T Y A W A R D S A T 2 0 1 9 F I S C A L Y E A R - E N D T A B L E
| | NAME | | | | | | | | | | | OPTION AWARDS (1) | | | | STOCK AWARDS | | | ||||||||||||||||||||||||||||||||||||||||||||||||
| GRANT DATE | | | | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | | | | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | | | | OPTION EXERCISE PRICE ($) | | | | OPTION EXPIRATION DATE | | | | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)(2) | | | | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) | | | | 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 ($) | | | ||||||||||||||||||||||||||||||||
| | Kosta N. Kartsotis (3) | | | | | | N/A | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | |
| | Sunil M. Doshi | | | | | | 7/15/2020 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 13,333 | | | | | | | 57,465 | | | | | | | — | | | | | | | — | | | |
| | | 4/15/2021 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 13,096 | | | | | | | 56,444 | | | | | | | — | | | | | | | — | | | | |||||
| | | 4/15/2022 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 28,104 | | | | | | | 121,128 | | | | | | | — | | | | | | | — | | | | |||||
| | Jeffrey N. Boyer | | | | | | 4/15/2020 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 8,788 | | | | | | | 37,876 | | | | | | | 8,788 (4) | | | | | | | 37,876 | | | |
| | | 4/15/2020 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 50,000 (5) | | | | | | | 215,500 | | | | | | | — | | | | | | | — | | | | |||||
| | | 4/14/2021 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 23,773 | | | | | | | 102,462 | | | | | | | 23,773 (6) | | | | | | | 104,462 | | | | |||||
| | | 4/15/2022 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 39,622 | | | | | | | 170,771 | | | | | | | 39,662 (7) | | | | | | | 170,771 | | | |
| 2023 PROXY STATEMENT | | | 37 | |
| | NAME | | | | | | | | | | | OPTION AWARDS (1) | | | | STOCK AWARDS | | | ||||||||||||||||||||||||||||||||||||||||||||||||
| GRANT DATE | | | | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | | | | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | | | | OPTION EXERCISE PRICE ($) | | | | OPTION EXPIRATION DATE | | | | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)(2) | | | | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) | | | | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | | | | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($) | | | ||||||||||||||||||||||||||||||||
| | Darren E. Hart | | | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | |
| | | 3/15/ 2015 | | | | | | | 11,212 | | | | | | | — | | | | | | | 80.22 | | | | | | | 3/15/ 2023 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | |||||
| | | 3/15/ 2016 | | | | | | | 18,515 | | | | | | | — | | | | | | | 47.99 | | | | | | | 3/15/ 2024 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | |||||
| | | 4/15/ 2020 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 8,518 | | | | | | | 36,713 | | | | | | | 8,518 (4) | | | | | | | 36,713 | | | | |||||
| | | 4/15/ 2021 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 17,359 | | | | | | | 74,817 | | | | | | | 17,359 (6) | | | | | | | 74,817 | | | | |||||
| | | 4/15/ 2022 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 28,932 | | | | | | | 124,697 | | | | | | | 28,932 (7) | | | | | | | 124,697 | | | | |||||
| | Greg A. McKelvey | | | | | | 3/15/ 2015 | | | | | | | 10,656 | | | | | | | — | | | | | | | 80.22 | | | | | | | 3/15/ 2023 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | |
| | | 12/22/2015 | | | | | | | 12,885 | | | | | | | — | | | | | | | 36.73 | | | | | | | 12/22/2023 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | |||||
| | | 3/15/ 2016 | | | | | | | 17,634 | | | | | | | — | | | | | | | 47.99 | | | | | | | 3/15/ 2024 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | |||||
| | | 4/15/ 2020 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 9,052 | | | | | | | 39,014 | | | | | | | 9,052 (4) | | | | | | | 39,014 | | | | |||||
| | | 4/15/ 2020 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 50,000 (5) | | | | | | | 215,500 | | | | | | | — | | | | | | | — | | | | |||||
| | | 4/15/ 2021 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 24,486 | | | | | | | 105.535 | | | | | | | 24,486 (6) | | | | | | | 105,535 | | | | |||||
| | | 4/15/ 2022 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 40,811 | | | | | | | 175,895 | | | | | | | 40,811 (7) | | | | | | | 175,895 | | | |
E X E C U T I V E C OM PE N S AT I ON
| 38 | | | WWW.FOSSILGROUP.COM | |
NEOs under the 2008 Plan, unvested RSUs, SARs and PSUs will become fully exercisable or vested upon a change in control or death and will terminate upon any other termination of employment, except as provided under the Executive Severance Agreements. See “Post-Termination Compensation” below for a definition of change in control and a discussion of the vesting terms under the Executive Severance Agreements.
