0000832988-20-000070.txt : 20200501 0000832988-20-000070.hdr.sgml : 20200501 20200501114255 ACCESSION NUMBER: 0000832988-20-000070 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 16 CONFORMED PERIOD OF REPORT: 20200201 FILED AS OF DATE: 20200501 DATE AS OF CHANGE: 20200501 EFFECTIVENESS DATE: 20200501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIGNET JEWELERS LTD CENTRAL INDEX KEY: 0000832988 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-JEWELRY STORES [5944] IRS NUMBER: 000000000 FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-32349 FILM NUMBER: 20839330 BUSINESS ADDRESS: STREET 1: CLARENDON HOUSE STREET 2: 2 CHURCH STREET CITY: HAMILTON STATE: D0 ZIP: HM11 BUSINESS PHONE: 44-207-317-9700 MAIL ADDRESS: STREET 1: C/O 15 GOLDEN SQUARE CITY: LONDON STATE: X0 ZIP: W1F9JG FORMER COMPANY: FORMER CONFORMED NAME: SIGNET GROUP PLC DATE OF NAME CHANGE: 19931213 FORMER COMPANY: FORMER CONFORMED NAME: RATNERS GROUP PLC DATE OF NAME CHANGE: 19931213 DEF 14A 1 fy20definitiveproxydocument.htm DEF 14A Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant     x         Filed by a Party other than the Registrant     ¨
Check the appropriate box:
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Definitive Proxy Statement
 
 
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Soliciting Material Pursuant to §240.14a-12

SIGNET JEWELERS LIMITED

(Name of Registrant as Specified In Its Charter)
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Date Filed:





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Clarendon House
May 1, 2020
2 Church Street
 
Hamilton HM11, Bermuda
 
DEAR FELLOW SHAREHOLDERS

Our Board of Directors (the “Board”) invites you to the 2020 Annual Meeting of Shareholders of Signet Jewelers Limited (“Signet” or the “Company”) (the “Meeting”), which will be held on Friday, June 12, 2020 at 11:00 am, 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 meeting will be held in a virtual meeting format only via live audio webcast at www.virtualshareholdermeeting.com/SIG2020. 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.
Signet is the world’s largest retailer of diamond jewelry. It has a strong store presence across North America and the United Kingdom and a growing OmniChannel business. The pace at which the jewelry industry is changing has reinforced our need to transform as a company. Signet’s fiscal year ended February 1, 2020 (“Fiscal 2020”) was the second year of a multi-year plan entitled “Path to Brilliance” to accomplish this transformation under the leadership of our Chief Executive Officer Virginia C.“Gina” Drosos. Gina and her leadership team have consistently led our Company to relentlessly execute on our Path to Brilliance priorities: putting the customer first, driving OmniChannel growth opportunities and thriving in a culture of agility and efficiency.
Signet delivered results ahead of expectations for Fiscal 2020, finishing the year strongly with its best overall holiday performance in four years. Our team delivered fourth quarter same store sales growth of 2.3% and full year same stores sales growth of 0.6%.  This improvement also included double digit increases in e-commerce sales, and positive North America same-store sales growth that accelerated to 2.9% during the critical fourth quarter holiday season and continued through the Valentine’s Day season.
Signet ended Fiscal 2020 with a significantly stronger balance sheet and lower long-term debt thanks to strong free cash flow generation, largely a result of the execution of our Path to Brilliance plan. The Board believes the financial results for Fiscal 2020 demonstrate that the Path to Brilliance strategy is not only working, but has also given our Company a stronger foundation, new innovation capabilities, a leading jewelry e-commerce experience, and a culture of agility, efficiency, and resilience.
We are now entering year three of our Path to Brilliance transformation plan. We do so with the right leadership to navigate the changing retail environment. Your Board, along with Gina and her leadership team, see this as a time to not only manage effectively through the challenges caused by COVID-19 but to acutely focus investments and innovative actions to build Signet’s future. In Fiscal 2020, Signet invested in a dynamic platform for Jared and Kay to drive increased digital traffic and improve conversion that was designed to enable better customer experience through faster speeds and high-quality imagery. In addition, the Company made investments in flexible fulfillment and new product delivery models, on-line jewelry customization tools, enhanced mobile experience, and continued greater personalization of content and product offering utilizing behavioral data management and machine learning that we believe will drive a better customer experience. This is also expected to enable and enhance digital marketing return on investments through greater visibility of a customer's multi-touch journey.
After having served since October 2016, Jonathan Sokoloff will be stepping off our Board at the Meeting, as he was not re-nominated by Leonard Green & Partners as part of a planned transition. Signet and our Board would like to thank Mr. Sokoloff for his commitment to Signet and providing the Board with significant expertise in finance and retail business leadership during his tenure on the Board. Following Mr. Sokoloff’s departure, our Board size will be reduced from 11 members to 10.
Consistent with best governance practices, all Board members are elected annually. This year, the Board is asking shareholders to consider the re-election of 10 nominees to serve. The nominees for re-election provide diverse expertise to both guide us through our transformation and address the immediate challenges faced by the Company as a result of the COVID-19 pandemic. In particular, the Board includes members with decades of experience in strategic corporate transformation, operations, digital marketing, technology and innovation, supply chain management, human resources, and broad financial expertise, including two former chief financial officers. More information about the Board nominees can be found in the accompanying proxy statement starting on page 10.



Now, more than ever, companies have a responsibility to deliver purposeful achievements and commitments that create shared value with shareholders, employees, customers and other stakeholders as well as strengthen the resilience of business and society in confronting global challenges. In the coming year, the Board will be working with our management team to evaluate and modernize our corporate purpose and refresh the areas that demonstrate corporate social responsibility. We will be focused on assessing environmental, social and governance (ESG) areas that are most material to our shareholders, referencing standards such as those established by the Sustainability Accounting Standards Board (SASB), the Task Force on Climate-related Financial Disclosures (TCFD), and the United Nations Global Compact.
While we have and expect to continue to have significant negative impacts on our results of operations, financial condition and liquidity as a result of the COVID-19 pandemic, our Board believes Signet’s Path to Brilliance plan has put the company in a position of strength to confront the challenges of COVID-19 and emerge from the pandemic with renewed purpose to succeed over the long term. We are incredibly grateful to all our team members for their continued commitment to each other, our customers, our shareholders, and our company. 
We encourage you to review our Annual Report to Shareholders and specifically the shareholder letter from Gina and myself, as well as our 2019 CSR Update, to understand how Signet is delivering progress on its transformation strategy, building a resilient and future-fit business, and creating value for our shareholders as the OmniChannel jewelry market leader.
Thank you for your support of our company. We ask that you carefully consider the information in this proxy statement related to various proposals.
The Board is unwavering in its commitment to long-term success for our company, and we value your input and feedback.

Sincerely,
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H. Todd Stitzer
Chairman



























*



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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Date:    Friday, June 12, 2020             
Time:    11:00 am, Eastern Time
Place:    Virtual meeting via live audio webcast at www.virtualshareholdermeeting.com/SIG2020
Notice is hereby given that the 2020 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 www.virtualshareholdermeeting.com/SIG2020.
At the Meeting, the following items of business shall be considered:
1.
Election of ten 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.
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 meeting of shareholders and authorization of the Audit Committee to determine its compensation.
3.
Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (the “Say-on-Pay” vote).
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.
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, 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,
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J. Lynn Dennison
Chief Legal & Strategy Officer and Corporate Secretary
May 1, 2020
Important notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held on June 12, 2020. 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 www.signetjewelers.com/shareholders.
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 ELCTRONICALLY 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, 2020 OR BY VOTING ELECTRONICALLY AT THE VIRTUAL MEETING.



Table of Contents
Proxy Statement Summary
Solicitation of Proxies
Shareholder Q&A
Ownership of the Company
Shareholders Who Beneficially Own At Least Five Percent of the Common Shares
Ownership by Directors and Executive Officers
PROPOSAL 1: Election of Directors
Board of Directors and Corporate Governance
Transactions with Related Parties
Risk Management and Role of the Board in Risk Oversight
Corporate Governance Guidelines and Code of Conduct and Ethics
Board Committees
PROPOSAL 2: Appointment of Independent Auditor
Report of the Audit Committee
Executive Officers of the Company
PROPOSAL 3: Approval, on a Non-Binding Advisory Basis, of the Compensation of the Company’s Named Executive Officers
Executive Compensation
Compensation Discussion and Analysis
Introduction
Executive Summary
Our Commitment to Pay for Performance
How Executive Compensation is Determined
Competitive Benchmarking Analysis
Elements of NEO Compensation
Other Compensation Policies and Practices
Deductibility of Executive Compensation
Modification to Compensation Programs in Response to the COVID-19 Pandemic
Compensation Committee Report
Executive Compensation Tables
Summary Compensation Table
Grants of Plan-Based Awards
Outstanding Equity Awards at Fiscal Year End 2020
Option Exercises and Shares Vested
Non-Qualified Deferred Compensation
NEO Agreements
Termination Payments
CEO Pay Ratio
Equity Compensation Plan Information
PROPOSAL 4: Approval of an Amendment to the Signet Jewelers Limited 2018 Omnibus Incentive Plan, Including to Authorize Additional Shares for Issuance Thereunder
Director Compensation
Other Business
Appendix A - Amended and Restated Signet Jewelers Limited 2018 Omnibus Incentive Plan



Proxy Statement Summary

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 2020 Annual Report to Shareholders before you vote.
2020 Annual Meeting of Shareholders  
Date and Time: June 12, 2020, 11:00 am, Eastern Time
Date proxy materials are first made available to Shareholders: May 1, 2020
Place: Virtual meeting to be held via live audio webcast at www.virtualshareholdermeeting.com/SIG2020
Record Date: April 17, 2020
Electronic voting prior to the Annual Meeting: Place your vote by visiting www.signetjewelers.com/shareholders.
Voting Matters and Board Recommendations
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
Election of Directors (See page 10)
Nominees
Director Since
Independent
Board Overview
H. Todd Stitzer
2012
Yes
Chairman: H. Todd Stitzer
Director Terms:  1 Year
Required Vote:  Majority of the votes cast FOR each Director nominee
Board Meetings in Fiscal 2020:  11
Standing Board Committee Meetings in Fiscal 2020:
• Audit Committee - 10
• Compensation Committee - 5
• Nomination & Corporate Governance Committee - 4
• Corporate Social Responsibility Committee - 5
Director Attendance: Averaged 97%, and no Director attended less than 75% of the meetings of the Board and those Committees on which the Director served.

Virginia C. Drosos
2013
No
R. Mark Graf
2018
Yes
Zackery Hicks
2019
Yes
Sharon L. McCollam
2018
Yes
Helen McCluskey
2014
Yes
Nancy A. Reardon
2018
Yes
Jonathan Seiffer
2019
Yes
Brian Tilzer
2017
Yes
Eugenia Ulasewicz
2014
Yes
Corporate Governance (See page 15)
Our corporate governance reflects best practices
Board Accountability
• All Directors are elected annually
• The Company has majority voting for Director elections
Leadership Structure and Succession Planning
• The roles of the Chairman and Chief Executive Officer (“CEO”) are separate to provide clear division of responsibilities between leadership of the Board and the principal executive responsible for the Company’s operations
• The Board regularly participates in CEO succession planning and maintains a formal CEO succession plan
• A formal emergency succession plan for the Chairman has been adopted
Director Independence
• The Chairman of the Board is independent and approves Board meeting agendas and oversees effective Board operation
• All four standing Board Committees, including Audit, Compensation, Nomination & Corporate Governance and Corporate Social Responsibility, are fully comprised of independent Directors
• All Directors are independent with the exception of the CEO
Board Diversity
• The Board maintains a Diversity Policy
• 50% of the Board nominees are women, and all four Board Committees are chaired by women
• The Board is comprised of Directors ranging in ages from 48 to 68 years
Board Refreshment
• A Director Tenure Policy is in place, with average tenure of Board nominees at approximately 4.3 years, including six directors added within the last four years
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

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Director Access and Engagement
• Executive sessions of independent Directors are held at each regularly scheduled Board meeting
• All Directors continuing in office at the time are required to attend the annual meeting of shareholders, and all Directors then in office attended the 2019 Annual Meeting of Shareholders
• Shareholders have the ability to engage with Directors through the procedures set forth on page 16 of this Proxy Statement
Corporate Citizenship
• The Board oversees corporate social responsibility (CSR) and maintains a standalone CSR Committee
• The Company publishes a CSR Report disclosing the Company’s CSR goals and achievements
Risk Oversight
• The Board oversees risk management
Executive Compensation (See page 27)
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
Signet’s compensation philosophy is to provide an attractive, competitive, and market-based total compensation program tied to performance and aligned with our shareholders and long-term growth and value creation. Our executive compensation practices reinforce our goals and expectations to reward the significant contributions that our executives are making to our transformational Path to Brilliance journey.
Key components of our Fiscal 2020 executive compensation program
The 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’s long-term business strategy and long-term goals that measure the creation of long-term shareholder value. The Compensation Committee has established an executive compensation program that contains the following key components:
Component
Objective
Performance Linkage
Base salary
Provide a fixed level of pay that is not at risk and reflects individual experience and ongoing contribution and performance.
Amounts and merit increases tied to individual performance, while factoring in competitive market benchmarks.
Annual bonus (Short Term Incentive Plan or “STIP”)
Motivate and reward achievement of annual financial results against established annual goals of the Company.
Cash awards dependent on the degree of achievement against annual performance targets that align with our transformational Path to Brilliance plan and focused on profitable growth.
Long-term incentives (performance-based restricted share units and time-based restricted shares or restricted share units)
Align management with long-term shareholder interests; retain executive officers; motivate and reward achievement of sustainable earnings growth and returns over time.
Performance-based restricted share units (65% of overall award granted) require achievement of Company financial goals over a three-year performance period, and time-based restricted share awards (35% of overall awards granted) require continued service.
Executive compensation programs incorporate strong governance features
In designing and administering the Company’s compensation program, the Compensation Committee periodically reviews, benchmarks and has sought to align the program with best practices and principles, such as:
• Pay that is strongly-linked to performance
• Independent director oversight of compensation and benefit programs
• Rigorous stock ownership requirements
• Strong risk mitigation including balanced performance metrics and claw back provisions
• Vesting of performance-based equity awards require meeting established goals and vest over multiple years
• Specified maximum payout caps on all variable compensation
• Double-trigger vesting for severance and change-in-control benefits and LTIP awards
• Independent compensation consultant
• Limited use of perquisites
• No excise tax gross-up in connection with a change in control
• No dividend equivalents paid on unvested performance share units
• No hedging transactions, short sales or pledging of Company stock
• No resetting of performance targets
The Company received strong shareholder support for the executive compensation program in place during the fiscal year ended February 2, 2019 (“Fiscal 2019”), with 85.1% of votes cast approving the advisory Say-on-Pay resolution in June 2019. 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.

