DEF 14A 1 d498783ddef14a.htm DEF 14A DEF 14A
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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  

Filed by a Party other than the Registrant  

Check the appropriate box:

 

  Preliminary Proxy Statement
  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
  Definitive Proxy Statement
  Definitive Additional Materials
  Soliciting Material Pursuant to §240.14a-12

SIGNET JEWELERS LIMITED

 

 

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check all boxes that apply):

 

  No fee required.
  Fee paid previously with preliminary materials.
  Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


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LOGO


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CHAIRMAN’S LETTER   LOGO

May 5, 2022

 

 

LOGO

 

 

 

 

Dear Fellow Shareholders

 

     LOGO     

 

                

 

H. Todd Stitzer

Chairman of

the Board,

Signet Jewelers

 

Our Board of Directors (the “Board”) invites you to the 2022 Annual Meeting of Shareholders of Signet Jewelers Limited (“Signet” or the “Company”) (the “Meeting”), which will be held on June 17, 2022, at 11:00 a.m., Eastern Time. Due to the continuing public health impact and ongoing uncertainty regarding COVID-19, and to support the health and well-being of our Directors, team members, shareholders, and other stakeholders, the Meeting will be held virtually via live audio webcast at www.virtualshareholdermeeting.com/SIG2022. 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 “Connected Commerce” presence throughout North America and the United Kingdom that enables it to serve customers wherever, whenever, and however they want to engage—in brick-and-mortar stores, online, and across a diverse mix of devices and channels. This Connected Commerce capability enables a seamless customer experience that has become a widening competitive advantage in our category.

Fiscal 2022 was the first year of Signet’s Inspiring Brilliance strategy, the next phase of the Company’s growth journey. With leadership from CEO Gina Drosos, we set a high bar for the year—and the team delivered, meeting and exceeding expectations in the midst of continuing pandemic and macroeconomic challenges.

In Fiscal 2022, Signet delivered total sales growth of nearly 50% with Same-store sales growth of 48.5%. We grew across every banner and every channel. eCommerce sales grew more than 27% and now represent nearly a fifth of total sales. This growth outpaced the market and enabled the Company to increase its

US market share to 9.3%, a 270 basis point gain over the prior year.

Signet’s Directors have strong confidence in the leadership that Gina and the Signet Leadership Team are providing. We continue to support the investments the Company is making in its capabilities and growth.

We’ve also continued to strengthen and modernize the Board. This past year marked the realization of a vision that we crafted for Signet’s Board more than a decade ago. With the addition of André Branch and Dontá Wilson in February of 2021, our Board is the most diverse and digitally minded in Company history with expertise and experience drawn from a broad mix of industries and companies.

Signet’s Board includes deep expertise in financial services, real estate, supply chain, brand development, marketing, talent and organization development, private equity, and sustainability. We have also deepened the Board’s expertise in digital technology, eCommerce, and cybersecurity.

The strength of Signet’s Board has become a meaningful competitive advantage, providing both oversight and ongoing counsel to the Company’s executive team. Our Directors are deeply engaged. Being mindful of the Leadership Team’s role to run business operations, we make ourselves available throughout the year as advisors and collaborators, bringing experience from outside the jewelry category to complement the Company’s deep knowledge of jewelry and the retail industry.

This year we further optimized our committee structure to create sharper focus and to fully leverage the expertise of every Director.

 


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For example, in October of 2020 we established a free-standing Finance Committee to provide increased focus on opportunities such as strategic planning related to the outsourcing of our private label credit program and refinancing arrangements. In Fiscal 2022, this new committee was also able to focus its attention on our strategic acquisition activity, including the Diamonds Direct acquisition, and our share repurchase program.

In Fiscal 2022, we expanded the scope of the Nomination & Corporate Governance Committee to include technology leadership in areas such as cybersecurity and data privacy, eCommerce, information technology, digital capabilities, and data analytics and re-chartered it as the Governance & Technology Committee.

We also broadened the scope of the Human Capital Management & Compensation Committee. In Fiscal 2022, the Committee’s responsibilities now formally include more holistic oversight of the practices related to our team members, including the Company’s talent and performance management, succession planning, benefits and well-being strategy, and executive compensation. These responsibilities also include certain aspects of our culture, diversity and inclusion initiatives, and team member experience and engagement programs.

Finally, we expanded the responsibilities of the Corporate Citizenship & Sustainability Committee to include Environmental Responsibility, Social Responsibility, and Governance (“ESG”) leadership as follows: Environmental Responsibility (energy management, climate change, carbon footprint, waste management, responsible sourcing, and greenhouse gas emission levels), Social Responsibility (corporate culture, community impact and philanthropy, human rights, social impact, responsible supply chain management, diversity, equity and inclusion) and Governance (product safety, ethics and integrity).

These changes demonstrate our Board’s focus on continually modernizing itself to incorporate governance best practices across industries while also aligning with Signet’s strategies and the needs of Company leadership.

The Leadership Team is making similar improvements in critical How to Win areas and, as a result, is extending the Company’s jewelry category leadership and building important competitive advantages. We have a growing lead in areas such as digital innovation, financial flexibility, and scale that we are widening with ongoing investment. As Gina has told investors and others, we’re essentially building a consumer-inspired

moat around our business that is continuously widening as results flow through our organization. This is strategic scale at its best.

Consistent with best governance practices, all Board members are elected annually. This year, the Board is asking shareholders to consider the re-election of twelve nominees to serve. The nominees for re-election combine diverse expertise to provide stewardship for shareholders and experienced counsel to the Leadership Team.