| | NAME | | | | OPTION AWARDS | | | | STOCK AWARDS | | | ||||||||||||||||||||
| NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | | | | VALUE REALIZED ON EXERCISE ($) | | | | NUMBER OF SHARES ACQUIRED ON VESTING (#) | | | | VALUE REALIZED ON VESTING ($)(1) | | | |||||||||||||||||
| | Kosta N. Kartsotis | | | | | | -0- | | | | | | | -0- | | | | | | | -0- | | | | | | | -0- | | | |
| | Sunil M. Doshi | | | | | | -0- | | | | | | | -0- | | | | | | | 19,881 | | | | | | | 148,206 | | | |
| 2023 PROXY STATEMENT | | | 39 | |
| | NAME | | | | OPTION AWARDS | | | | STOCK AWARDS | | | ||||||||||||||||||||
| NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | | | | VALUE REALIZED ON EXERCISE ($) | | | | NUMBER OF SHARES ACQUIRED ON VESTING (#) | | | | VALUE REALIZED ON VESTING ($)(1) | | | |||||||||||||||||
| | Jeffrey N. Boyer | | | | | | -0- | | | | | | | -0- | | | | | | | 84,000 | | | | | | | 914,340 | | | |
| | Darren E. Hart | | | | | | -0- | | | | | | | -0- | | | | | | | 72,894 | | | | | | | 793,451 | | | |
| | Greg A. McKelvey | | | | | | -0- | | | | | | | -0- | | | | | | | 86,517 | | | | | | | 941,738 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | | | | | | | | | | | | | ||||||||||
| | Fiscal Year (a) | | | | Summary Compensation Table Total for PEO (b) | | | | Compensation Actually Paid to PEO (c) | | | | Average Summary Compensation Table Total for non-PEO NEOs (d) | | | | Average Compensation Actually Paid to non-PEO NEOs (e) | | | | Total Shareholder Return (f) | | | | Peer Group Total Shareholder Return (g) | | | | Net Income (in $m) (h) | | | | Adjusted EBITDA (in $m) (i) | | | ||||||||||||||||||||||||
| | 2022 | | | | | $ | 0 | | | | | | $ | 0 | | | | | | $ | 1,509,719 | | | | | | $ | 553,910 | | | | | | $ | 55.68 | | | | | | $ | 114.12 | | | | | | $ | (44.2) | | | | | | $ | 36.1 | | | |
| | 2021 | | | | | $ | 0 | | | | | | $ | 0 | | | | | | $ | 2,157,293 | | | | | | $ | 2,403,236 | | | | | | $ | 132.95 | | | | | | $ | 167.85 | | | | | | $ | 25.4 | | | | | | $ | 159.6 | | | |
| | 2020 | | | | | $ | 0 | | | | | | $ | 0 | | | | | | $ | 1,603,279 | | | | | | $ | 1,818,903 | | | | | | $ | 112.02 | | | | | | $ | 141.19 | | | | | | $ | (96.1) | | | | | | $ | 7.7 | | | |
| 40 | | | WWW.FOSSILGROUP.COM | |
| 2023 PROXY STATEMENT | | | 41 | |
| 44 | | | WWW.FOSSILGROUP.COM | |
E X E C U T I V E C OM PE N S AT I ON identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Once we identified our median employee, we combined all of the elements of that employee’s compensation for 2019 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K to determine the median employee’s annual total compensation. P O S T - T E R M IN A T I ON C OM P E N S A T I ON Post-Termination Arrangements
| | EMPLOYEE POPULATION | | | | TOTAL EMPLOYEES | | | |||
| | U.S. Employees | | | | | | 2,488 | | | |
| | Non-U.S. Employees* | | | | | | 5,602 | | | |
| | Global Workforce | | | | | | 8,090 | | | |
| 2023 PROXY STATEMENT | | | 45 | |
combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale; or (v) any tender or exchange offer is made to acquire 30% or more of the securities of the Company, other than an offer made by the Company, and shares are acquired pursuant to that offer. Agreement; and (v) all vested SARs will be exercisable until
| | POSITION | | | | RESTRICTED STOCK UNITS ($) | | | | STOCK APPRECIATION RIGHTS ($) | | | | PERFORMANCE STOCK UNITS ($) | | | | TOTAL ($) | | | ||||||||||||
| | Kosta N. Kartsotis | | | | | | -0- | | | | | | | -0- | | | | | | | -0- | | | | | | | -0- | | | |
| | Sunil M. Doshi | | | | | | 235,037 | | | | | | | -0- | | | | | | | -0- | | | | | | | 235,037 | | | |
| | Jeffrey N. Boyer | | | | | | 526,609 | | | | | | | -0- | | | | | | | 311,109 | | | | | | | 837,718 | | | |