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Signet Jewelers Limited
May 1, 2020
Clarendon House
 
2 Church Street
 
Hamilton HM11, Bermuda
 
Proxy Statement
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, 2020 at 11:00 am, Eastern Time (the “Annual Meeting” or “Meeting”). 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 meeting will be held in a virtual meeting format only via live audio webcast at www.virtualshareholdermeeting.com/SIG2020. You will not be able to attend the Meeting in person. If you plan to attend the Meeting virtually, please review the instructions for attendance included in the “Shareholder Q&A” section below.
This proxy statement and related form of proxy are being made first available to shareholders on or about May 1, 2020.
Unless otherwise specifically stated or the context otherwise requires, all references in this proxy statement to the “Company,” “Signet,” “we,” “our,” “us” and similar terms refer to Signet Jewelers Limited and its subsidiaries.
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 Company’s website, www.signetjewelers.com/shareholders, on May 1, 2020. The Internet Notice will be emailed or mailed to shareholders on or around May 1, 2020. The Signet Annual Report on Form 10-K for Fiscal 2020 was filed with the SEC on March 26, 2020 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 1, 2020.

What is included in Signet’s proxy materials?
Signet’s proxy materials include the Proxy Statement and Annual Report to Shareholders for Fiscal 2020. In accordance with SEC rules, Signet emails or mails many shareholders the Internet Notice informing them of the availability of proxy materials on the Signet website. 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:     www.proxyvote.com
Telephone:     1-800-579-1639
Email:        sendmaterial@proxyvote.com

If requesting proxy materials by email, please send a blank email and include in the 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 May 29, 2020 to facilitate timely delivery.

Signet encourages shareholders to take advantage of the availability of proxy materials on the Company’s website or www.proxyvote.com 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 Signet proxy materials will receive an email on or around May 1, 2020. The email will contain a link to proxy materials available on the Signet website and details on how to vote.

3




How do I request a hard copy of the Company’s proxy materials?
Instructions for requesting a hard copy of Signet’s proxy materials can be found on the Internet Notice and on the Company’s website: www.signetjewelers.com/shareholders. 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 or Preferred Shares as of the close of business on April 17, 2020, the record date for the Meeting. On the record date there were 52,342,518 Common Shares issued and outstanding, excluding treasury shares, and 625,000 Preferred Shares issued and outstanding. Each issued and outstanding Common Share is entitled to one vote on each matter at the Meeting. The holders of the Preferred Shares are entitled to a number of votes equal to the largest number of Common Shares into which all Preferred Shares held by such holders could then be converted. As of the record date, up to 7,643,562 Common Shares were issuable to the holders upon conversion.

What is the difference between a shareholder of record and a beneficial owner of shares held in street name?
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 registrars (American Stock Transfer & Trust Company for U.S. Shareholders, and Link Asset Services for U.K. and other non-U.S. Shareholders) on the record date, you are considered the shareholder of record for those shares.
If your shares were registered with a broker, bank or other nominee on the record date, you are considered a beneficial owner of shares held in street name.
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 you must follow their instructions to vote.

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 17, 2020, 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/SIG2020. 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 17, 2020, 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/SIG2020, or you may type it into the dialog box provided at any point during the virtual meeting (until the floor is closed to questions).

What can I do if I need technical assistance during the Annual Meeting?
If you encounter any difficulties accessing the virtual Annual Meeting webcast please call the technical support number that will be posted on the Annual Meeting website log-in page.

Why is the Company holding a virtual Annual Meeting?
In light of the public health impact of the coronavirus outbreak (COVID-19), and in an effort to maintain a safe environment for our shareholders, directors, employees and other stakeholders who wish to attend the Annual Meeting, the Company has determined that holding a virtual meeting is in the best interests of the Company.

When is broker discretionary voting permitted and what is the effect of broker non-votes?
In accordance with NYSE rules, 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.

4



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 J. Lynn Dennison, or either of them (each with full power of substitution) as proxies available to shareholders to have their shares voted at the Annual Meeting in accordance with your instructions.
If you appoint a proxy, you may still attend and vote electronically at the Annual Meeting. If you vote at the Meeting, you will have effectively revoked any previously appointed proxies.
What happens if I appoint more than one proxy?
If you authorize your shares to be voted under more than one form of proxy, each proxy must authorize the exercise of rights attaching to different shares held by you. In circumstances where the Company’s registrars receive two or more valid proxy forms in respect of the same share(s) and the same meeting, the form dated last will be treated as replacing and revoking the other(s).
If you appoint a proxy designated by the Board but do not provide voting instructions, the shares represented by your proxy will be voted in accordance with the recommendation of the Board.
If you submit voting instructions but do not name a proxy, the Chairman of the Meeting will be appointed as your proxy.

What proposals are being voted on at the Annual Meeting, what vote is required to approve each proposal and what is the effect of abstentions and broker non-votes?
Proposal
Board’s
Recommendation
Vote Required to
Approve
Effect of
Abstentions
Effect of Broker Non-Votes
1. Election of Directors
FOR each Director
nominee
Majority of the votes 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 authorization of the Audit Committee to determine its compensation.
FOR
Majority of the votes cast FOR
No effect - not counted
as votes cast
Not applicable -broker discretionary voting is permitted
3. Approval, on a Non-Binding Advisory Basis, of the Compensation of the Companys 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 of an amendment to the Signet Jewelers Limited 2018 Omnibus Incentive Plan, including to increase the number of shares available for issuance thereunder.
FOR
Majority of the votes cast FOR
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 Company’s website at www.signetjewelers.com/shareholders.

By telephone:
1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions. Have your proxy card in hand when you call and then follow the instructions.
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 a power of attorney or other authority, a copy of this authority must be sent to Broadridge with your Proxy Voting Instructions.
Deadline for receipt by Broadridge:
11:59 p.m., Eastern Time on June 11, 2020 (4:59 a.m. British Summer Time)

5



Submitting proxy instructions will not prevent a shareholder from virtually attending the Annual Meeting.
Can I change my proxy appointment and/or voting instructions?
You can change your proxy appointment and/or voting instructions before the deadline of 11:59 p.m., Eastern Time (4:59 a.m. British Summer Time) on June 11, 2020 by re-submitting your vote as detailed in “How do I vote?” above.
In circumstances where two or more valid forms in respect of the 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 present at 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.

When and where can I find the final results of the Annual Meeting?
Final voting results will be available on Signet’s website and filed with the SEC as soon as practicable after the conclusion of the Meeting. The results 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 Annual Meeting?
Our management team is not aware of any matters other than those discussed in this Proxy Statement that will be presented to the Annual Meeting.
If other matters are properly presented at the Meeting, your shares will be voted in accordance with the recommendation of the Board if:
you appointed a proxy designated by the Board; or
the Chairman of the Meeting was appointed as your proxy because you submitted voting instructions (for other proposals) but did not name a proxy.
How do I submit a shareholder proposal for the Company’s 2021 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 2020 Proxy Statement and proxy card if received in writing by the Corporate Secretary on or before December 31, 2020. Notice of the proposal must comply with SEC rules, Bye-law 26 of the Company’s Bye-laws and be a proper subject for shareholder action under Bermuda law.

6



Shareholders who intend to submit nominations to the Board of Directors or present other proposals for consideration at our 2021 annual meeting (other than proposals submitted in accordance with Rule 14a-8 for inclusion in our proxy materials) must comply with all provisions of our Bye-laws with respect to such nominations and proposals and provide timely written notice thereof. To be timely for our 2021 annual meeting, notice must be delivered to our Corporate Secretary at our principal executive offices no earlier than February 12, 2021, and no later than March 14, 2021. However, in the event that our 2021 annual meeting is to be held on a date that is not within 30 calendar days before or after June 12, 2021, to be timely, notice must be so delivered not later than the tenth calendar date following the earlier of the date on which notice of the annual meeting was given to the shareholders or the date on which public announcement of the date of the 2021 annual meeting is first made. The additional procedures detailed in Bye-law 26 and 40 must also be followed, as applicable.
Under Bermuda law, shareholders holding not less than five percent of the total voting rights or 100 or more shareholders together may require the Company to give notice to its shareholders of a proposal intended to be submitted at an annual meeting of shareholders. Generally, notice of such a proposal must be received not less than six weeks before the date of the meeting and must otherwise comply with the requirements of Bermuda law.
The Company’s Bye-laws can be found on Signet’s website at www.signetjewelers.com/investors/corporate-governance.
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 the Company. This practice, known as “householding,” is permitted under Exchange Act rules and allows the Company to significantly reduce its printing and postage costs and environmental impact. Copies of the Internet Notice and proxy materials can be found on Signet’s website: www.signetjewelers.com/shareholders, and the Company will promptly deliver, upon written or oral request, a separate copy of the Internet Notice and/or a full set of proxy materials to any 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 Company bears the cost of soliciting 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, officers and employees of the Company may solicit proxies personally or by mail, email, telephone or fax without additional compensation.



7



Ownership of the Company
Shareholders Who Beneficially Own At Least Five Percent of the 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 the Common Shares as of April 17, 2020. 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

 
BlackRock Inc.
55 East 52nd Street
New York, NY 10055, USA
8,380,484(1)
16.0

%
Leonard Green
11111 Santa Monica Boulevard, Suite 2000
Los Angeles, CA 90025, USA
7,239,263 (2)
12.2

%
The Vanguard Group, Inc.
100 Vanguard Boulevard
Malvern, PA 19355, USA
5,864,547 (3)
11.2

%
Causeway Capital Management LLC
11111 Santa Monica Blvd, 15th Floor
Los Angeles, CA 90025, USA
3,840,304 (4)
7.3

%
Dimensional Fund Advisors LP
Building One
6300 Bee Cave Road
Austin, TX 78746, USA
3,004,989 (5)
5.7

%
Susquehanna Securities, LLC
401 E. City Avenue, Suite 220
Bala Cynwyd, PA 19004
2,697,820 (6)
5.1

%
D. E. Shaw & Company, L.P.
1166 Avenue of the Americas, 9thFloor
New York, NY 10036
2,661,969 (7)
5.1

%
None of the Company’s Common Shares entitle the holder to any preferential voting rights.
(1)
Based upon a Schedule 13G/A filed on February 4,2020, BlackRock Inc. reported beneficial ownership of 8,380,484 Common Shares as follows: sole voting power over 8,167,547 Common Shares and sole dispositive power over 8,380,484 shares.
(2)
Based upon a Schedule 13D/A filed on June 14, 2019, Green Equity Investors VI, L.P. (“GEI VI”), Green Equity Investors Side VI, L.P. (“GEI Side VI”), LGP Associates VI-A LLC (“Associates VI-A”) and LGP Associates VI-B LLC (“Associates VI-B”), GEI Capital VI, LLC, Green VI Holdings, LLC, Leonard Green & Partners, L.P., LGP Management Inc., Peridot Coinvest Manager LLC, and Jonathan D. Sokoloff (collectively, “Leonard Green”) jointly reported shared voting and shared dispositive power of 7,239,263 Common Shares. The Schedule 13D reports 625,000 Preferred Shares, which as of the date of the Schedule 13D were convertible into 7,239,263 Common Shares of the Company. Since the filing of the 13D, the conversion rate has changed, and the 625,000 Preferred Shares are now convertible into 7,643,562 Common Shares.
(3)
Based upon a Schedule 13G/A filed on February 12, 2020, The Vanguard Group, Inc. (“Vanguard”) reported beneficial ownership of 5,864,547 Common Shares as follows: sole voting power over 50,476 Common Shares, shared voting power over 14,240 Common Shares, sole dispositive power over 5,806,813 Common Shares and shared dispositive power over 57,734 Common Shares. Vanguard reported that Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, is the beneficial owner of 43,494 Common Shares as a result of its serving as investment manager of collective trust accounts, and that Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard, is the beneficial owner of 21,222 Common Shares as a result of its serving as investment manager of Australian investment offerings.
(4)
Based upon a Schedule 13G/A filed on February 14, 2020, Causeway Capital Management LLC reported beneficial ownership of 3,840,304 Common Shares as follows: sole voting power over 2,059,184 Common Shares and sole dispositive power over 3,840,304 Common Shares.
(5)
Based upon a Schedule 13G/A filed on February 12, 2020, Dimensional Fund Advisors LP reported beneficial ownership of 3,004,989 Common Shares as follows: sole voting power over 2,898,855 Common Shares and sole dispositive power over 3,004,989 Common Shares.
(6)
Based upon a Schedule 13G filed on February 10, 2020, Susquehanna Securities, LLC (“SSL”), Susquehanna Investment Group (“SIG”), G1 Execution Services, LLC (“G1”), Susquehanna Fundamental Investments, LLC (“SFI”), as a group, reported beneficial ownership of 2,697,820 Common Shares as follows: shared voting and shared dispositive power over 2,697,820 Common Shares; sole voting and dispositive power over 2,649,290 Common Shares held by SSL; sole voting and dispositive power over 32,005 Common Shares held by SIG; sole voting power and dispositive power over 10,025 Common Shares held by G1; and sole voting and dispositive power over 6,500 Common Shares held by SFI. The address of the principal business office of G1 is 175 W. Jackson Blvd., Suite 1700, Chicago, IL 60604.
(7)
Based upon a Schedule 13G filed on April 27, 2020, D. E. Shaw & Company, L.P. and David E. Shaw (collectively, “D.E. Shaw”) jointly reported beneficial ownership of 2,661,969 Common Shares as follows: shared voting power over 2,608,869 Common Shares and shared dispositive power over 2,661,969 Common Shares. D.E. Shaw reported that the 2,661,969 Common Shares beneficially owned are composed of 1,246,011 shares in the name of D. E. Shaw Valence Portfolios, L.L.C., 246,579 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C., 18 shares in the name of D. E. Shaw Asymptote Portfolios, L.L.C., and 1,169,361 shares under the management of D. E. Shaw Investment Management, L.L.C.