In the coming year, the Board will continue to work with leadership to support execution of the Inspiring Brilliance strategy and to further integrate the Company’s Purpose and sustainability efforts into the over-arching growth strategy. The importance of this integration is growing year after year as we are committed to be the category leader, particularly in the critical areas of ESG as noted above.

Our Board believes that Signet has emerged from its transformation efforts as a reliable, digitally driven, share-gaining company. We have made fundamental strategic changes to our operating model that are consistently delivering double-digit operating margins while also generating significant cash that we can use to invest in our business for long-term growth, keep debt at comfortable levels, and return excess cash to shareholders through share repurchases and dividends.

In addition to the accompanying Proxy Statement, we encourage you to review our Annual Report to Shareholders, including Gina’s and my Letters to Shareholders. We also encourage you to review this year’s Corporate Citizenship & Sustainability Report to understand how Signet is leveraging its purpose and its environmental, social and governance responsibilities.

Thank you for your support of our Company. We ask that you carefully consider the information in this Proxy Statement related to the various proposals. The Board is unwavering in its commitment to long-term success for our Company, and we value your input and feedback.

 

LOGO  

Sincerely,

 

 

LOGO

H. Todd Stitzer

Chairman

 

 


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Notice of Annual Meeting of Shareholders

 

 

LOGO      Date & Time                      LOGO   Place 

Friday, June 17, 2022,

11:00 a.m.,

Eastern Time

   

Virtual meeting via live audio webcast at:

www.virtualshareholder meeting.com/SIG2022

 

 

At the Meeting, the following items

of business shall be considered:

 

  1.   Election of twelve members of the Company’s Board of Directors to serve until the next annual meeting of shareholders of the Company or until their respective successors are elected in accordance with the Bye-laws of the Company.

 

  2.  Appointment of KPMG LLP as independent registered public accounting firm of the Company, to hold office from the conclusion of this Meeting until the conclusion of the next annual meeting of shareholders, and authorization of the Audit Committee to determine its compensation.

 

  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).

 

 

 

Notice is hereby given that the 2022 Annual Meeting of Shareholders (“Meeting”) of Signet Jewelers Limited (the “Company” or “Signet”) to be held on Friday, June 17, 2022 at 11:00 am, Eastern Time. The Meeting will be held entirely online via live audio webcast due to the ongoing impacts and uncertainty regarding the coronavirus (COVID-19) pandemic and to support the health and well-being of our Directors, team members, shareholders and other stakeholders.

If you are a Signet shareholder of record, you will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/SIG2022.

Each of the proposals to be presented at the Meeting will be voted upon by a poll. In addition, the Company will consider the transaction of any other business properly brought at the Meeting or any adjournment or postponement thereof.

The Board has fixed the close of business on Friday, April 22, 2022, as the record date for the Meeting. All of the Company’s shareholders of record at the close of business on that date are entitled to notice of, and to participate and vote at, the Meeting and at any adjournment and continuation thereof.

Attendance at the Meeting will be limited to shareholders of record, beneficial owners with evidence of ownership, corporate representatives of shareholders, proxies and guests invited by management who have a 16-digit control number, which shall be on the notice, proxy card or instructions that accompanied the proxy materials.

The Meeting will be conducted pursuant to the Company’s Bye-laws and rules of order prescribed by the Chairman of the Meeting.

By Order of the Board.

 

 

LOGO

Matt Shady

Corporate Secretary

May 5, 2022

 

 

Important notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held on June 17, 2022. 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.proxydocs.com/SIG.

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 ELECTRONICALLY 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 11:59 P.M. EASTERN TIME (4:59 A.M., BRITISH SUMMER TIME) ON JUNE 16, 2022 FOR SHARES HELD DIRECTLY AND BY 11:59 P.M. EASTERN TIME ON JUNE 14, 2022 (4:59 A.M., BRITISH SUMMER TIME) FOR SHARES HELD IN A PLAN OR BY VOTING ELECTRONICALLY AT THE VIRTUAL MEETING.

 


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PROXY STATEMENT SUMMARY      1       
 
SOLICITATION OF PROXIES      7       
 
PROPOSAL 1:        
Election of Directors      8       
 
Director Qualifications and Experience      8       
 
Board Diversity, Independence and Tenure      9       
 
Director Nominees      10       
 
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE      16       
 
Role of the Board      16       
 
Board Leadership Structure and Composition      16       
 
Board Practices and Procedures      18       
 
Board Oversight of Risk      20       
 
Corporate Governance Guidelines and Code of Conduct and Ethics      22       
 
Board Committees      22       
 
Communication with Directors and Director Nominees      25       
 
Transactions with Related Parties      26       
 
DIRECTOR COMPENSATION      27       
 
SUSTAINABILITY AT SIGNET      29       
 
SIGNET’S APPROACH TO HUMAN CAPITAL MANAGEMENT      31       
 
PROPOSAL 2:        
Appointment of Independent Auditor      33       
 
REPORT OF THE AUDIT COMMITTEE      34       
 
OWNERSHIP OF THE COMPANY      35       
 
Shareholders Who Beneficially Own At Least Five Percent of Common Shares      35       
 
Ownership by Directors and Executive Officers      36       

 

 