| | Darren E. Hart | | | | | | 236,227 | | | | | | | -0- | | | | | | | 236,227 | | | | | | | 472,454 | | | |
| | Greg A. McKelvey | | | | | | 535,944 | | | | | | | -0- | | | | | | | 320,444 | | | | | | | 856,388 | | | |
| 46 | | | WWW.FOSSILGROUP.COM | |
| | NAME | | | | TOTAL BASE SALARY | | | | TARGET BONUS | | | | HEALTHCARE AND INSURANCE BENEFITS (1) | | | | FAIR MARKET VALUE OF ADDITIONAL VESTING (2) | | | | TOTAL (3) | | | |||||||||||||||
| | Boyer | | | | | $ | 1,084,125 | | | | | | $ | 1,806,875 | | | | | | $ | 17,070 | | | | | | $ | 764,982 | | | | | | $ | 3,673,052 | | | |
| | Hart | | | | | $ | 1,050,825 | | | | | | $ | 1,313,533 | | | | | | $ | 23,965 | | | | | | $ | 419,342 | | | | | | $ | 2,807,665 | | | |
| | McKelvey | | | | | $ | 1,116,750 | | | | | | $ | 1,861,250 | | | | | | $ | 23,064 | | | | | | $ | 781,470 | | | | | | $ | 3,782,534 | | | |
| 2023 PROXY STATEMENT | | | 47 | |
| | NAME | | | | CHANGE IN CONTROL SUM | | | | HEALTHCARE AND INSURANCE BENEFITS (1) | | | | FAIR MARKET VALUE OF ACCELERATED VESTING (2) | | | | TOTAL (3) | | | ||||||||||||
| | Boyer | | | | | $ | 3,613,750 | | | | | | $ | 17,070 | | | | | | $ | 837,717 | | | | | | $ | 4,468,537 | | | |
| | Hart | | | | | $ | 2,977,339 | | | | | | $ | 23,965 | | | | | | $ | 472,454 | | | | | | $ | 3,473,758 | | | |
| | McKelvey | | | | | $ | 3,722,500 | | | | | | $ | 23,064 | | | | | | $ | 856,388 | | | | | | $ | 4,601,952 | | | |
E X E C U T I V E C OM PE N S AT I ON Post-Employment Compensation Table Set forth below are the amounts that the NEO would have received upon a change in control or death as of December 28, 2019. In calculating the amounts in the table, the Company based the stock distribution values on a price of $7.74 per share, which was the closing price of the Common Stock on Nasdaq as of December 27, 2019. E Q U I T Y C OM P E N S A T I ON P L A N IN F OR M A T I ON The following table provides certain information as of December 31, 2019 with respect to our equity compensation plans under which our equity securities are authorized for issuance: (1) Includes shares to be issued upon the vesting of outstanding RSUs and PSUs (assuming target performance levels) and the exercise of outstanding stock options, including those stock options that are out of the money. All SARs as of December 28, 2019 are out of the money based on the closing price of our Common Stock on the Nasdaq on December 27, 2019 which was $7.74 per share. (2) Excludes RSUs and PSUs. 47 W W W . FO S S I L G R O U P .C O M 20 2 0 P R O X Y S TATE M E NT 47 PL A N C AT E G OR Y ( A) N U M B E R O F S E C U R I T I E S T O B E I S S U E D U P O N E X E R C I S E OF O U T S TA N D I N G OP T I ON S , W A R R A N T S , A N D R I G H T S ( 1 ) ( B) W E I G HTE D AV E R A G E E X E R C I S E P R I C E O F O UT S TAN D I N G O P T I O N S , W AR R AN T S AN D R I G H T S (C ) N U M B E R O F S E C U RI T IE S R E M A IN IN G AVA I L A B L E F O R F U T U R E I S S U A N C E U N D E R E Q U I T Y C OM PE N S AT I ON PL A N S ( E X C L U D I N G S E C U R I T I E S R E F L E C T E D I N C O L U M N ( A ) ) Equity compensation plans approved by security holders 184,304 $76.13 (2) 5,035,834 Equity compensation plans not approved by security holders Not applicable Not applicable Not applicable Total 184,304 $76.13 5,035,834 P O S IT I O N R E ST R I C T E D ST OC K U N I T S ( $ ) ST OC K A P P R EC I AT I O N R I G HT S ( $) P E R F O R MAN C E S T O C K U N I T S ( $ ) T O TA L ( $ ) Kosta N. Kartsotis -0--0--0--0-Jeffrey N. Boyer 1,410,847 -0-296,566 1,707,413 Randy C . Belcher 464,594 -0-392,232 856,826 Darren E . Hart 547,806 -0-401,930 949,736 Greg A . McKelvey 1,765,084 -0-415,600 2,180,684