8



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 17, 2020 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
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


(1)
No Common Shares are pledged as security. All Common Shares are owned directly with the exception of Oded Edelman, a non-NEO executive officer, who holds 90,398 shares through a wholly-owned entity.
(2)
All holdings represent less than 1% of the Common Shares issued and outstanding. No Preferred Shares are held by our Directors or NEOs.
(3)
Director
(4)
CEO
(5)
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 7,643,562 Common Shares. Mr. Sokoloff and 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. Sokoloff and Mr. Seiffer disclaim beneficial ownership of the shares except to the extent of their pecuniary interest therein.
(6)
Executive officer
(7)
Former 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.



9



Proposal 1: Election of Directors
(Item 1 on the Proxy Card)
We are asking shareholders to consider ten nominees for election to the Board to serve until the next annual meeting of shareholders or until their successors are duly elected. Each Director standing for election has the endorsement of the Board and the Nomination and Corporate Governance Committee. The Director nominees bring a variety of backgrounds, skills and experiences that contribute to a well-rounded Board to effectively guide the Company’s Path to Brilliance transformation strategy and oversee operations in a rapidly changing retail environment. Following the Meeting, and effective upon the election of all Directors, the Board size will be reduced to ten. Proxies may not be voted for a greater number of persons than the number of nominees named.
Director Nominees
Below is biographical information of each nominee for Director of the Company. All Directors, other than Ms. Drosos, the CEO, have been affirmatively determined by the Board to be independent in accordance with the New York Stock Exchange (“NYSE”) Listing Standards.
H. TODD STITZER
Private Directorship:
Former Directorship:
Age: 68
Director Since: January 2012
• Massachusetts Mutual Life Insurance Company
• Diageo plc
Principal Occupation and Experience
H. Todd Stitzer has been Chairman of the Board of Signet since June 2012. Mr. Stitzer is the Lead Director of privately held Massachusetts Mutual Life Insurance Company and a member of the advisory board of Hamlin Capital Management, a privately held investment advisory firm. Previously, Mr. Stitzer was, until its acquisition by Kraft, Inc. in 2010, the Chief Executive Officer of Cadbury plc (previously Cadbury Schweppes plc). Having joined Cadbury in 1983 as Assistant General Counsel for North America, he later moved into strategic planning, marketing and sales roles 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 and on the Advisory Committee to the Board of Virgin Group Holdings from 2010 through 2014. Mr. Stitzer holds a bachelor’s degree from Harvard University and a J.D. from Columbia Law School.
Director Qualification 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 expertise make him well suited to serve on and Chair the Board. For these reasons, the Board concluded that Mr. Stitzer should continue to serve on the Board.
VIRGINIA C. DROSOS
Public Directorship:
Former Directorship:
Age: 57
Director Since: July 2012
• American Financial Group, Inc.
• Assurex Health
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, where she built Assurex into one of the most successful and fastest growing personalized medicine companies and executed the strategic sale of of the company to Myriad Genetics, Inc. in 2016. Previously, she served in roles of increasing responsibility during her 25 year career at the Procter & Gamble Company until September 2012, including service as Group President, where she had responsibility for a $6 billion business unit’s operations, profit and loss, strategy, innovation and long-term business development. Ms. Drosos currently serves on the board of directors of American Financial Group Inc., a publicly traded insurance holding company, since 2013. Ms. Drosos also serves as a director of Akron Children’s Hospital, a pediatric acute care hospital in north-east Ohio, since April 2019. Ms. Drosos holds a BBA from the University of Georgia - Terry College of Business and an MBA from the Wharton School.
Director Qualification 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. She has proven leadership skills and expertise in branding, marketing, global operations and business expansions into new product lines, retail channels and geographies. Ms. Drosos is a visionary and transformational leader with an entrepreneurial mindset and proven track record of growing and scaling global businesses through strategy and innovation. The Board has concluded that Ms. Drosos should continue to serve on the Board for these reasons.
R. MARK GRAF
Former Directorship:
 
Age: 55
Director Since: July 2017
• BNC Bancorp
 
Principal Occupation and Experience
R. 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 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’s 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. The Board has concluded that Mr. Graf should continue to serve on the Board for these reasons.

10



ZACKERY HICKS
 
 
Age: 56
Director Since: October 2018
 
 
Principal Occupation and Experience
Zackery Hicks serves as Executive Vice President and Chief Digital Officer of Toyota Motors North America, Inc., a subsidiary of Toyota Motor Corporation, a multinational automotive manufacturer, since April 2018, and has held roles of increasing responsibility with Toyota since 1996. In his role as Chief Digital Officer, Mr. Hicks leads Toyota’s Digital Transformation and Mobility efforts which includes the strategy, development and operations of all systems and technology for the company’s North American operations and its connected car ecosystem. He is also the CEO and President of Toyota Connected North America which is driving the transformation of Toyota from an automobile company to a mobility company through the use of connected intelligence services. Mr. Hicks earned a bachelor’s degree in business management from Pepperdine University and an MBA from the University of California at Irvine.
Director Qualifications and Key Skills and Attributes
Mr. Hicks has successfully delivered large-scale innovation and efficiency across business operations through advanced technology and data science. He also brings diversity of industry experience and a start-up mindset to complement Signet’s Board. The Board has concluded that Mr. Hicks should continue to serve on the Board for these reasons.
HELEN MCCLUSKEY
Public Directorships:
Former Directorships:
Age: 65
Director Since: August 2013
• Dean Foods Company
• Abercrombie & Fitch Co.

• Avon Products, Inc.
• PVH Corporation
• The Warnaco Group, Inc.
Principal Occupation and Experience
Helen McCluskey served as President and Chief Executive Officer and a member of the board of directors of The Warnaco Group, Inc. from 2012 until its 2013 acquisition by PVH Corporation, when she retired and became an independent director of PVH until 2014. She joined Warnaco as Group President, Intimate Apparel in 2004, and her responsibilities continued to increase, becoming Chief Operating Officer in 2010 before becoming President and Chief Executive Officer. Prior to joining Warnaco, Ms. McCluskey held various positions of increasing responsibility with Liz Claiborne Inc. from 2001 to 2004, Playtex Apparel, Inc from 1983 to 2001 (which was acquired by Sara Lee Corporation in 1991) and Firestone Tire & Rubber Company from 1977 to1983. Ms. McCluskey currently serves on the board of directors of two additional publicly traded companies, including Dean Foods Company, a food and beverage company, since November 2015, and Abercrombie & Fitch Co., a clothing retailer, since February 2019. She previously served on the board of directors of 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. The Board has concluded that Ms. McCluskey should continue to serve on the Board for these reasons.
SHARON L. MCCOLLAM
Public Directorships:
Private Directorships:
Age: 57
Director Since: March 2018
• Stitch Fix, Inc.
• Advance Auto Parts, Inc.
• Chewy, Inc.

• International Walls, Inc. (f/k/a Art.com, Inc.)
• Hallmark Cards, Inc.
• GetYourGuide AG
Principal Occupation and Experience
Sharon L. McCollam served as the Chief Financial Officer and Chief Administrative Officer of Best Buy Co., Inc., a multinational consumer electronics retailer, from December 2012 until her retirement in June 2016. She continued to serve as an advisor to Best Buy until January 2017. Prior to Best Buy, Ms. McCollam served in roles of increasing responsibility at Williams-Sonoma Inc. from 2000 to 2012, including service as Executive Vice President, Chief Operating and Chief Financial Officer from 2006 to 2012. She is a member of the board of directors and audit committees for three additional publicly traded companies including Stitch Fix, Inc., an online personal styling service and retailer, since November 2016, Advance Auto Parts, Inc., an automotive parts provider, since February 2019 and Chewy, Inc., an online retailer of pet products, since June 2019. She previously served on the board of directors for Whole Foods Market, a publicly traded grocery company, from May 2017 until its acquisition by Amazon in August 2017. She also serves on the boards of three privately held companies, including International Walls, Inc. (f/k/a Art.com, Inc.) since August 2012, Hallmark Cards, Inc. since December 2016 and GetYourGuide AG 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 was been recognized as the co-pilot of a foremost omni-channel turnaround in the retail sector while at Best Buy. She brings significant expertise in retail, finance, supply chain management, customer care, real estate, enterprise shared services and store development to our Board. For these reasons, the Board has concluded that Ms. McCollam should continue to serve on the Board.

11



NANCY A. REARDON
Public Directorship:
Private Directorship:
Age: 67
Director Since: March 2018
• Big Lots, Inc.

• Kids II, Inc.

Principal Occupation and Experience
Nancy A. Reardon served as Chief Human Resources and Communications Officer of Campbell Soup Company from 2004 until her retirement in April 2012. Previously, she was Executive Vice President, Human Resources of Comcast Corporation from 2002 to 2004. Her prior human resources leadership positions also include Borden Capital Management Partners, Duracell, Inc., American Express Company, Avon Products, Inc., and General Electric. Ms. Reardon currently serves on the board of directors of Big Lots, Inc., a publicly traded discount retailer, since 2015. In 2009, Ms. Reardon was named a Fellow of the National Academy of Human Resources. She holds a B.S. in Psychology from Union College and an M.S. in Social Psychology from Syracuse University.
Director Qualifications and Key Skills and Attributes
Ms. Reardon is widely viewed 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. The Board has concluded that Ms. Reardon should continue to serve on the Board for these reasons.
JONATHAN SEIFFER
Public Directorship:
Former Directorship:
Age: 48
Director Since: June 2019
• BJ’s Wholesale Club Holdings, Inc.
• Whole Foods Market, Inc.
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 U.S. investment bank. Mr. Seiffer currently serves on the board of directors of Authentic Brands Group, a privately held global brand development, marketing, and entertainment company, since 2010, and BJ’s Wholesale Club, a publicly traded warehouse club operator, since 2011. Previously, Mr. Seiffer served on the board of directors of Whole Foods Market, Inc. from December 2008 until August 2017. Mr. Seiffer earned a Bachelor of Applied Sciences in Systems Engineering and a B.S. in Economics from the University of Pennsylvania.
Director Qualifications and Key Skills and Attributes
Mr. Seiffer was nominated for service as a Director by Leonard Green (as described under “Director Qualifications and Experience” below) and 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, by virtue of his service as a Senior Partner of a significant shareholder of the Company. The Board has concluded that Mr. Seiffer should serve on the Board for these reasons.
BRIAN TILZER
 
 
Age: 49
Director Since: February 2017
 
 
Principal Occupation and Experience
Brian Tilzer has served as Chief Digital and Technology Officer at Best Buy, a multinational consumer electronics retailer, since May 2018. Previously, he was Chief Digital Officer at CVS Health Corporation, 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, omni-channel and eCommerce strategy. The Board has concluded that Mr. Tilzer should continue to serve on the Board for these reasons.
EUGENIA ULASEWICZ
Public Directorships:
Former Directorship:
Age: 66
Director Since: September 2013
• Vince Holding Corp.
• Hudson Ltd.
• ASOS plc
• Bunzl plc

Principal Occupation and Experience
Eugenia Ulasewicz served as the President of Burberry Group plc’s American division, responsible for the US, Canada, Latin America, Central and South America, until her retirement in March 2013. Ms. Ulasewicz joined Burberry in 1998 and became a member of its executive committee in 2006. Prior to joining Burberry, she held positions of increasing responsibility with Saks, Inc. from 1993 to 1998, Galeries Lafayette from 1991 to 1993 and Bloomingdales, a division of Macy’s, Inc. (formerly Federated Department Stores, Inc.) from 1975 to 1991. She currently serves on the board of directors of Vince Holding Corp., global luxury apparel and accessories, since April 2014, Hudson Ltd., a travel experience company, since February 2018, and ASOS pic, a global online fashion retailer, since April 16, 2020. Previously, she served as a director of Bunzl plc, an international distribution company, from April 2011 to April 2020. 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, omni-channel, global operations and general management provides valuable skills and insights to the Company. The Board has concluded that Ms. Ulasewicz should continue to serve on the Board for these reasons.