EXECUTIVE OFFICERS OF THE COMPANY      37  
PROPOSAL 3:   
Approval, on a Non-Binding Advisory Basis, of the Compensation of the Company’s Named Executive Officers      39  
EXECUTIVE COMPENSATION      40  
COMPENSATION DISCUSSION AND ANALYSIS      41  
Introduction      41  
Executive Summary      42  
Our Commitment to Pay for Performance      45  
How Executive Compensation is Determined      46  
Competitive Benchmarking Analysis      47  
Elements of NEO Compensation      48  
Other Policies and Practices      54  
Deductibility of Executive Compensation      55  
COMPENSATION COMMITTEE REPORT      56  
EXECUTIVE COMPENSATION TABLES      57  
Summary Compensation Table      57  
Grants of Plan-Based Awards      58  
Outstanding Equity Awards      59  
Option Exercises and Shares Vested      60  
Non-Qualified Deferred Compensation      60  
NEO AGREEMENTS      61  
TERMINATION PAYMENTS      66  
CEO PAY RATIO      71  
EQUITY COMPENSATION PLAN INFORMATION      72  
SHAREHOLDER Q&A      73  
OTHER BUSINESS      78  
 


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Proxy Statement Summary

2022 Annual Meeting of Shareholders

Highlights of certain information in this Proxy Statement are provided below. As it is only a summary, please refer to the complete Proxy Statement and 2022 Annual Report to Shareholders before you vote.

 

 

LOGO

  

Date & Time

June 17, 2022,

11:00 a.m., Eastern Time

 

  

 

 

 

LOGO

 

 

  

Virtual meeting to be held via

live audio webcast at

www.virtualshareholdermeeting.com/SIG2022

 

LOGO

  

Record Date

April 22, 2022

Date proxy materials are first made

available to Shareholders: May 5, 2022

  

 

 

 

LOGO

 

 

  

Electronic voting prior to the Annual Meeting

www.ProxyVote.com

Voting Matters and Board Recommendations

 

    Proposals   

Board’s

Recommendation

   Page     
  1.     Election of Directors    FOR All Director Nominees    8     
  2.     Appointment of KPMG LLP as independent registered accounting firm of the Company, to hold office from the conclusion of this Meeting until the conclusion of the next annual meeting of shareholders, and authorization of the Audit Committee to determine its compensation.    FOR    33     
  3.     Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers (the “Say-on-Pay” vote)    FOR    39     

 

 

   ELECTION OF DIRECTORS (See page 8)

Chairman

H. Todd Stitzer

 

Director Terms

1 Year

 

Board Meetings in

Fiscal 2022: 8

 

  

LOGO

 

  

of the meetings and those committees on which the Director served

 

   Standing Board Committee Meetings in Fiscal 2022

 

    
                     
8  

Audit
Committee

 

   7   Human Capital
Management &
Compensation
Committee
   4  

Governance &

Technology

Committee

   4   Corporate
Citizenship &
Sustainability
Committee
   9   Finance
Committee
                     

 

SIGNET JEWELERS

  1  

2022 PROXY STATEMENT


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PROXY STATEMENT SUMMARY

 

 

 

 

    

Committees

               

Nominees

 

AC

 

HCMC

 

GT

 

CCS

 

FC

  

Director

Since

 

Independent

 

  Recommended  

Vote

H. Todd Stitzer

                      

2012

 

YES

 

FOR

Virginia C. Drosos

                      

2012

 

NO

 

FOR

André V. Branch

 

                  

2021

 

YES

 

FOR

R. Mark Graf

 

 

         

C

  

2017

 

YES

 

FOR

Zackery A. Hicks

         

 

      

2018

 

YES

 

FOR

Sharon L. McCollam

 

C

     

          

2018

 

YES

 

FOR

Helen McCluskey

 

     

C

     

  

2013

 

YES

 

FOR

Nancy A. Reardon

     

C

     

      

2018

 

YES

 

FOR

Jonathan Seiffer

 

 

         

  

2019

 

YES

 

FOR

Brian Tilzer

         

 

      

2017

 

YES

 

FOR

Eugenia Ulasewicz

     

     

C

      

2013

 

YES

 

FOR

Dontá L. Wilson

                 

  

2021

 

YES

 

FOR

 

AC

  

HCMC

  

GT

  

CCS

  

FC

Audit Committee

  

Human Capital Management & Compensation Committee

  

Governance & Technology Committee

  

Corporate Citizenship & Sustainability Committee

  

Finance Committee

C = Chair

CORPORATE GOVERNANCE (See page 16)

Our corporate governance reflects best practices

 

 
BOARD ACCOUNTABILITY

 

  

  All Directors are elected annually

  The Company has majority voting for Director elections

 
LEADERSHIP STRUCTURE AND SUCCESSION PLANNING

 

  

  The roles of the Chairman and Chief Executive Officer (“CEO”) are separate to provide clear division of responsibilities between leadership of the Board and the principal executive responsible for the Company’s operations

  The Board regularly participates in CEO succession planning and maintains a formal CEO succession plan

  A formal emergency succession plan for the Chairman has been adopted

 
DIRECTOR INDEPENDENCE

 

  

  The Chairman of the Board is independent and approves Board meeting agendas and oversees effective Board operation

  All members of the five standing Board Committees, including Audit, Corporate Citizenship & Sustainability, Human Capital Management & Compensation, Finance, and Governance & Technology are independent Directors

  All Directors are independent with the exception of the CEO

 
BOARD DIVERSITY

 

  

  The Board maintains a Diversity Policy

  Five of the Board nominees are women and four of the standing Board Committees are chaired by women