DE L IN Q U E N T S E C T I ON 1 6 ( A ) R E P OR T S Section 16(a) of the Exchange Act requires the Company’s executive officers and directors, and persons who own more than 10% of a registered class of the Company’s equity securities (the “10% Stockholders”), to file reports of ownership and changes of ownership with the SEC. Executive officers, directors and 10% Stockholders of the Company are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms so filed. Based solely on review of copies of such forms received, the Company believes that, during the last fiscal year, all filing requirements under Section 16(a) applicable to its executive officers, directors and 10% Stockholders were timely met, except for one Form 4 for one grant transaction for Ms. Moeri. C E R T A IN R E L A T I ON S H IPS A N D R E L A T E D P A R T Y T R A N S A C T I O N S met.
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P R O P O S A L 2 : A P P R O V A L , O N A N A D V I S O R Y B A S I S , O F C O M P E N S AT I O N P A I D T O T H E C O M P A N Y ’ S N A M E D E X E C U T I V E O F F I C E R S P R O P O S A L 2 : A P P R OVA L , O N A N A DV I S O R Y B A S I S , O F C O M P E N S AT IO N PA I D T O E X E CU T IV E O F F I C E R S T H E C O M PA N Y ’ S N A M E D PROPOSAL 2: APPROVAL, ON AN ADVISORY BASIS,
OF COMPENSATION PAID TO THE COMPANY’S NAMED
EXECUTIVE OFFICERS
| The Board of Directors unanimously recommends that stockholders vote “FOR” the approval, on an advisory basis, of the compensation of our Named Executive Officers as disclosed in the compensation discussion and analysis. | |
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| THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE OPTION OF EVERY “1 YEAR” FOR FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. | |
| 2023 PROXY STATEMENT | | | 51 | |
| The board of directors recommends that the stockholders vote “FOR” the approval of the 2023 Plan. | |
| | PLAN CATEGORY | | | | (A) NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS (1) | | | | (B) WEIGHTED-AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS | | | | (C) NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN (A)) | | | |||||||||
| | Equity compensation plans approved by security holders | | | | | | 1,967,257 | | | | | | $ | 55.31 (2) | | | | | | | 2,881,366 | | | |
| | Equity compensation plans not approved by security holders | | | | Not applicable | | | | Not applicable | | | | Not applicable | | | |||||||||
| | Total | | | | | | 1,967,257 | | | | | | $ | 55.31 | | | | | | | 2,881,366 | | | |
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| The Board of Directors recommends a vote FOR the 2023 Plan. | |
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P R O P O S A L 3 : R AT I F IC AT IO N O F A P P O I N T M E N T O F I N D E P E N D E N T R E G I S T E R E D P U B L IC AC C O U N T I N G F I R M PROPOSAL 5: APPROVAL TO AMEND OUR CERTIFICATE OF INCORPORATION TO PERMIT EXCULPATION OF OFFICERS
| THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE EXCULPATION AMENDMENT. | |
| 2023 PROXY STATEMENT | | | 63 | |
| | | | | | Fiscal Year 2022 | | | | Fiscal Year 2021 | | | ||||||
| | Audit Fees (1) | | | | | $ | 3,155,850 | | | | | | $ | 3,256,528 | | | |
| | Audit-Related Fees (2) | | | | | $ | 112,270 | | | | | | $ | 114,606 | | | |
| | Tax Fees (3) | | | | | $ | 290,561 | | | | | | $ | 193,330 | | | |
| | Other fees (4) | | | | | $ | 163,105 | | | | | | | — | | | |
| | Total Fees | | | | | $ | 3,721,786 | | | | | | $ | 3,564,464 | | | |