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Director Qualifications and Experience
Our Nomination and Corporate Governance 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. 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. The following table provides a summary of each Director nominee’s specific skills, knowledge and experience. Individuals may possess other valuable skills, knowledge and experience even though they are not indicated below:
 
H. Todd Stitzer
Virginia C. Drosos
R. Mark Graf
Zackery Hicks
Helen McCluskey
Sharon L. McCollam
Nancy A. Reardon
Jonathan Seiffer
Brian Tilzer
Eugenia Ulasewicz
Leadership
ü
ü
ü
ü
ü
ü
ü
 
ü
ü
Financial & Accounting Literacy
ü
ü
ü
 
ü
ü
 
ü
ü
 
Capital Allocation
ü
ü
ü
 
ü
ü
 
ü
 
ü
Strategic Planning & Analysis
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
Business Development, Mergers & Acquisitions
ü
ü
ü
 
ü
ü
ü
ü
ü
ü
Operations, Procurement & Supply Chain Management
ü
ü
ü
ü
ü
ü
 
ü
 
ü
Human Resources & Talent Development
ü
ü
ü
ü
 
ü
ü
 
ü
ü
Brand Management, Marketing, Merchandising & Product Development
ü
ü
 
 
ü
ü
 
 
ü
ü
Retail Industry
ü
ü
 
 
ü
ü
ü
ü
ü
ü
International Business
ü
ü
ü
ü
ü
ü
ü
 
 
ü
Information Technology & Cybersecurity
 
 
 
ü
 
ü
 
 
ü
 
Digital, Multi-Channel & Social Media
ü
ü
 
ü
 
ü
 
 
ü
ü
Technology & Innovation
ü
ü
ü
ü
 
ü
 
 
ü
 
Risk Oversight & Management
ü
 
ü
ü
ü
ü
 
 
 
 
Ethics, Corporate Social Responsibility, Environment & Sustainability
ü
 
ü
 
ü
ü
ü
 
ü
ü
Law & Governance
ü
 
 
 
 
ü
ü
 
 
 
Governmental & Geopolitical Public Affairs
ü
 
ü
 
 
 
ü
 
 
 
Communication
ü
ü
ü
ü
 
ü
ü
 
 
ü
Real Estate
 
 
ü
 
 
ü
 
 
 
ü
Business Transformation
ü
ü
 
ü
ü
ü
ü
ü
ü
ü
The Board and Nomination and Corporate Governance Committee believe that all Director nominees are highly qualified and should be elected at the Annual Meeting. As the table and Directors’ biographies above show, the Directors have significant experience and expertise that qualify them to serve on the Board and collectively contribute to the effectiveness of the Board.
In addition, 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 Company for election to the Board. 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 meeting of shareholders, the Company permitted Leonard Green to nominate two designees, Mr. Sokoloff and Mr. Seiffer, to facilitate Mr. Seiffer’s transition to the Board. Leonard Green did not re-nominate Mr. Sokoloff for election at the Annual Meeting as part of a planned transition.


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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. In addition, Signet’s Director Tenure Policy requires each independent Director to retire following the earlier of his or her 15th anniversary of service or 75th birthday.
In addition to the skills and qualifications listed above under “Director Qualifications and Experience”, board diversity is one of the key attributes the Nominations and Corporate Governance Committee considers in identifying potential candidates for the Board, including diversity in terms of business experience, functional skills, age, gender, ethnicity and national origin. Our Director nominees are comprised of nominees ranging from the ages of 48 to 68, including five incumbent nominees (50%) who are women. In addition, as of the date of this Proxy Statement, the average tenure of the Director nominees is 4.25 years, with six Directors added within the past four years.
The following charts summarize the independence, tenure and gender and age diversity of our Director nominees:
director_independence.gif boardgenderdiversity.gif
indepentdirectortenurea01.gif boardagediversitya01.gif

The Board of Directors Recommends a Vote “For” Each of the Nominees Named Above.

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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 providing oversight of policies relating to corporate social responsibility and other matters.
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:
The Chairman is responsible for:
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.
The CEO is responsible for:
Providing the executive leadership of the business;
Developing and presenting to the Board 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.
Executive Sessions of Independent Directors
Independent Directors meet regularly in executive session without management participation. The Chairman presides at those meetings.
Independent Directors Constitute a Majority of the Board
The Board currently includes one executive Director and ten independent Directors, including the Chairman. The Board has affirmatively determined that each of the following Directors currently serving on the Board is “independent” under NYSE Listing Standards: H. Todd Stitzer, R. Mark Graf, Zackery Hicks, Helen McCluskey, Sharon L. McCollam, Nancy A. Reardon, Jonathan Seiffer, Jonathan Sokoloff, Brian Tilzer, and Eugenia Ulasewicz. 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.
Board Diversity Policy
The Board Diversity Policy provides that in reviewing and assessing Board composition, the Nomination and Corporate Governance Committee will consider diversity of skills, industry experience, background, ethnicity, gender 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 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

15



annual basis and reports to the Board with respect to any proposed amendments. The Board Diversity Policy is available on request from the Corporate Secretary and at www.signetjewelers.com/investors/corporate-governance.
Director Tenure Policy
The Board maintains a Director Tenure Policy, pursuant to which each independent Director must not stand for re-election to the Board at the next annual meeting of shareholders following the earlier of his or her: (1) 15th anniversary of service on the Board, or (2) 75th birthday, unless the Board in its absolute discretion determines that it is in the best interests of the Company and its shareholders to nominate the Director for election to serve for an additional period of time. The Director Tenure Policy is available on request from the Corporate Secretary and at www.signetjewelers.com/investors/corporate-governance.
Board Evaluation
The Corporate Governance Guidelines provide that the Directors will conduct an annual evaluation of the workings and efficiency of the Board, its committees and individual Directors to ensure that each Director continues to contribute effectively and demonstrates commitment to his or her responsibilities as a Director, and to help assess the future development needs of the Board and the Directors. As part of the annual Board evaluation, the Nomination and Corporate Governance Committee will consider the balance of skills, experience, independence and knowledge of the Board, and seek diverse representation as described in the Board Diversity Policy. In Fiscal 2020, the Board engaged outside counsel to facilitate its annual Board evaluation process. Counsel interviewed each Director and then summarized and presented to the Board the feedback from these interviews. This review helped shape the focus of the Board’s work for Fiscal 2020 and beyond.
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 Fiscal 2020
In Fiscal 2020, the Board met eleven times (including meetings by telephone). All incumbent Directors attended at least 75% of the aggregate number of meetings of the Board and those Board committees on which they served during their period of service in Fiscal 2020.
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, Corporate Secretary, c/o Signet Jewelers, 375 Ghent Road, Akron, Ohio, 44333 U.S.A. All such communications will be reviewed promptly by the Corporate Secretary and, where considered appropriate, sent to the Director(s) or one or more Committee Chair(s) with a copy to the Chairman.
A shareholder who wishes to recommend an individual to the Nomination and Corporate Governance 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 Committee will evaluate 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 Meeting must provide notice by the deadlines established in the Bye-Laws and include in such written notice all of the information required to be disclosed in solicitations of proxies for the election of Directors, or as otherwise required pursuant to Regulation 14A under the Exchange Act. This includes the person’s written consent to being named in the Proxy Statement as a nominee and serving as a Director if elected, the name and address of the proposing shareholder and the number of shares of the Company beneficially owned by such shareholder.
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

16



or executive officer has a direct or indirect material interest in a transaction, the Corporate Secretary brings the matter to the attention of the Audit Committee for further review. In determining whether to approve or ratify any such transaction, the Board, on the recommendation of the Audit Committee, would consider whether, based on the specific facts and circumstances of the transaction, such a transaction would be in the best interests of the Company. Any transaction considered to jeopardize the independence of a Director or be contrary to law or regulation would be prohibited. In addition, situations that potentially create or give the appearance of a conflict of interest are to be avoided pursuant to the Code of Ethics for Senior Officers and the Code of Conduct. Directors and executive officers annually complete, sign and submit a Directors’ and Officers’ Questionnaire that is designed to identify Related Person transactions and both actual and potential conflicts of interest. The Company also makes appropriate inquiries as to the nature and extent of business it conducts with other companies for whom any of these Related Persons also serve as a director or executive officer.
Since the beginning of Fiscal 2020, 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 2017. Roy Brinker, the brother-in-law of Oded Edelman, our Chief Digital Innovation Advisor and President - JamesAllen.com, owns D&L Trading Limited, which provided services to Segoma Ltd., a subsidiary of R2Net Inc., including management of Segoma’s photography center in Hong Kong and rough diamond distribution services to the Company’s polishing factories. In Fiscal 2020, the Company paid approximately $404,362 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. Edelman’s total compensation was $220,000.
Corporate Social Responsibility
Corporate Social Responsibility (“CSR”) is a core component of Signet’s culture and supports our business strategy for long-term growth. This involves the integration of human capital management, purposeful stakeholder outreach, and financial and operational resource stewardship. The Company works closely with employees, suppliers, governments, communities and civil society to create value through initiatives across four key CSR areas:
People,
Responsible Sourcing,
Environmental Stewardship, and
Charitable Giving.
CSR is reflected in Signet’s Core Values of People First, Lead Bravely, Own It, CUSTOMERS! and Straight Talk. Stakeholders increasingly expect Signet to support an environment where all team members are engaged and motivated, ensure the integrity of its supply chain, minimize its environmental impact and engage in its communities through financial contributions and volunteerism, and our CSR goals address these matters and other challenges we may face.
To emphasize the importance of CSR, Signet has included highlights of its CSR goals and achievements in its Annual Report. More details can be found in Signet’s 2019 CSR Update, which will be made available at www.corporatereport.com/signet/2019/csr/.
The Corporate Social Responsibility Committee has oversight of and sets the strategic direction for CSR matters at Signet.
Risk Management and Role of the Board in Risk Oversight
In its role in providing oversight of risk management, the Board annually agrees on the prioritized risks impacting the Company and the Board’s associated responsibilities. The Board reviews such risks on a quarterly basis; periodically invites business heads to present to the Board their prioritized risks impacting the Company and strategies for risk mitigation; and reviews Signet’s internal controls and risk governance framework. In addition, on a periodic basis, the Board reviews risk and internal audit updates provided by the Chair of the Audit Committee, and on a quarterly basis, it reviews and discusses reports provided by the Chief Legal & Strategy Officer (“CLSO”) and Risk Committee on functional risk management activity.
The identification of major business risks is carried out in conjunction with operational management, and the Board provides oversight regarding the steps taken to monitor and mitigate risks. The CLSO coordinates the collection of risk management information and is responsible for assessing the Company’s day-to-day risk management processes and internal control structure, seeking to ensure

17



such processes satisfy the applicable standards at both business function and corporate levels. The findings are reported to the Audit Committee.
The Audit Committee and the full Board receive regular updates from management on information technology security, internal and external security reviews, data privacy and security programs, risk assessments, breach preparedness and response plans in overseeing the Company’s cybersecurity protocols. The Audit Committee regularly engages with management to monitor the risks related to this complex and evolving area.
The Risk Committee, which is chaired by the CLSO, has a written charter approved by the Board, and its members include the CEO, Chief Financial Officer, Chief Supply Chain Officer, Chief Information Officer, Chief Marketing Officer and Executive Vice President - Jared , Chief People Officer, Chief Information Security Officer, Chief Communications Officer, Chief Digital Innovation Officer and President - James Allen, Executive Vice President Global Store Operations, President - Kay, Zales and Peoples, Senior Vice President Piercing Pagoda, Managing Director - U.K., Vice President Compliance, Vice President Internal Audit, Senior Director Enterprise Risk Management.
The Risk Committee operates under a written charter and meets quarterly to review Signet’s risk management processes, consolidated principal risks identified by the Company and emerging issues and new regulations. The CLSO and Chair of the Audit Committee meet periodically to discuss key matters arising from Signet’s risk management process, and the Risk Committee submits a risk review update to the Board on a quarterly basis and a risk management assurance update to the Audit Committee on an annual basis. A U.K. sub-committee has also been established, chaired by the Managing Director - U.K. The Senior Director Enterprise Risk Management attends all sub-committee meetings to provide a consistent approach and additional review.
Compensation Policies and Risk Taking
The Compensation Committee has evaluated the Company’s policies and practices of compensating its employees and has determined that they are not reasonably likely to have a material adverse effect on the Company. The Compensation Committee has reached this conclusion based in part on a review conducted by its independent consultant that analyzed the Company’s compensation policies and practices for all employees, including executive officers. The 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 incentive program is predominantly based on operating income and comparable store sales, which the Committee believes are closely tied to the creation of long-term shareholder value. Performance targets for executive officers, which are reviewed and approved by the Compensation Committee, are set in advance, and above-target payouts are reviewed to ensure a reasonable sharing of value created between management and shareholders. Financial performance is audited by the Company’s external auditors before amounts are paid out under the annual incentive program;
Short-term and long-term incentive programs use multiple performance metrics, including annual incentives focused on operating income and same store sales and performance-based restricted share units using three-year cumulative adjusted operating income and return on invested capital;
Equity compensation is a combination of annually granted time-based restricted shares that generally vest ratably over three years and performance-based restricted share units that vest over three-year overlapping vesting periods. This approach addresses longer “tail” risks as participants remain exposed to the risks associated with their decisions through their ongoing unvested awards;
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 maintains conservative equity utilization under share-based incentive plans;
The CEO and other executive officers, including all NEOs, are subject to share ownership requirements;
The Company prohibits hedging, pledging or speculation of Company shares by employees and Directors;
The Company has a clawback policy that applies to all employees who receive incentive awards and to all short- and long-term incentives in the event of an overpayment. Certain repayment obligations may be triggered if there is a material restatement of the financial statements. Similarly, in the interest of fairness, should a restatement result in an underpayment of incentive compensation, the Company will make up any difference; and
The 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 annual and long-term incentive

18



program, 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:
Act in accordance with the laws and customs of each country in which it operates;
Adopt proper standards of business practice and procedure;
Operate with integrity; and
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 employees. 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 employees as required by NYSE listing rules, and the Code of Ethics for Senior Officers, which applies to the Chairman, CEO, Directors and other senior officers. Copies of the Corporate Governance Guidelines and these codes are available on request from the Corporate Secretary and at www.signetjewelers.com/ethics.
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.
Board Committees
Certain matters are delegated to Board Committees. The principal committees are the Audit Committee, Compensation Committee, Nomination and Corporate Governance Committee, and Corporate Social Responsibility Committee.
Each Board Committee acts in accordance with a written charter detailing its purpose, procedures, responsibilities and powers, as adopted by the Board, which is reviewed annually. Copies of the charters are available on request from the Corporate Secretary and under “Investors - Governance Documents” at www.signetjewelers.com/investors/corporate-governance.
The composition of each principal Board Committee is detailed below, with Committee Chairs designated with a “C”. All members are independent under the NYSE Listing Standards.
Independent Director
Audit Committee
Compensation
Committee
Nomination &
Corporate Governance
Committee
Corporate Social
Responsibility
Committee
H. Todd Stitzer
 
 
 
 
R. Mark Graf
 
 
Zackery Hicks
 
 
 
Helen McCluskey
 
C
 
Sharon L. McCollam
C
 
 
 
Nancy A. Reardon

C
 
 
Jonathan Seiffer(1)
 
 
Brian Tilzer
 
 
Eugenia Ulasewicz
 
 
C
(1)    Marianne Parrs served as a member of the Audit and Corporate Social Responsibility Committees, and Thomas Plaskett served as a member of the Compensation and Nomination & Corporate Governance Committees until each retired from the Board in June 2019. Mr. Sokoloff served as a member of the Compensation and Nomination & Corporate Governance Committees, until he was replaced as a member of such committees by Mr. Seiffer upon his election to the Board in June 2019.