  Two Board nominees are persons of color

  The Board comprises of Directors ranging in ages from 45 to 70 years

  Two Board nominees identify with the LGBTQ+ community

 
BOARD REFRESHMENT

 

  

  A Director Tenure Policy is in place, with average tenure of Board nominees at approximately 5.4 years

  Eight of our current Directors have been added since the beginning of 2017

 

SIGNET JEWELERS

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2022 PROXY STATEMENT


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PROXY STATEMENT SUMMARY

 

 

 

 
BOARD EVALUATION AND EFFECTIVENESS

 

  

  Annual Board, Committee and Director evaluations are conducted, including periodic external Board evaluations

  A Director skills matrix is reviewed and approved by the Board each year

 
SHAREHOLDER ALIGNMENT

 

  

  Company policy prohibits pledging and hedging of Company shares by Directors and employees

  Executive officer and Director Share Ownership Policies have been adopted

 
DIRECTOR ACCESS AND ENGAGEMENT

 

  

  Executive sessions of independent Directors are held at each regularly scheduled Board meeting

  All Directors continuing in office at the time are required to attend the annual meeting of shareholders, and all Directors then in office attended the 2021 annual meeting of shareholders

  Shareholders have the ability to engage with Directors through the procedures set forth on page 25 of this Proxy Statement

 
CORPORATE CITIZENSHIP

 

  

  The Board oversees corporate citizenship, environmental, social and governance matters, and sustainability through its standalone Corporate Citizenship & Sustainability Committee

  The Company publishes a Corporate Citizenship and Sustainability Report that seeks to align with SASB reporting standards

 
HUMAN CAPITAL MANAGEMENT

 

  

  The Board oversees human capital management through its Human Capital Management & Compensation Committee

 
RISK OVERSIGHT

 

  

  The Board oversees risk management

EXECUTIVE COMPENSATION (See page 40)

Our executive compensation program is designed to attract, motivate, reward and retain talent and align the interests of executives with shareholders by paying for performance

Our compensation philosophy is to provide an attractive, competitive, and market-based total compensation program tied to performance and aligned with our shareholders and long-term growth and value creation. Our executive compensation practices reinforce our goals and expectations to reward the significant contributions that our executives are making and build on the considerable headwind from the exceptional performance over the past fiscal year.

 

SIGNET JEWELERS

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2022 PROXY STATEMENT


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PROXY STATEMENT SUMMARY

 

 

 

Key components of our Fiscal 2022 executive compensation program

The Human Capital Management & Compensation Committee reviews program components, targets and payouts on an annual basis to assess the strength of pay-for-performance alignment. Performance is evaluated against short-term goals that support our long-term business strategy and long-term goals that measure the creation of long-term shareholder value. The 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 under the Short-Term Incentive Plan “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 under the Long-Term Incentive Plan “LTIP”

 Performance-based restricted stock units (PSUs)

 Time-based restricted stock units (RSUs)

   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 stock units (60% of LTIP awards in Fiscal 2022) require achievement of Company financial goals over a two-year performance measurement period and vest one year after the end of the performance measurement period, and time-based restricted stock units (40% of LTIP awards in Fiscal 2022) vest over a three-year period for retention.

 

SIGNET JEWELERS

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2022 PROXY STATEMENT


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PROXY STATEMENT SUMMARY

 

 

 

Executive compensation programs incorporate strong governance features

In designing and administering the Company’s compensation program, the Human Capital Management & Compensation Committee periodically reviews benchmarks and has sought to align the program with best practices and principles, such as:

 

 

 

   WHAT WE DO    

 

 

 

    

 

   

 

  

  Align pay to Company strategy and performance results

   LOGO  
  

  Set rigorous, objective performance goals and tie vesting of performance-based equity awards to service over multiple years

   LOGO

 

 
  

  Oversight of compensation and benefit programs by independent Board of Directors

  

 

LOGO

 
  

 

  Impose and monitor meaningful stock ownership requirements

   LOGO  
  

  Maintain a clawback policy

   LOGO  
  

  Retain independent compensation consultant

   LOGO  
  

  Set maximum payout limits on all variable compensation

   LOGO

 

 
  

  Mitigate undue risk in compensation programs

   LOGO  
  

  Require double-trigger vesting for severance and other benefits and LTIP awards upon change-in-control

   LOGO  
  

  Provide reasonable perquisites

   LOGO  
 

 

   WHAT WE DO NOT DO    

 

 

 

    

 

   

 

  

  No excise tax gross-ups in connection with a change in control

   LOGO  
  

  No dividend equivalents paid on performance share units

   LOGO  
  

  No hedging transactions, short sales or pledging of Company stock

   LOGO  
  

  No resetting of performance targets

   LOGO  
  

  No excessive severance benefits

   LOGO  

 

            

 

 

 

 

 

The Company received strong shareholder support for the executive compensation program in place during the fiscal year ended January 30, 2021 (“Fiscal 2021”), with 98.39% of votes cast approving the advisory Say-on-Pay resolution in June 2021. As in prior years, the Committee considered this input from shareholders as well as input from other stakeholders as part of its annual review of the executive compensation program. Based on the Committee’s assessment of the program, the Committee continued to apply the same principles in determining the amounts and types of executive compensation for Fiscal 2022.

Please see the Compensation Discussion and Analysis (“CDA”) section of this Proxy Statement for a detailed description of executive compensation.