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P R O P O S A L 3 : R AT I F I C AT I O N O F A P P O I N T M E N T O F I N D E P E N D E N T R E G I S T E R E D P U B L I C A C C O U N T I N G F I R M 20 2 0 P R O X Y S TATE M E NT 51 The Board of Directors unanimously recommends that the stockholders vote “FOR” the ratification of the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the fiscal year ending January 2 , 2021
| | |
| The Board of Directors unanimously recommends that the stockholders vote “FOR” the ratification of the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the fiscal year ending December 30, 2023 | |
| 2023 PROXY STATEMENT | | | 65 | |
DAT E F O R R E C E I P T O F S T O C K H O L D E R P R O P O S A L S Stockholder proposals, including nominations for persons for election to the Board, to be included in the proxy statement for the 20212024 Annual Meeting of Stockholders must be received by the Company at its principal executive offices on or before December 10, 202015, 2023 for inclusion in the Company’s Proxy Statementproxy statement relating to that meeting. Stockholders wishing to submit proposals to be presented directly at the Annual Meeting instead of for inclusion in next year’s proxy statement must follow the submission criteria and deadlines set forth in our Bylaws. To be timely in connection with an annual meeting, a stockholder proposal must be received by the Company at its principal executive offices not before January 20, 202126, 2024 or after February 19, 2021.25, 2024. Stockholders who intend to solicit proxies in reliance on the SEC’s universal proxy rule for nominations for election to the Board submitted under the advance notice requirements of our Bylaws must comply with the additional requirements of Rule 14a-(b) of the Exchange Act. With respect to other stockholder proposals, management will be able to vote proxies in its discretion without advising stockholders in the 20212024 proxy statement about the nature of the matter and how management intends to vote if notice of the proposal is not received by the Company at its principal executive offices before February 23, 2021. AN N UAL R E P O R T 25, 2024.
| It is IMPORTANT that proxies be voted promptly. Stockholders who do not expect to attend the meeting and wish their stock to be voted are urged to vote by internet, phone or mail as described in the proxy card or proxy notice. | |
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| | Proposal No. | | | | Description | | | | Board Voting Recommendations | | | | Page | | |
| | 1 | | | | Election of Directors | | | | FOR All Director Nominees | | | | | | |
| | 2 | | | | Advisory Vote to Approve the Compensation of our Named Executive Officers | | | | FOR | | | | | | |
| | 3 | | | | Advisory Vote on Whether an Advisory Vote on Executive Compensation Should Be Held Every One, Two or Three Years | | | | EVERY ONE YEAR | | | | | | |
| | 4 | | | | Approval of the Fossil Group, Inc. 2023 Long-Term Incentive Plan | | | | FOR | | | | | | |
| | 5 | | | | Approval of the Amendment to the Certificate of Incorporation to permit exculpation of officers | | | | FOR | | | | | | |
| | 6 | | | | Ratification of the Appointment of Independent Auditors | | | | FOR | | | | | |
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| INTERNET | | | TELEPHONE | | | MAIL | |
| Vote your proxy on the Internet: Go to www.AALvote.com/FOSL Have your proxy card available when you access the above website. Follow prompts to vote your shares. | | | Vote your proxy by phone: Call 1-(866) 804-9616 Use any touch-tone telephone to vote your proxy. Have your proxy card available when you call. Follow the voting instructions to vote your proxy. | | | Vote your proxy by mail: Mark, sign and date your proxy card, then detach it, and return it in the postage-paid envelope provided. | |
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