Audit Committee
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.

19



Ms. McCollam serves on the audit committees of three additional publicly traded companies. The Board of Directors has determined that Ms. McCollam’s simultaneous service on more than three public company audit committees does not impair her ability to effectively serve on the Company’s Audit Committee due to, among other factors, her background as both a Certified Public Accountant and as the former Chief Financial Officer of Best Buy Co., Inc.
The Audit Committee’s responsibilities include:
Reviewing the Company’s financial statements, related audit findings and earnings releases and accounting principles and policies;
Recommending for appointment or termination by shareholders the Company’s independent registered public accounting firm and providing oversight of the independence, performance and compensation of such firm, as well as the proposed scope of the audit;
Approving in advance all audit and non-audit services by the independent registered public accounting firm;
Providing oversight of internal control over financial reporting, disclosure controls and procedures and risk management;
Reviewing the effectiveness of the Company’s internal auditors and Disclosure Control Committee;
Overseeing procedures for complaints regarding accounting, internal accounting controls, auditing or other matters;
Overseeing the Company’s cybersecurity protocols; and
Reviewing and approving related person transactions in accordance with the Company’s Related Party Transaction Policy.
The Audit Committee receives regular updates on internal audit activity throughout the year and reviews reports submitted to the Company by the Company’s independent registered public accounting firm, as well as annual management assurance updates submitted to the Audit Committee by the Risk Committee. The Audit Committee maintains direct communication with representatives of the independent registered public accounting firm, who ordinarily attend meetings by invitation (except in relation to the firm’s and its representatives’ own appointment and assessment of independence). The Chairman, CEO, Chief Financial Officer and others also attend meetings of the Audit Committee by invitation, and the Audit Committee meets at least once a year with both the independent registered public accounting firm and internal auditors without executive management present.
The Audit Committee met ten times in Fiscal 2020.    
Compensation Committee
The primary function of the Compensation Committee is to set compensation policies for senior executives and ensure that they are fairly rewarded, taking into account the interests of shareholders and the financial health of the Company, as well as ensure the Company’s compensation policies remain competitive.
The Compensation Committee’s responsibilities include:
Approving the overall compensation philosophy;
Approving annual and long-term performance targets for executive officers;
In consultation with the Chairman, evaluating the performance of the CEO and, in consultation with the CEO, evaluating the performance of the officers reporting to the CEO against corporate goals and objectives, and determining the total compensation earned by each person;
Recommending to the Board for approval all severance and other agreements with executives and material employee benefit plans, including retirement and incentive compensation plans;
Approving any share-based compensation awarded to employees of the Company; and
Appointing, compensating and assessing the work of any compensation consultant, independent legal counsel or other advisor retained by the Compensation Committee.
The Compensation Committee has delegated authority to the CEO to grant share-based awards under the Omnibus Incentive Plan to non-executive officers and others who do not report to the CEO subject to certain parameters and with a total annual grant value not to exceed $2 million.
The compensation of the independent Directors is determined by the full Board on the basis of recommendations made by the Compensation Committee after consultation with the Nomination and Corporate Governance Committee and the 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.

20



The Compensation Committee retained the services of an independent compensation consultant, Meridian Compensation Partners (“Meridian”) to advise on compensation matters in Fiscal 2020. Meridian provided services to the Compensation Committee in connection with its review of executive and independent Director compensation practices, including the competitiveness 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 limited to advising the Compensation Committee on executive and Director compensation; Meridian has done no other work for the Company. The Compensation Committee reviews and evaluates the independence of its consultant each year and has the final authority to hire and terminate the consultant. In considering Meridian’s independence, numerous factors were reviewed relating to Meridian and the individuals employed by Meridian who provided services to the Company, including those factors required to be considered pursuant to SEC and NYSE rules. Based on a review of these factors, the Compensation Committee determined that Meridian is independent and that its engagement did not raise any conflict of interest. After an extensive RFP process that was initiated after the Compensation Committee’s August 2018 meeting, the Committee retained Semler Brossy ("Semler") to replace Meridian as its independent compensation consultant, effective in June 2019, to advise on compensation matters going forward. The Compensation Committee also considered the independence factors listed above with respect to Semler and has determined that Semler is independent and that its engagement does not raise any conflict of interest.
The Compensation Committee met five times in Fiscal 2020.
For additional information regarding the operation of the Compensation Committee, including the role of consultants and management in the process of determining the amount and form of executive compensation, see CDA below.
Nomination and Corporate Governance Committee
The primary function of the Nomination and Corporate Governance Committee 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 Nomination and Corporate Governance Committee’s responsibilities include:
Assisting the Board in the selection and nomination of Directors;
Reviewing the composition and balance of the Board and its Committees,
CEO, Chairman and Board succession planning, as well as oversight of succession planning for other executive officers;
Coordinating and overseeing the annual evaluation of the Board and its Committees; and
Assisting the Board in the consideration and development of appropriate corporate governance guidelines and other matters of corporate governance.
The Nomination and Corporate Governance Committee may engage external recruitment agencies to identify suitable candidates to serve as CEO and for all Board appointments, with interviews carried out in accordance with a formal process.
In evaluating candidates, the criteria that the Nomination and Corporate Governance Committee generally views as relevant and is likely to consider include experience (particularly experience that is specifically relevant to the business or reflects an area of expertise) and background or diversity that the Committee feels is either missing or particularly important to the Board’s effectiveness and efficiency. The candidate must possess the highest level of personal and professional ethics and integrity and be prepared to consistently commit the time and effort necessary to fulfill the duties and responsibilities of the position. The Board Diversity Policy provides that, in reviewing and assessing Board composition, the Committee will consider diversity of skills, industry experience, background, ethnicity, gender and other qualities in order to maintain an appropriate range and balance of skills, experience and background on the Board. The Company is authorized to engage and has in the past engaged third-party director search firms.
When the role of the Chairman or any matter relating to succession of the role is discussed, the Chairman may be consulted, but the responsibility for preparing a job specification and making any recommendation to the Board rests with the Nomination and Corporate Governance Committee.
The Nomination and Corporate Governance Committee met four times in Fiscal 2020.
Corporate Social Responsibility Committee
The primary function of the Corporate Social Responsibility Committee is to set guidance and direction with respect to policies and progress on social, ethical, environmental and community issues pertaining to the Company’s business.
The Corporate Social Responsibility Committee’s responsibilities include:
Defining the Company’s corporate and social obligations as a responsible citizen and overseeing conduct in the context of those obligations and the creation of appropriate policies and supporting measures;

21



Monitoring the Company’s engagement with external stakeholders and other interested parties regarding CSR initiatives and programs;
Monitoring the Company’s overall approach to corporate responsibility and ensuring alignment with the overall business strategy;
Overseeing the implementation and effectiveness of appropriate policies and systems in place relating to community relations, human rights and responsible supply chain management;
Monitoring the implementation of appropriate policies and initiatives with respect to energy management, climate change, carbon footprint, waste management and sustainable sourcing;
Monitoring community support programs and ensuring appropriate corporate giving policies are adopted;
Overseeing and monitoring the Company’s culture to create a diverse and productive workplace; and
Reviewing the Company’s annual Corporate Social Responsibility Report.
In carrying out its responsibilities, the Corporate Social Responsibility Committee works to identify and monitor external developments likely to have a significant influence on the Company’s conduct as a good corporate citizen, as well as review metrics set in relation to the Company’s four Corporate Social Responsibility Pillars of People, Responsible Sourcing, Environmental Stewardship and Charitable Giving. The Corporate Social Responsibility Committee is authorized to engage independent advisers in carrying out its responsibilities.
The Corporate Social Responsibility Committee met four times in Fiscal 2020.


22



Proposal 2: Appointment of Independent Auditor and Authorization of the Audit Committee to Determine its Compensation
(Item 2 on the Proxy Card)
Proposal 2 is to appoint KPMG LLP (“KPMG”) as independent auditor to the Company until the end of the next annual meeting of shareholders and authorize the Audit Committee of the Board to determine its compensation.
The Audit Committee is responsible for the recommendation, compensation, retention and oversight of the independent auditor and has recommended KPMG, the U.S. member firm of KPMG International, as the independent registered public accounting firm to audit the Company’s financial statements and effectiveness of internal control over financial reporting of the Company until the end of the Company’s annual meeting of shareholders in 2021. While shareholders are required to appoint the independent auditor pursuant to Bermuda law, the Audit Committee is responsible for recommending which independent auditor should be appointed.
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, all KPMG services and fees were reviewed and pre-approved by the Audit Committee (or Chair of the Audit Committee for non-audit work up to $250,000). This policy also prohibits the Company’s independent registered public accounting firm from performing certain non-audit services for the Company including: (1) bookkeeping, (2) systems design and implementation, (3) appraisals or valuations, (4) actuarial services, (5) internal audit, (6) management or human resources services, (7) investment advice or investment banking, (8) legal services and (9) expert services unrelated to the audit. All fees paid by the Company to KPMG for Fiscal 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 2020 and Fiscal 2019 for their respective audits of the Company’s consolidated financial statements and the effectiveness of internal control over financial reporting for Fiscal 2020 and Fiscal 2019, reviews of the Company’s unaudited condensed consolidated interim financial statements and other services rendered by KPMG during Fiscal 2020 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

(1) 
Audit-related fees consisted principally of assurance-related services that are reasonably related to the performance of the audit or review of financial statements.
(2) 
Tax fees consisted principally of professional services rendered for tax compliance and advisory services.

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.


23



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, 2020 (“Fiscal 2020”) and February 2, 2019 (“Fiscal 2019”), and the related audited consolidated income statements, statements of comprehensive income, statements of cash flows, and statements of shareholders’ equity, for each of Fiscal 2020, Fiscal 2019, and the fiscal year ended February 3, 2018 (“Fiscal 2018”). These balance sheets and statements (the “Audited Financial Statements”) were audited and are the subject of reports by the Company’s independent registered public accounting firm, KPMG. The Audited Financial Statements are available at www.signetjewelers.com/investors/financial-reports.
The Audit Committee reviewed and discussed the Audited Financial Statements with management and otherwise fulfilled the responsibilities set forth in its charter. An evaluation of the effectiveness of the Company’s internal control over financial reporting was discussed by the Audit Committee with management and KPMG.
The Audit Committee also discussed applicable matters under Public Company Accounting Oversight Board (“PCAOB”) standards with KPMG. The required written disclosures and letter regarding KPMG communications with the Audit Committee and independence were received by the Audit Committee, and independence was discussed with KPMG.
Based upon the review and discussions referred to above, the Audit Committee recommended to the Company’s Board that the Audited Financial Statements be included in the Company’s Fiscal 2020 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 Committee’s responsibility for the appointment and oversight of the Company’s independent public accountants and determines whether to re-engage KPMG or consider other audit firms. In doing so, the 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 public accountants 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. 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 public accountants is in the best interests of the Company and its shareholders.
MEMBERS OF THE AUDIT COMMITTEE
Sharon L. McCollam (Chair)
R. Mark Graf
Helen McCluskey