SUSTAINABILITY AND HUMAN CAPITAL MANAGEMENT (See page 29)

In Fiscal 2022, Signet launched its corporate Purpose — Inspiring Love — which informs everything we do. Signet has strengthened its Sustainability programs internally and strengthened our external data reporting capabilities. Our Human Capital Management strategy supports our Sustainability and ESG efforts.

We seek to provide our team members with a compelling benefits package and nurture talent through professional development opportunities that allow our team members to shine. Our team members fully embrace and embody our Purpose, enabling them to drive our mission, which is to Celebrate Life Express Love® with our customers.

 

SIGNET JEWELERS

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2022 PROXY STATEMENT


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PROXY STATEMENT SUMMARY

 

 

 

We continued to enhance and refine our Sustainability program and related initiatives in the last year. Significant milestones and accomplishments include:

 

   

Joined Paradigm for Parity®

to advance leadership equality by increasing the number of women of all races, cultures and backgrounds in leadership positions.

 

 

LOGO

     

The Signet Love Inspires Foundation donated $1 million to the American Red Cross to provide humanitarian aid in response to the Ukraine Crisis.

 

 

LOGO

     

Signet raised $7.6 million for St. Jude Children’s Research Hospital® during our Fiscal 2022 annual campaign, bringing our total to nearly $89 million in support over the past 23 years.

 

 

LOGO

 
              
   

Included in 2022 Bloomberg Gender-Equality Index (GEI). For the fourth consecutive year, Signet is the only specialty jewelry retailer to be recognized on the Bloomberg GEI for policies that support women in the workplace.

 

LOGO

     

Named a Great Place to Work-Certified company for second year. Our commitment to creating an exceptional team member experience is reflected in our team’s strong feedback on the Great Place to Work® Trust Index© Survey.

 

LOGO

      Since 2021 Signet has been committed to the UN Global Compact corporate responsibility initiative and its principles in the areas of human rights, labour, the environment and anti-corruption.  
              
   

Launched 2030 Corporate Sustainability Goals (CSGs) in Fiscal 2022 to effectively integrate sustainability into Signet’s business operations.

     

Signet executives and leaders formed the Climate Action and Sustainability Committee (CASC) to advance Company leadership on climate risk and opportunities as well as address increased demand for ESG data disclosures.

     

Reflecting our commitment to make Signet an employer of choice for the LGBTQ+ community, Signet was rated 85 out of 100 by Human Rights Coalition Corporate Equality Index (CEI).

 

 

SIGNET JEWELERS

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2022 PROXY STATEMENT


Table of Contents
Signet Jewelers Limited    May 5, 2022

Clarendon House

2 Church Street

  
Hamilton HM11, Bermuda   

Solicitation of Proxies

The proxy or proxies accompanying this proxy statement and relating to shares of Class A Common Stock, par value $0.18 per share (the “Common Shares”) and the Series A Convertible Preference Shares, par value $0.01 per share (the “Preferred Shares”), are solicited on behalf of the Board of Directors of Signet Jewelers Limited, a Bermuda corporation, for exercise at the annual meeting of shareholders to be held on Friday, June 17, 2022 at 11:00 a.m., Eastern Time (the “Annual Meeting” or “Meeting”). Due to the impact of the coronavirus (COVID-19) pandemic, and to support the health and well-being of our Directors, team members, shareholders and other stakeholders, the meeting will be held in a virtual meeting format only via live audio webcast at www.virtualshareholdermeeting.com/SIG2022. 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 5, 2022.

Unless otherwise specifically stated or the context otherwise requires, all references in this proxy statement to the “Company,” “Signet,” “we,” “our,” “us” and similar terms refer to Signet Jewelers Limited and its subsidiaries.

 

SIGNET JEWELERS

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2022 PROXY STATEMENT


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Proposal 1: Election of Directors

 

We are asking shareholders to consider twelve 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 Governance & Technology Committee (formerly the Nomination & Corporate Governance Committee). The Director nominees bring a variety of backgrounds, skills and experiences that contribute to a well-rounded and diverse Board to effectively guide our ongoing Inspiring Brilliance strategy and oversee our operations in an evolving retail environment and goal to gain market share in the jewelry industry.

Director Qualifications and Experience

Our Governance & Technology Committee performs an annual assessment of the skills and the experience needed to maintain a well-rounded, diverse and effective Board and summarizes such assessment in a tabular matrix. In 2021, the Committee revised the list of qualifications and experience to better align with the current needs of the Company. The Committee uses the matrix to assess the composition of the Board and to identify desired qualifications and experience for potential candidates. The following matrix provides a summary of the criteria used for each qualification and experience trait measured, as well as the total number of Director nominees that demonstrate the specific skills, knowledge and experience traits. Individuals may possess other valuable skills, knowledge and experience even though they are not included in the matrix below:

 

 

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ELECTION OF DIRECTORS

 

 

 

Board Diversity, Independence and Tenure

The Company’s Corporate Governance Guidelines and NYSE listing standards require that independent Directors constitute a majority of the Board. All Directors, other than Ms. Drosos, our CEO, have been affirmatively determined by the Board to be independent in accordance with all applicable standards.

In addition to the skills and qualifications listed above under “Director Qualifications and Experience”, diversity is one of the key attributes the Governance & Technology Committee considers in identifying potential candidates for the Board, including diversity in terms of business experience, functional skills, age, gender, ethnicity and other qualities. Considering diversity for the candidates on our Board is consistent with the goal of creating a Board that best serves the needs of our Company and the interests of our shareholders and customers.

We believe that diversity with respect to tenure is also important in order to provide new perspectives, match the evolving needs of the business, and deep experience and knowledge of the Company. Therefore, we aim to maintain an appropriate balance of tenure across our Board. In furtherance of the Board’s active role in Board succession planning and refreshment, the Board has appointed eight new Directors since the beginning of 2017.

 

 

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The following charts summarize the independence, tenure, age and self-identified gender and ethnic diversity of our Director nominees

 

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12

 

BOARD

MEMBERS

 

 

45-70 Years

AGE RANGE

 

5.42 Years

AVERAGE TENURE

 

80%

of Standing Board Committees
are chaired by women

 

 

 

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ELECTION OF DIRECTORS

 

 

 

DIRECTOR NOMINEES

 

LOGO

 

 

 

Principal Occupation and Experience

Todd Stitzer has been Chairman of the Board of Signet since June 2012. Mr. Stitzer is also a member of the board of directors of Massachusetts Mutual Life Insurance Company, a privately held mutual life insurance company, where he served as Lead Director from 2018 to 2020 and Chairman of the Audit Committee from 2015 to 2018. Previously, Mr. Stitzer was, until its acquisition by Kraft, Inc. in 2010, the Chief Executive Officer of Cadbury plc (previously Cadbury Schweppes plc). He joined Cadbury in 1983 as Assistant General Counsel for North America, later moving into strategic planning, marketing and sales roles and becoming CEO of Cadbury plc’s wholly-owned subsidiary, Dr Pepper/7 Up in 1997. Mr. Stitzer served on the board of directors of Diageo plc from 2004 through 2013, on the advisory committee to the board of Virgin Group Holdings from 2010 through 2014 and on the advisory board of Hamlin Capital Management LLC, a privately held investment advisory firm from 2010 to 2019. Mr. Stitzer attended Springfield College, holds a bachelor’s degree from Harvard University and a J.D. from Columbia Law School.

 

Director Qualifications and Key Skills and Attributes

Mr. Stitzer has extensive global experience in senior legal, marketing, sales, strategy development and leadership roles. His executive leadership, strategic transformation experience, legal and commercial and brand-building expertise make him well suited to serve as the Chairman of our Board.

 

 

   H. TODD STITZER

   CHAIRMAN OF
   THE BOARD,
   INDEPENDENT

                               

 

 

    Age: 70

 

    Director Since:

    January 2012

 

    Gender: Male

 

 

 

 

Private Directorship

Massachusetts Mutual

Life Insurance Company

 

 

 

Former Directorship

Diageo plc

   

 

 

 

LOGO

 

 

 

Principal Occupation and Experience

Virginia “Gina” C. Drosos was appointed Chief Executive Officer of the Company on August 1, 2017. Prior to joining Signet, Ms. Drosos served as President and CEO and a director of Assurex Health from 2013 to 2017, an innovative personalized medicine company which she and her team grew multi-fold, executed the strategic sale of the company to Myriad Genetics, Inc., and were awarded Ohio’s most successful Exit of the Year. Previously, she served in roles of increasing responsibility during her 25-year career at the Procter & Gamble Company until September 2012, including serving as Group President, where she had global responsibility of the company’s fast-growing Beauty business unit and directed its strategy, operations, financials, brand portfolio, and long-term business development. Since February 2022, Ms. Drosos has served on the board of directors of Foot Locker, Inc., a publicly traded global retailer of footwear and apparel. She previously served on the board of directors of American Financial Group Inc., a publicly traded insurance holding company, from 2013 to December 2021. Ms. Drosos serves as a director of Akron Children’s Hospital, a pediatric acute care hospital in Northeast Ohio, since April 2019. Ms. Drosos holds a BBA from the University of Georgia and an MBA from the Wharton School of the University of Pennsylvania.

 

Director Qualifications and Key Skills and Attributes

With her broad background in strategic, business and financial planning and operations, Ms. Drosos brings valuable skills and insights to the Company including proven expertise in strategy, branding, marketing, digital commerce, and global operations. Ms. Drosos brings more than 30 years’ executive leadership experience in the retail, consumer goods, and healthcare industries, including extensive business expansions into new product lines, retail channels, and geographies. Ms. Drosos is a visionary and transformative leader with an entrepreneurial mindset and proven track record of growing and scaling global businesses through bold strategies, product and experience innovation, and heightened employee engagement.

 

 

    VIRGINIA C.
    DROSOS

    CHIEF EXECUTIVE
    OFFICER

                               

 

 

    Age: 59

 

    Director Since:
    
July 2012

 

    Gender: Female

 

 

 

Public Directorship

Foot Locker, Inc.

 

 

Former Directorships

American Financial Group, Inc.

Assurex Health

   

 

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ELECTION OF DIRECTORS

 

 

 

 

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Principal Occupation and Experience

André Branch has served as Senior Vice President and General Manager of MAC Cosmetics North America at Estée Lauder Companies, a publicly traded multinational cosmetics company, since March 2020. In his current role, he oversees the entire operations of MAC Cosmetics across all channels including free standing stores, department stores, specialty-multi, pure play, and eCommerce. His responsibilities include, but are not limited to strategy development and execution, supply chain management, marketing, innovation, commercial management, customer experience design, data analytics and management, consumer research, and talent pipeline development. Prior to joining Estée Lauder, he served in various roles at L’Oréal USA, a wholly-owned subsidiary of L’Oréal S.A., a publicly traded multinational cosmetics company. He was Senior Vice President, E-Commerce and Digital Operations from 2018 to 2020, where he ran digital and eCommerce operations for L’Oréal’s USA operations, and National Account Sales Vice President at Macy’s for Lancôme from 2014 to 2015. Between his stints at L’Oréal, he served as President, E-Commerce Division at The Nature’s Bounty Company, a privately held vitamins and nutritional supplements manufacturer, from 2016 to 2017 and CMO, Consumer Packaged Goods Division at The Nature’s Bounty Company from 2015 to 2016. He is a seasoned General Manager and brand builder having worked at various Consumer Packaged Goods companies, including Diageo and Kraft Foods. Mr. Branch holds an MBA from the University of Michigan and a bachelor’s degree in economics from the University of Maryland.