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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
57
Chief Executive Officer
Joan M. Hilson
60
Chief Financial Officer
J. Lynn Dennison
56
Chief Legal & Strategy Officer and Corporate Secretary
Oded Edelman
53
Chief Digital Innovation Advisor and President - JamesAllen.com
Mary Elizabeth Finn
59
Chief People Officer
Stephen E. Lovejoy
54
Chief Supply Chain Officer
Howard A. Melnick
58
Chief Information Officer
Jamie L. Singleton
58
President - Kay, Zales and Peoples
Rebecca S. Wooters
49
Chief Digital Officer
Virginia C. Drosos, 57—see biographical information in section “Proposal 1: Election of Directors - Virginia C. Drosos.”
Joan M. Hilson, 60, joined Signet in March 2019 and became Chief Financial Officer in April 2019. Ms. Hilson brings over 30 years of experience in retail corporate finance leadership positions, with extensive experience in business planning, merchandise planning, inventory management, and cost optimization. Before joining Signet, Ms. Hilson was EVP, Chief Financial and Operating Officer of David’s Bridal, Inc. from March 2014 to February 2019. Prior to that she was the Chief Financial Officer of American Eagle Outfitters and held several roles within Limited Brands, including Chief Financial Officer of the Victoria’s Secret stores division. Earlier in her career, Ms. Hilson also worked at Sterling Jewelers Inc. and Coopers & Lybrand.
J. Lynn Dennison, 56, was appointed Chief Legal & Strategy Officer in August 2019 and Corporate Secretary in January 2019. Ms. Dennison joined the Company in January 2011 as Senior Vice President, Legal, Compliance and Risk Management, and was promoted to Chief Legal, Risk & Corporate Affairs Officer in December 2014 and Chief Legal & Transformation Officer in February 2018. During her tenure at Signet, she has led numerous functional groups, including Real Estate and Store Planning, Indirect Sourcing and Internal Audit. Prior to joining Signet, Ms. Dennison held other senior legal positions, most recently at Tecumseh Products Company.
Oded Edelman, 53, became Chief Digital Innovation Advisor in September 2017 and has served as President of JamesAllen.com since 2007. Mr. Edelman has served as the Chief Executive Officer of R2Net Inc., the parent company of online diamond and bridal jewelry retailer, James Allen, since he founded it in 2007. He also serves as the President of JamesAllen.com. Signet completed the acquisition of R2Net Inc. on September 12, 2017. Mr. Edelman has decades of experience in the diamond industry.
Mary Elizabeth Finn, 59, became Chief People Officer in May 2018. From January 2017 to May 2018 Ms. Finn served as Chair of Finn Advisory Services, LLC, a consulting firm which she founded. Previously, Ms. Finn was Chief Human Resources Officer of Nielsen from 2013 to 2016 and provided human resources leadership during two major successful transitions: the company’s initial public offering and chief executive officer succession. Prior to Nielsen, she spent 26 years at General Electric and has significant experience empowering employees during business transformation, developing leaders, providing effective training and development opportunities and building diverse, inclusive, and successful teams throughout her career.
Stephen E. Lovejoy, 54, joined Signet as the Company’s new Chief Supply Chain Officer in June 2018. Steve most recently served as Chief Operating Officer for Glanbia PLC from January 2016 to May 2018. Prior to Glanbia, he served as Senior Vice President Global Supply Chain at Starbucks Coffee Company from March 2010 to December 2015; as Vice President, Global Supply Chain for Method Home Products from July 2009 to February 2010; 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, became Chief Information Officer in February 2018, following his service in this position as interim Chief Information Officer since November 2017. Prior to Signet, Mr. Melnick was Chief Information Officer at Ralph Lauren from 2008 to 2017. Mr. Melnick previously held technology leadership positions at Marriott International and Pepsi-Cola International. He is also a Certified Public Accountant.
Jamie L. Singleton, 58, became Signet’s President of Kay, Zales and Peoples in March 2019, following her service as Executive Vice President of Zales and Peoples Jewelers from June 2017 to March 2019. Ms. Singleton previously served as 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. Prior to joining Zale Corp. she was a Senior Vice President at CPI and David’s Bridal Group after having served in various senior merchandising, sourcing and product development positions at other retail companies.
Rebecca S. Wooters, 49, became Signet’s Chief Digital Officer in April 2020.  She has over 25 years of experience across digital strategy and transformation, customer experience, operations, market and product development.  Prior to joining Signet, she spent over 12 years with Citi, most recently as Chief Customer Experience Officer and Head of Digital Experience for Citi’s Card division since November 2013 and the Global Consumer Bank since April 2018, where she was responsible for customer experience and the evolution of digital servicing, digital channels, and the emerging space of voice, bot and digital messaging.  Prior to Citi, Ms. Wooters served in innovation, strategic and marketing roles of increasing responsibility at Experian Decision Analytics, from 2005 to 2008, and MBNA, from 1994 to 2009.

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Proposal 3: Approval, on a Non-Binding Advisory Basis, of the Compensation of the Company’s Named Executive Officers
(Item 3 on the Proxy Card)
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 NEOs as disclosed in this Proxy Statement in accordance with Section 14A of the Exchange Act (also referred to as “Say-on-Pay”).
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 shareholder value. Total compensation is targeted at approximately the median of a custom group of comparator companies.
The 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 Compensation Committee. The Board and 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 Compensation Committee will evaluate whether any actions are necessary to address those concerns.
The Board of Directors Recommends that Shareholders Vote “For” The Approval, on a Non-Binding Advisory Basis, of the Compensation of the Company’s NEOs as Disclosed in this Proxy Statement.



26



Executive Compensation
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
Introduction
Executive Summary
Our Commitment to Pay for Performance
How Executive Compensation is Determined
Competitive Benchmarking Analysis
Elements of NEO Compensation
Other Policies and Practices
Deductibility of Executive Compensation
Modifications to Compensation Programs in Response to the COVID-19 Pandemic
COMPENSATION COMMITTEE REPORT
EXECUTIVE COMPENSATION TABLES
Summary Compensation Table
Grants of Plan-Based Awards
Outstanding Equity Awards
Option Exercises and Shares Vested
Non-Qualified Deferred Compensation
NEO AGREEMENTS
Termination Agreements
Separation Agreement
TERMINATION PAYMENTS
CEO PAY RATIO
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.
NEO
Position
Virginia C. Drosos
Chief Executive Officer
Joan M. Hilson
Chief Financial Officer
J. Lynn Dennison
Chief Legal & Strategy Officer and Corporate Secretary
Mary Elizabeth Finn
Chief People Officer
Jamie L. Singleton
President - Kay, Zales and Peoples
Michele Santana
Former Chief Financial Officer (1)
(1) Ms. Santana’s service as Chief Financial Officer ceased on April 3, 2019, but she remained employed as an advisor through April 30, 2019.
Unless otherwise noted, references to the “CFO” or “Chief Financial Officer” in this CDA refer to Ms. Hilson.
In light of the impact the COVID-19 pandemic has had on the global economy and retail industry and Company in particular, the Company has taken certain measures to mitigate the financial impact of the pandemic on the Company. While the Company has not reduced the compensation earned by the NEOs during Fiscal 2020, which is the subject of this CDA and the Executive Compensation Tables, since such compensation was earned prior to the COVID-19 pandemic, it has deferred payout of the annual

27



Fiscal 2020 Short Term Incentive Plan bonus and has taken measures to adjust Fiscal 2021 compensation as described under “Modifications to Compensation Programs in Response to the COVID-19 Pandemic” included in this CDA.
Executive Summary
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 drive long-term growth and value creation. Our objective is to recruit, retain, incentivize and reward the quality of executive officers necessary to deliver sustained high performance to our shareholders and customers. Our executive compensation practices reinforce our goals and expectations to reward the significant contributions that our executives are making in our transformational Path to Brilliance journey using the following compensation principles.
Principle
Design
Attract and retain high caliber executives.
Executive officers have base salaries and benefits that are market competitive and incentivize retention. In addition, executive long-term incentives include a portion of time-based equity that vests over three years.
Align interests of senior management with shareholders.
A significant portion of total compensation for executives is delivered through equity-based compensation.
Deliver a majority of NEO compensation that is at risk based on performance.
Short Term Incentive Plan (“STIP”) and Long Term Incentive Plan (“LTIP”) awards are variable and at-risk and tied to performance of the Company. The percentage of at-risk compensation increases in line with the responsibility, experience and direct influence over the Company’s performance. The only element of fixed pay is base salary.
Reward annual and multi-year exceptional performance through performance-based compensation elements.
Executives participate in both STIP (annual) and LTIP (three-year) incentives with robust performance goals.
Align NEO incentives with key organizational goals and metrics.
The STIP and LTIP include performance goals tied to top and bottom line growth, as well as the efficient use of capital.
Require all executive officers to build a substantial holding of the Company’s shares.
All NEOs are subject to share ownership guidelines.
Compensation Overview, Objectives and Key Features
The Compensation Committee has established an 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 and retain high caliber executive officers to lead our strategic plan.
Annual bonus (STIP)
Motivate and reward achievement of annual financial results against established annual goals of the Company.
Cash awards dependent on the degree of achievement against annual performance targets that align with our strategic plan and focused on profitable growth.
Long-term incentives (performance-based restricted share units and time-based restricted shares or restricted share units)
Align management with long-term shareholder interests; retain executive officers; motivate and reward achievement of sustainable earnings growth and returns over time.
Time-based restricted share awards vest upon the continuance of service; performance-based restricted share units require achievement of Company financial goals over a three-year performance period and require continued service.
In addition, executives receive a benefits package, which includes our deferred compensation plan, 401(k) Plan, health and life insurance and reimbursement of relocation expenses. The objective of the benefits package is to retain executive officers over the course of their careers.
Total Direct Compensation
The Committee strives to achieve an appropriate mix between the various elements of our compensation program to meet our compensation objectives. A significant portion of executive compensation is intended to be variable and tied to the Company’s financial performance.
The following charts illustrate the total target direct compensation mix for the Company’s CEO and other NEOs (on average and excluding the compensation of our former executive, Ms. Santana, and discretionary special awards and sign-on bonuses). As these charts show, approximately 85% of the CEO’s total target compensation, and approximately 67% of the average target total compensation of other NEOs, is variable and based on performance and/or aligned with shareholder interests over the short-term or long-term.

28



ceocompensationmixa01.gif averageneocompmixa01.gif
Summary of Target and Realized Compensation of our Chief Executive Officer in Fiscal 2020
In Fiscal 2020, the Compensation Committee did not increase the target compensation of our CEO. The following tables set forth a comparison between Fiscal 2019 and Fiscal 2020 total target compensation, as well as the realized compensation amount during Fiscal 2020.
Target Compensation
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%
Fiscal 2020 Realized Compensation (STIP and LTIP)
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%
(1) Value based on the closing price of the Company’s common shares on January 31, 2020, the last trading day of Fiscal 2020 ($24.31).
Commitment to Sound Compensation Practices and Governance
In designing and administering the Company’s compensation program, the Compensation Committee periodically reviews, benchmarks and has sought to align the program with best practices and principles, such as:



29



• Pay that is strongly linked to performance
• Independent director oversight of compensation and benefit programs
• Rigorous stock ownership requirements
• Strong risk mitigation, including balanced performance metrics
• Claw back policy in place
• Independent compensation consultant engaged
• Vesting of performance-based equity awards require meeting established goals and vest over multiple years

• Specified maximum payout caps on all variable compensation
• Double-trigger vesting for severance and change-in-control benefits and LTIP awards
• Limited use of perquisites
• No excise tax gross-ups in connection with a change in control
• No dividend equivalents paid on unvested performance share units
• No hedging transactions, short sales or pledging of Company stock
• No resetting of performance targets






Consideration of “Say-on-Pay” Vote and Investor Outreach
In June 2019, our Say-on-Pay proposal passed with 85.1% of the shareholder advisory votes cast in favor of the Company’s executive compensation program. The Compensation Committee concluded that shareholders were supportive of the Company’s executive compensation philosophy and design. The Compensation Committee will continue to consider Say-on-Pay results in the design of the Company’s compensation program.
In Fiscal 2020, we expanded our investor outreach program by including our Board in reaching out to our four largest investors, representing over 40% of shares outstanding. Although only one investor accepted our invitation, we will continue our investor outreach efforts to assure alignment of our compensation practices with shareholder interests. The Company’s outreach efforts are intended to better understand our shareholders’ viewpoints on our executive compensation program.
________________________________________________
Our 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- 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 results exceeded expectations, which impacted full year results. This strong performance during Fiscal 2020 resulted in a payout under our STIP, but such performance did not, when combined with Fiscal 2018 and 2019 performance, result in a performance-based restricted stock unit (“PSU”) payout under the LTIP.
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), 100% of the STIP award opportunity is based on the achievement of corporate-wide performance goals (60% on Adjusted Operating Income of Signet and 40% on Same Store Sales), while divisional leaderships’ STIP award opportunity is based equally on the achievement of the corporate-wide performance goals referenced above and banner specific performance goals (60% on Adjusted Operating Income 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 three-year period for all participants. Payout of PSUs under the LTIP is based on the achievement of metrics established at the beginning of each three-year cycle (80% on Cumulative Consolidated Operating Income and 20% on Return on Invested Capital). Payouts may range from 0% to 200% of target, based on the level of performance achievement during the applicable three-year performance period, with a payout of 25% of target at threshold performance.
More information with respect to 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 Compensation Committee
The Compensation Committee sets the compensation for the Company’s NEOs to motivate them to achieve our business objectives and ensure that they are appropriately rewarded for their individual contributions to our performance. In doing so, the Committee considers the interests of shareholders, the financial and commercial health of the business, compensation parameters for all levels

30



of the organization, and other conditions throughout Signet. The Committee also ensures that our executive compensation program remains competitive, as discussed above.
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 programs, goals and objectives to align with our Company’s performance targets and business strategies;
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 level of experience, the Company’s desire to retain the executive and the availability of replacement personnel;
Reviews tally sheets covering all elements of compensation, including benefits, perquisites and potential payments upon termination or change of control, to understand how each element of compensation relates to other elements and to the compensation package as a whole; and
Approves and 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 programs.
Following this analysis, the Committee submits its executive compensation recommendations to the independent members of our Board of Directors for final approval.
The Committee’s charter, which more fully sets out its duties and responsibilities, as well as other matters, can be found on our website at www.signetjewelers.com/investors/corporate-governance. In addition, please see the description of the Committee included under “Compensation Committee” within the “Board of Directors and Corporate Governance” section of this Proxy Statement.
Role of Compensation Consultants
Our independent compensation consultant, Semler Brossy, is retained by the Compensation Committee to provide the following services for the benefit of the Committee:
Competitive market pay analysis for the CEO, other executive officers and non-employee Directors;
Market trends in CEO, other executive officer and non-employee Director compensation;
Pay-for-performance analysis and review of risk in the Company’s pay programs;
Ongoing support with regard to the latest relevant regulatory, governance, technical and financial considerations impacting executive compensation and benefit programs;
Assistance with the design of executive compensation or benefit programs, as needed;
Annual review of the compensation benchmarking peer group; and
Other items as determined appropriate by the Chair of the Compensation Committee.
In June 2019, the Committee engaged Semler Brossy to replace Meridian as the Company’s independent compensation consultant after a comprehensive RFP process. For more information on the Committee’s independent compensation consultant, see the disclosure under “Compensation Committee” within the “Board of Directors and Corporate Governance” section of this Proxy Statement.
Role of Executives
The CEO reviews with the Compensation Committee a performance assessment for each of the other NEOs and, at the beginning of each fiscal year, recommends their target compensation levels, including salaries and target STIP and LTIP incentive levels. The Committee factors in these assessments and recommendations, along with other information, to determine final NEO compensation. The Chief Financial Officer and Chief People Officer regularly attend Committee meetings upon request but are not present for the executive sessions or for any discussion of their own compensation.
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. The Fiscal 2020 peer group companies had the following characteristics:
International retail operations;

31



Headquarters in North America and traded on a North American stock exchange; and
Revenue approximating those of Signet’s, generally ranging from half to twice the Company’s revenue.
For Fiscal 2020, 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.
PVH Corp.
Ulta Beauty Inc.
American Eagle Outfitters, Inc.
Hudson’s Bay Company
Ralph Lauren Corporation
Urban Outfitters Inc.
Capri Holdings Limited
L Brands, Inc.
Tapestry Inc.
V.F. Corporation
Dick’s Sporting Goods Inc.
Nordstrom Inc.
Tiffany & Co.
Williams-Sonoma, Inc.
The table below shows a statistical comparison of revenues and market capitalization between the Company and the 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

This peer group was the primary source of market data for the purposes of executive compensation benchmarking but was supplemented by Equilar survey data covering a broader group of retail companies with similar revenues for select executives (e.g., Ms. Dennison and Ms. Finn). Management did not have any input into the companies included in the peer group.
In the aggregate, target total compensation for the NEOs in Fiscal 2020 was in line with the peer group median. The Committee generally targets median pay positioning for its executives, but individuals may vary based on a variety of factors such as tenure, criticality of the role, performance and other components of the Company’s compensation philosophy.
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 of base salaries of the NEOs during Fiscal 2020 and Fiscal 2019 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 in March 2019 to reflect increased responsibilities.
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

(1) Amounts shown are annualized for each NEO. The actual salary received by each NEO during Fiscal 2020 is set forth in the Summary Compensation Table.
In light of the current economic situation as a result of the COVID-19 pandemic, the Company has taken action to reduce salaries of members of senior management during Fiscal 2021, as more fully described under “Modifications to Compensation Programs in Response to the COVID-19 Pandemic” included in this CDA.
Annual Bonus under the Short-Term Incentive Plan (“STIP”)
Annual bonus performance targets and actual bonuses paid in light of the Company’s performance are reviewed and approved by the Compensation Committee each year.
This incentive program focuses management on achieving annual performance objectives. The annual bonus is based on a pre-determined formula based on corporate-wide performance for our corporate-level NEOs and both corporate-wide and banner-specific performance for our NEO in a divisional leadership role, Ms. Singleton. In determining the performance target at the start of each

32



year, the Committee considers the Company’s current business plans and relevant market data, including the relative positioning of the Company’s performance in its sector. There is a maximum bonus payout level set each year on such awards, which is twice the target level. The Committee also sets a threshold performance level, below which no payments are made. This incentive program focuses management on achieving each year’s financial objectives.
Annual Bonus Fiscal 2020
Similar to 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. For all NEOs, other than Ms. Singleton, the STIP performance targets are based 100% on the achievement of corporate-wide performance targets, as noted above. As a divisional president, Ms. Singleton’s STIP award opportunity is 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 STIP Operating Income and Same Store Sales for each banner. The Committee incorporated the banner-specific metrics into Ms. Singleton’s STIP award opportunity to incentive sales growth and profitability at the banners and harmonize such banners’ financial goals with those of Signet as a whole.
stipperformancetargets.gif stipperformancetargets2a01.gif
As of the end of Fiscal 2020, target and potential maximum bonuses as a percentage of salary were as set out below. These bonus targets are the same as Fiscal 2019 for those NEOs employed by the Company in both periods.
NEO
Target STIP Bonus as a
Percentage of Base Salary
Maximum STIP Bonus as a
Percentage of Base Salary
Virginia C. Drosos
150

%
300
%
Joan M. Hilson
75

%
150
%
J. Lynn Dennison
75

%
150
%
Mary Elizabeth Finn
75

%
150
%
Jamie L. Singleton
75

%
150
%
Michele Santana
75

%
150
%
The Committee sets goals to motivate executives and align them with challenging financial performance goals. In Fiscal 2020, target performance goals were set at aggressive levels to achieve improvement in STIP Operating Income and Same Store Sales from the actual performance achieved in the prior year, as the transformative measures taken as part of our Path to Brilliance Plan transformation plan started to stabilize. Performance must exceed threshold goals to earn any bonus payout, which is paid on a linear basis from zero to 100% of the target bonus. 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.

33



The weighting, threshold (the level above which bonus will start to accrue), target, maximum and actual numbers for the corporate-wide performance metrics for the Fiscal 2020 STIP were as follows:
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
%
The banner specific performance metrics for Kay and Zales/Peoples, applicable to Ms. Singleton, for 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 of 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.
After reviewing the actual performance achieved against the criteria set at the beginning of Fiscal 2020, the Committee approved the performance noted above as part of the Fiscal 2020 year-end process resulting in annual bonus payments of 126.8% of target for Ms. Drosos, Ms. Hilson, Ms. Dennison, Ms. Finn and Ms. Santana and 98.25% of target for Ms. Singleton in the amounts shown below:
NEO
Total Bonus Earned for Fiscal 2020
Virginia C. Drosos
$2,853,000
Joan M. Hilson
$665,700
J. Lynn Dennison
$618,150
Mary Elizabeth Finn
$489,765
Jamie L. Singleton
$405,281
Michele Santana
$665,700
Pursuant to her separation agreement, discussed more fully under “NEO Agreements” of this Proxy Statement, Michele Santana was eligible for an annual bonus for Fiscal 2020 based on actual performance for the full fiscal year. She will not be eligible for any further annual bonuses beyond Fiscal 2020.
In furtherance of the Company’s efforts to mitigate the financial impact on the Company of the COVID-19 pandemic, payment of the STIP awards have been deferred as described under “Modifications to Compensation Programs in Response to the COVID-19 Pandemic” included in this CDA.
Long-Term Incentive Plan (“LTIP”)
The Compensation Committee believes that long-term share-based incentives are appropriate and important to properly focus the executive officers on long-term results, retain key executive officers and align their interests with those of shareholders.
Long-Term Incentive Grants in Fiscal 2020
The Fiscal 2020 equity grant under the Signet Jewelers Limited 2018 Omnibus Incentive Plan (the “Omnibus Plan”) included performance-based restricted share units at 65% and time-based restricted shares at 35% of the overall award granted, the same as in Fiscal 2019.
Generally, long-term incentive grants are 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. The number of time-based restricted shares and performance-based restricted share units granted to NEOs in Fiscal 2020 was based upon an award methodology using a share price calculated by averaging the closing price of a Common Share on the NYSE for the 20 trading days before the grant date of April 25, 2019, which was $25.18. The number of time-based restricted shares and performance-based restricted share units 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.
Performance-Based Restricted Share Units
The Committee determined that the performance-based restricted share unit targets for the Fiscal 2020 grant would cover a three-year performance period, and that awards would be weighted 80% on cumulative consolidated operating income (“LTIP Operating Income”) and 20% on return on invested capital (“LTIP ROIC”) instead of return on capital employed, which was used in Fiscal 2019.

34



ltipperformancetargetsa01.gif
LTIP Operating Income, a non-GAAP measure, is the reported operating income for the Company, excluding the impact of items the Company normalizes for public reporting and adjusted to reflect results at constant currency. LTIP ROIC is a non-GAAP measure calculated as being the annual consolidated operating profit in respect of the applicable fiscal year divided by the two-point, average year-end invested capital balance in respect of the applicable fiscal year, using a constant currency exchange rate, per the Company’s consolidated balance sheet. LTIP ROIC replaced LTIP return on capital employed in Fiscal 2019, as it is more commonly used to evaluate profitability in the U.S., is relatively common among our peers and is aligned with our strategic pillar of efficiency and agility as we seek to employ mindful use of capital. These measures were also chosen because the Compensation Committee believes that they are the appropriate combination of growth and return to drive long-term shareholder value. NEOs can earn 0% or between 25% to 200% of target, based on the level of performance achievement during the applicable three-year performance period, subject to continued service with the Company during such period.
For grants made in Fiscal 2020, consistent with past practice, the three-year cumulative performance target is based upon the Company’s consolidated financial projections for Fiscal 2020 to Fiscal 2022, adjusted to exclude the impact of any material transactions or events involving the Company or its subsidiaries that were not anticipated at the time the performance target was set subject to approval by the Committee.
The second goal for the Fiscal 2020 grant is achievement of LTIP ROIC over the performance period. LTIP ROIC uses LTIP Operating Income divided by total assets less current liabilities (excluding current debt). Achievement of any LTIP ROIC payout over the three-year cumulative performance period will require significant Company performance.
The level of achievement for three-year cumulative LTIP Operating Income and LTIP ROIC will pay out at 25% (minimum) upon achievement at threshold levels of target performance and 200% (maximum) upon achievement at the maximum target levels of performance.
The target LTIP awards are based on a flat amount for Ms. Drosos and a percentage of base salaries for all other NEOs as set forth in the table below. Ms. Santana was not entitled to an LTIP grant in Fiscal 2020.
NEO
Target LTIP Bonus
Virginia C. Drosos
$6,000,000
Joan M. Hilson
150% of Base Salary
J. Lynn Dennison
110% of Base Salary
Mary Elizabeth Finn
110% of Base Salary
Jamie L. Singleton
110% of Base Salary

35



Fiscal 2020 - Fiscal 2022 LTIP Payout Schedule
Performance Measure
Weighting
Threshold (Pays 25% of Target Award)
Target
(Pays 100% of Target Award)
Maximum
(Pays 200% of Target Award)
3-Year Cumulative LTIP Operating Income
(as a % of Budgeted Target)
80%
93.3% of Target
100% of Target
113.3% of Target
LTIP ROIC
20%
93.3% of Target
100% of Target
113.3% of Target
The performance targets and actual performance as measured against the targets will be disclosed at the end of the three-year performance period.
Determinations Related to Vesting of Previously Granted Performance-Based LTIP Awards
In March 2020, the Committee certified performance for the three-year performance-based restricted share unit awards granted in Fiscal 2018, covering the performance period of Fiscal 2018 through Fiscal 2020. These awards were weighted 80% on adjusted consolidated operating income (“Adjusted LTIP Operating Income”) and 20% on return on capital employed (“LTIP ROCE”). Adjusted LTIP Operating Income was further adjusted to reflect results at constant currency and for the impact of (i) noncash goodwill and intangible impairment charges, (ii) the disposition of the second phase of the Company’s credit program, (iii) restructuring charges and (iv) the resolution of a previously disclosed regulatory matter.
Performance targets and actual performance for these measures during the Fiscal 2018 - Fiscal 2020 performance period are shown below. The awards vested at 0% of target.
Performance Target
Weighting
Threshold (Pays 25% of Target Award)
Target
(Pays 100% of Target Award)
Maximum
(Pays 200% of Target Award)
Actual
Share Award Vesting (as a Percentage of Target Award)
Adjusted LTIP Operating Income (in millions)
80%
$
1,488

$
1,576

$
1,706

$
1,173

0
%
LTIP ROCE
20%
24.8%

26.3%

28.4%

17.42%

0
%
Time-Based Restricted Shares
One-third of the time-based restricted shares granted in Fiscal 2020 will vest on each of the first, second and third anniversary of the grant date subject to continued service with the Company.
Time-based restricted share awards are granted under an award pool formula established by the Compensation Committee based on Company performance in the prior fiscal year. For time-based restricted share awards granted in Fiscal 2020, the pool was based on attaining an adjusted operating income performance hurdle for Fiscal 2019. The actual share awards granted from the pool were determined using the process described above under “Long-Term Incentive Grants in Fiscal 2020.”
Special Awards
From time to time, upon approval of the Committee, the Company may make special awards in 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.
In connection with the hiring of Ms. Finn, the Compensation Committee approved a sign-on bonus in the amount of $150,000, half of which was paid in Fiscal 2019 and half after the anniversary date of her hire.
In light of Ms. Singleton’s strong performance in her expanded leadership role and transformational contributions to the Kay and Zales banners and Company as a whole, the Committee awarded her an additional cash bonus of $50,000 for Fiscal 2020.
In addition, on August 14, 2019, in order to ensure continuity and recognize her efforts and role in the Company’s Path to Brilliance journey, the Compensation Committee granted a special retention award of time-vested restricted share units to Ms. Dennison, whose skills and capabilities are critical with respect to the strategic priorities of the Company, including leading the effort to resolve outstanding litigation in a timely and satisfactory manner. The one-time grant of RSUs was calculated based on a $700,000 grant value using the fair market value of the Company’s Common Shares on the date of grant and vests 50% on each of the first two anniversaries of the date of grant.
Retirement & Deferred Compensation
The Company provides retirement and deferred compensation benefits to NEOs and employees, both as a retention mechanism and to provide a degree of financial security post retirement.