 

Director Qualifications and Key Skills and Attributes

As a general management and marketing executive with over 25 years of experience at some of the world’s leading consumer packaged goods companies, Mr. Branch brings to our Board contemporary omnichannel experience, a strong marketing core and passion for building and reinventing luxury brands.

 

 

    ANDRÉ V.
    BRANCH

    INDEPENDENT
    DIRECTOR

                               

 

 

    Age: 50

 

    Director Since:
    February 2021

 

    Gender: Male

 

 

 

Committees

Audit

 

     

 

 

 

LOGO

 

 

 

Principal Occupation and Experience

Mark Graf served as Chief Financial Officer of Discover Financial Services, a publicly traded financial services company, from April 2011 to September 2019, including service as the company’s Chief Accounting Officer from April 2011 to December 2012. Prior to joining Discover, he served as an Investment Advisor at Aquiline Capital Partners from 2008 to 2010 and a Partner at Barrett Ellman Stoddard Capital Partners from 2006 to 2008. Mr. Graf also served in various roles at Fifth Third Bancorp from 2001 to 2006 and AmSouth Bancorporation from 1994 to 2001. Mr. Graf currently serves on the board of directors of Harmony Biosciences Holdings, Inc., a publicly traded commercial-stage pharmaceutical company, since November 2020. He also serves on the board of directors of Castle Creek Biosciences, Inc., a privately held clinical-stage cell and gene therapy company, since 2021. He previously served on the board of directors of BNC Bancorp, formerly a publicly traded bank holding company, from 2010 to 2011. Mr. Graf holds a bachelor’s degree in Economics from the Wharton School.

 

Director Qualifications and Key Skills and Attributes

Mr. Graf has nearly 20 years of experience in C-Suite leadership roles in major public financial firms, as well as experience as an investor. His extensive capital analysis, consumer credit and financial management expertise, as well as his risk management and real estate skills bring valuable experience and insight to the Board.

 

 

    R. MARK GRAF

    INDEPENDENT
    DIRECTOR

                               

 

 

    Age: 57

 

    Director Since:

    July 2017

 

    Gender: Male

 

 

 

Committees

Finance (Chair)

Audit

Human Capital Management & Compensation

 

 

Public Directorship

Harmony Biosciences Holdings, Inc.

 

Private Directorship

Castle Creek Biosciences, Inc.

 

   

Former Directorship

BNC Bancorp

 

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ELECTION OF DIRECTORS

 

 

 

 

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Principal Occupation and Experience

Zackery Hicks serves as Executive Vice President and Chief Digital Officer of Toyota Motors North America, Inc., a subsidiary of Toyota Motor Corporation, a multinational automotive manufacturer, since April 2018, and has held roles of increasing responsibility with Toyota since 1996. In his role as Chief Digital Officer, Mr. Hicks leads Toyota’s Digital Transformation and Mobility efforts which includes the strategy, development and operations of all systems and technology for the company’s North American operations and its connected car ecosystem. He is also the CEO and President of Toyota Connected North America which is driving the transformation of Toyota from an automobile company to a mobility company through the use of connected intelligence services. Mr. Hicks earned a bachelor’s degree in business management from Pepperdine University and an MBA from the University of California at Irvine.

 

Director Qualifications and Key Skills and Attributes

Mr. Hicks has successfully delivered large-scale innovation and efficiency across business operations through advanced technology and data science. He also brings diversity of industry experience and a start-up mindset to complement Signet’s Board..

 

 

    ZACKERY A.
    HICKS

    INDEPENDENT
    
DIRECTOR

                               

 

 

    Age: 58

 

    Director Since:
    October 2018

 

    Gender: Male

 

 

 

Committees

Governance & Technology

Corporate Citizenship & Sustainability

 

  

Private Directorships

Toyota Connected NA

Toyota Connected EU

 

   

 

 

 

LOGO

 

 

 

Principal Occupation and Experience

Helen McCluskey served as President and Chief Executive Officer and a member of the board of directors of The Warnaco Group, Inc. from 2012 until its 2013 acquisition by PVH Corporation, when she retired and became an independent director of PVH until 2014. She joined Warnaco as Group President, Intimate Apparel in 2004, and her responsibilities continued to increase, becoming Chief Operating Officer in 2010 before becoming President and Chief Executive Officer. Prior to joining Warnaco, Ms. McCluskey held various positions of increasing responsibility with Liz Claiborne Inc. from 2001 to 2004, Playtex Apparel, Inc from 1983 to 2001 (which was acquired by Sara Lee Corporation in 1991) and Firestone Tire & Rubber Company from 1977 to1983. Ms. McCluskey currently serves on the board of directors of Abercrombie & Fitch Co., a publicly traded clothing retailer, since February 2019. She previously served on the board of directors of Dean Foods Company, a publicly traded food and beverage company, from November 2015 to May 2020, and Avon Products Inc., a publicly traded international social selling beauty company, from July 2014 to January 2020.