36



In the U.S., there are two defined contribution savings vehicles. The primary retirement vehicle is the Company-sponsored Signet Jewelers 401(k) Retirement Savings Plan (the “401(k) Plan”), which is a qualified plan under federal guidelines.
Currently the Company matches 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 elective salary deferral for each employee is subject to certain maximum statutory limitations.
Under federal guidelines, the 401(k) Plan contributions by senior management may be reduced based on the participation levels of lower-paid employees. Therefore, a supplemental plan, the Deferred Compensation Plan (the “DCP”), an unfunded, non-qualified plan under Federal guidelines, was established for senior management to assist with pre-tax retirement savings in addition to the 401(k) Plan. Under the DCP, an employee is permitted to defer up to 75% of their base salary and bonus. The Company provides a discretionary 50% matching contribution under the DCP for each participant’s annual deferral, up to 8% of the participant’s annual eligible compensation. Effective January 1, 2020, the Company matching formula changed from 10% to 8% of the participant’s annual eligible compensation. Although the DCP also permits additional employer discretionary contributions, the Company did not make any additional discretionary contributions in Fiscal 2020.
The NEOs are eligible for benefits provided under the 401(k) Plan and the DCP.
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. In addition, in limited circumstances, where it is appropriate that spouses attend business related functions, Signet reimburses NEOs for the travel expenses of spouses. The Company does not provide any tax gross-up payments for any perquisites other than for relocation payments where applicable.
Other Policies and Practices
Clawback Policy
The Compensation Committee has adopted a clawback policy that provides that in the event of a material restatement of the Company’s financial results, the Compensation Committee will recalculate incentive compensation based on the restated results. In the event of an overpayment, the Company may seek to recover the difference. Similarly, in the interest of fairness, should a restatement result in an under payment of incentive compensation, the Company will make up any difference.
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
All executives are expected to build their holding within five years from their appointment as an executive officer or other specified date. All executives are required to hold 50% of net after-tax shares received upon vesting or payout until these 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 employee 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 employee 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.

37



Termination Protection Agreements with NEOs
Each NEO, other than Ms. Santana, has a termination protection agreement with the Company setting forth the terms of the NEO’s employment with the Company. The principal terms of the termination protection agreements are described under the “NEO Agreements” section of this Proxy Statement.
Separation Agreements
The principal terms of the separation agreement with Ms. Santana are described under the “NEO Agreements” section of this Proxy Statement. Among other terms, the separation agreement provides for the continuation of base salary through April 30, 2020 (the “Termination Date”), an annual bonus for Fiscal 2020 under the STIP based on actual performance of the Company, pro-rated vesting of the time-based restricted shares granted in Fiscal 2018 and Fiscal 2019, pro-rated performance-based restricted share units granted in Fiscal 2018 and Fiscal 2019 based on actual performance of the Company and payable at the end of each performance cycle, payment of COBRA premiums and certain other expenses. The pro-rated amounts referenced above are based on the time of grant through Ms. Santana’s termination date.
Termination for Cause and Violation of Non-Compete and Non-Solicitation Covenants
Performance-based restricted share units and time-based restricted shares 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. The separation agreement with Ms. Santana provides for a two-year non-competition and non-solicitation period post-employment. 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 separation 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 employees (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.
Modifications to Compensation Programs in Response to the COVID-19 Pandemic
The COVID-19 pandemic has had a significant impact on the global economy and retail industry and Company in particular. The Company has taken numerous actions to mitigate the financial impact of the pandemic on the Company, which includes modifications to the compensation program. While the Company did not reduce the compensation earned by the NEOs during Fiscal 2020, since such compensation was earned prior to the COVID-19 pandemic, it has made the following modifications to the compensation program going forward. In making these modifications, the Company balanced the drive to reduce expenses and preserve liquidity, with its desire to appropriately incentivize and retain its members of senior leadership as they continue manage the Company’s performance during this unprecedented time.
Base Salary
As part of the Company’s expense-reduction measures, in March 2020, the Company implemented temporary base salary reductions for members of senior leadership. Half of the salary reduction amount will be awarded in the Common Shares (in lieu of cash), with this temporary arrangement in place until such time as the Company determines reinstatement is appropriate. The base salary reductions are in the amount of 50% for Ms. Drosos, Ms. Hilson, Ms. Singleton and Mr. Oded Edelman, and 35% for all other senior

38



vice presidents and above, which includes Ms. Dennison and Ms. Finn. Common Shares paid in lieu of salary will be awarded on a periodic basis at a grant date price based on the 20-day rolling average of the closing price of the Common Shares leading up to and including the dates of grant.
STIP
In order to preserve liquidity during the temporary closure of the Company’s stores, the Compensation Committee approved a deferral of the payout of Fiscal 2020 STIP awards earned by members of senior leadership from April 2020 to June 2020.
In addition, the Compensation Committee approved a bifurcation of the Fiscal 2021 STIP award opportunity into two equally-weighted, seasonal performance periods. The first half of the Fiscal 2021 STIP award opportunity will be based on liquidity goals critical to weathering the disruption created by the COVID-19 pandemic. The structure of the second half of the Fiscal 2021 STIP award will be determined mid-year once the impact of the COVID-19 pandemic on the Company is more fully understood and is expected, at this time, to be based on our Fiscal 2020 metrics of adjusted operating income and same store sales.
LTIP
In light of the uncertainty created by the COVID-19 pandemic, the Compensation Committee approved two actions with respect to Fiscal 2021 long-term incentive awards. First, the Compensation Committee approved a re-balancing of the PSUs and time-vested restricted stock awards from 65% PSUs and 35% time-vested restricted stock to an equal amount of each component. In addition, the Committee approved a delay of the Fiscal 2021-2023 PSU awards from April 2020 to Fall 2020 so that the impact of the COVID-19 pandemic is more fully understood before long-term performance metrics and targets are established. The portion of the LTIP award delivered in time-vested restricted share units will continue to be made in April 2020 as is our typical practice.
DCP and 401(k) Matching Program
In furtherance of the Company’s expense reduction efforts, the Company temporarily ceased the Company matching program with respect to the DCP and 401(k) Plan.
The Company will continue to evaluate its executive compensation program to align and incentivize its associates and members of senior leadership with the Company’s short and long-term goals. In doing so, the Company will account for the developing impact of COVID-19 in reviewing and determining the Fiscal 2021 STIP and LTIP design, performance metrics and award opportunities.
Compensation Committee Report

The 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 Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Proxy Statement.

Members of the Compensation Committee:
Nancy Reardon (Chair)
Jonathan Seiffer
Eugenia Ulasewicz



39



Executive Compensation Tables
Summary Compensation Table

The following table sets forth the compensation during Fiscal 2020, Fiscal 2019 and Fiscal 2018, 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

(1)
The amounts reflected in the table above for Fiscal 2020 reflect actual salaries earned, which may differ from the annualized base salaries disclosed in section “CDA - Elements of NEO Compensation - Base Salary.”
(2)
The amounts in the table above for Fiscal 2020 reflect the payout of a retention payment for Ms. Santana from the notice date of her termination through April 30, 2019; a sign-on bonus for Ms. Finn; and a special award granted to Ms. Singleton.
(3)
In accordance with FASB ASC Topic 718, the amounts calculated are based on the aggregate grant date fair value of the restricted shares and restricted share units (in the column entitled “Stock Awards”) in the year of grant based upon target value of performance conditions. For information on the valuation assumptions, refer to note 26 in Signet’s Annual Report on Form 10-K for Fiscal 2020. The amounts in the table above reflect the total value of the performance-based restricted share units at the target (or 100%) level of performance achievement plus time-based restricted shares.
(4)
The amounts in the table above reflect actual STIP awards earned. See “CDA - Elements of NEO Compensation - Annual Bonus under the Short-Term Incentive Plan (“STIP”).”
(5)
The following table provides the incremental Fiscal 2020 cost to the Company for each of the elements included in the column:
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)
Amounts reported for Ms. Hilson and Ms. Finn consist of grossed-up relocation payments.
(b)
Amount reported for Ms. Santana reflects salary continuation payments from her termination date of April 30, 2019 of $511,538, COBRA payments of $13,017 and reimbursement of outplacement services of $10,922 pursuant to her separation agreement. See “NEO Agreements - Separation Agreement” for more information.
(6)
Ms. Santana’s service as Chief Financial Officer ceased on April 3, 2019, but she remained employed as an advisor through April 30, 2019.

40



The table below provides the potential value of Fiscal 2020 performance-based restricted share units 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)
$

$

(a)
As a result of Ms. Santana’s separation, no performance-based restricted shares units were granted to her during Fiscal 2020.


41



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

 
 
 
 
 
(1)
Represents bonus opportunities under the Company’s annual bonus plan for Fiscal 2020. The target bonus levels for Fiscal 2020 expressed as a percentage of base salary were 150% for Ms. Drosos and 75% for the other NEOs, and the maximum bonus levels were 300% for Ms. Drosos and 150% for the other NEOs, based on goals established by the Compensation Committee for target STIP Operating Income. For a more detailed description of the Company’s annual bonus plan, including a discussion of the Company’s performance with respect to goals and amounts awarded to the NEOs in Fiscal 2020, see “CDA - Annual Bonus under the Short-Term Incentive Plan (“STIP”)” above.
(2)
Represents performance-based restricted share units granted under the Omnibus Plan. Under the terms of these awards, the restricted share units will vest at the end of the third fiscal year following the grant dates subject to achievement of performance goals and continued service. Vesting may be prorated upon certain terminations of employment or change of control events. Under the terms of these awards, the restricted share units will be forfeited in the event the Company fails to achieve minimum cumulative LTIP Operating Income and LTIP ROIC goals for the 3-year performance period covering Fiscal 2020 through Fiscal 2022.
(3)
Represents time-based restricted share awards granted under the Omnibus Plan. One third of these time-based restricted shares will vest on each of the first, second and third anniversary of the grant date subject to continued service. Vesting may be prorated upon certain terminations of employment or change of control events. Time-based restricted shares accrue dividends while restricted, which are paid if and when the awards vest.
(4)
Represents a special award of time-based restricted share units granted under the Omnibus Plan. Half of these time-based restricted share units will vest on each of the first and second anniversary of the grant date subject to continued service. Vesting may be prorated upon certain terminations of employment or change of control events. Time-based restricted share units do not accrue dividends while restricted.
(5)
Payouts of non-equity incentive plan awards may range from $0 to the maximum as described above. Below threshold level, nothing is paid to the NEOs; performance must meet or exceed threshold level to earn any bonus payment, which is paid on a linear basis from 0% to 100% of the target and 100% to 200% of the target.
(6)
Payouts of equity incentive plan awards may range from 0 shares to the maximum as described above. At threshold level, 25% is paid to the NEOs.
(7)
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.




42



Outstanding Equity Awards at Fiscal Year End 2020
 
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

(1)
Calculated using the closing market price of the Company’s Common Shares on February 1, 2020, the last business day of Fiscal 2020 ($24.31 per share).
(2)
The grant date for this award was August 1, 2017. One third of this grant vests on each of the first, second and third anniversary of the grant date. As of February 1, 2020, the awards outstanding represent the amounts eligible for vesting on the third anniversary of the grant date.
(3)
The grant date for this award was April 25, 2018. One third of this grant vests on each of the first, second and third anniversary of the grant date. As of February 1, 2020, the awards outstanding represent the amounts eligible for vesting on the second and third anniversaries of the grant date.
(4)
The grant date for this award was April 25, 2019. One third of this grant vests on each of the first, second and third anniversaries of the grant date.
(5)
This award vested on February 1, 2020 and lapsed as a result of performance below the 3-year cumulative threshold as determined by the Compensation Committee. Amount reported reflects payout at threshold, which is 25% of target, as a result of performance trending below threshold through the previous fiscal year.
(6)
The Compensation Committee will determine whether this grant will vest within 70 days following January 30, 2021. Amount reported reflects payout at threshold, which is 25% of target, as a result of performance trending below threshold through the previous fiscal year.
(7)
The Compensation Committee will determine whether this grant will vest within 70 days following February 1, 2022. Amount reported reflects payout at maximum, which is 200% of target, as a result of performance trending above target through the previous fiscal year.
(8)
The grant date for this award was March 18, 2019. One third of this grant vests on each of the first, second and third anniversaries of the date of grant.
(9)
The grant date for this award was April 7, 2017. One third of this grant vests on each of the first, second and third anniversary of the grant date. As of February 1, 2020, the awards outstanding represent the amounts eligible for vesting on the third anniversary of the grant date.
(10)
The grant date for this award was August 14, 2019. Half of this grant vests on each of the first and second anniversary of the date of grant. As of February 1, 2020, the awards outstanding represent the amounts eligible for vesting on the second and third anniversaries of the grant date.
(11)
The grant date for this award was June 15, 2018. One third of this grant vests on each of the first, second and third anniversary of the grant date. As of February 1, 2020, the awards outstanding represent the amounts eligible for vesting on the second and third anniversaries of the grant date.
(12)
The grant date for this award of restricted share units was September 4, 2018. 1,000 shares of this award vest on the first anniversary of the grant date, 2,000 shares vest on the second anniversary of the grant date and 3,000 shares vest on the third anniversary of the grant date. As of February 1, 2020, the awards outstanding represent the amounts eligible for vesting on the second and third anniversary of the grant date.
(13)
Represents the prorated number of shares Ms. Santana is eligible to receive based on the number of calendar days that have elapsed since the beginning of the applicable performance cycle through April 30, 2019, her termination date.



43



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

(1) Represents the value realized upon vesting of shares, based on the market value of the shares on the vesting date and the dividends accrued thereon.

Non-Qualified Deferred Compensation
The Company maintains a Deferred Compensation Plan (the “DCP”), which is an unfunded, non-qualified plan under Federal guidelines, established for senior management to assist with pre-tax retirement savings in addition to the 401(k) Plan. The Company provides a discretionary 50% matching contribution under the DCP for each participant’s annual deferral, up to 10% of the participant’s annual eligible compensation. 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