 

Director Qualifications and Key Skills and Attributes

With Ms. McCluskey’s broad background in strategy, business planning, operations, branding, merchandising and marketing, she brings valuable skills and insight to the Company. Her leadership experience at a publicly traded company provides valuable corporate leadership and management insight to our Board.

 

 

    HELEN
    MCCLUSKEY

    INDEPENDENT
    
DIRECTOR

                               

 

 

    Age: 67

 

    Director Since:
    
August 2013

 

    Gender: Female

 

 

 

Committees

Governance & Technology (Chair)

Audit

Finance

 

 

Public Directorship

Abercrombie & Fitch Co.

 

 

Former Directorships

Avon Products, Inc.

Dean Foods Company

 

 

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ELECTION OF DIRECTORS

 

 

 

 

LOGO

 

 

 

Principal Occupation and Experience

Sharon McCollam serves as President and Chief Financial Officer of Albertsons Companies, Inc., a food and drug retailer, since September 2021. Prior to Albertsons, she served as the Chief Financial Officer and Chief Administrative Officer of Best Buy Co., Inc., a multinational consumer electronics retailer, from December 2012 until June 2016 and remained a senior advisor through January 2017. Prior to Best Buy, Ms. McCollam served in roles of increasing responsibility at Williams-Sonoma Inc. from 2000 to 2012, including Executive Vice President, Chief Operating and Chief Financial Officer. She is currently a member of the board of directors for Stitch Fix, Inc., a publicly traded online personal styling service and retailer, since November 2016. She previously served on the board of directors for Advance Auto Parts, Inc., an automotive parts provider, from February 2019 to August 2021, Chewy, Inc., an online retailer of pet products, from June 2019 to September 2021, and Whole Foods Market, a publicly traded grocery company, from May 2017 until its acquisition by Amazon in August 2017. She also serves on the board of privately held GetYourGuide AG, an online travel agency and marketplace, since October 2019. She holds a B.S. in Accounting from the University of Central Oklahoma and is a Certified Public Accountant.

 

Director Qualifications and Key Skills and Attributes

Ms. McCollam has significant experience with major public companies in C-suite positions and has been recognized as the co-pilot of a foremost OmniChannel turnaround in the retail sector while at Best Buy. She brings significant expertise in retail, finance, supply chain management, technology, customer care, real estate, enterprise shared services and store development to our Board.

 

 

    SHARON L.
    MCCOLLAM

    INDEPENDENT
    DIRECTOR

                               

 

    Age: 59

 

    Director Since:
    
March 2018

 

    Gender: Female

 

Committees

Audit (Chair)

Governance & Technology

 

 

Public Directorship

Stitch Fix, Inc.

 

Private Directorship

GetYourGuide AG

 

Former Directorships

Advance Auto Parts, Inc.

Chewy, Inc.

Whole Foods Market

 

 

 

LOGO

 

 

 

Principal Occupation and Experience

Nancy Reardon served as Senior Vice President and Chief Human Resources & 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. She previously served on the board of directors of The Warnaco Group, Inc., formerly a publicly-traded apparel company, from 2004 to 2013. 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 recognized as a leading human resources and communications executive, has significant public company experience, and has played key roles shaping strategic and operating plans, as well as helping transform corporate culture.

 

 

    NANCY A.
    REARDON

    INDEPENDENT
    DIRECTOR

                               

 

 

    Age: 69

 

    Director Since:
    March 2018

 

    Gender: Female

 

Committees

Human Capital Management & Compensation (Chair)

Corporate Citizenship & Sustainability

 

  

Public Directorship

Big Lots, Inc.

 

Former Directorship

The Warnaco Group, Inc.

 

 

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ELECTION OF DIRECTORS

 

 

 

 

LOGO

 

 

 

Principal Occupation and Experience

Jonathan Seiffer currently serves as a Senior Partner with Leonard Green & Partners, L.P. (“Leonard Green”), a private equity firm which is one of Signet’s significant shareholders, which he joined in 1994. Before joining Leonard Green, he worked in corporate finance at Donaldson, Lufkin & Jenrette, a US investment bank. Mr. Seiffer currently serves on the board of directors of AerSale Corporation, a publicly traded aftermarket provider of aviation products and services, since January 2010. Previously, he served on the board of directors of BJ’s Wholesale Club, a publicly traded warehouse club operator, from 2011 to June 2020, and Whole Foods Market, Inc., a then-publicly traded grocery company, from December 2008 until August 2017. He also serves on the board of directors of Authentic Brands Group, a privately-held brand development, marketing and entertainment company, since 2010. Mr. Seiffer earned a Bachelor of Applied Sciences in Systems Engineering and a B.S. in Economics from the University of Pennsylvania. Mr. Seiffer was nominated for service as a Director by Leonard Green (as described under “Director Qualifications and Experience” below).

 

 

 

Director Qualifications and Key Skills and Attributes

Mr. Seiffer brings knowledge and experience in finance, and broad-based experience in the leadership of retail businesses and companies undergoing transformations. He also offers the Board a valuable investor perspective and insight from the world of private equity, by virtue of his service as a Senior Partner of Leonard Green, a significant shareholder of the Company.

 

    JONATHAN
    SEIFFER

    INDEPENDENT
    DIRECTOR

                               

 

 

    Age: 50

 

    Director Since:
    June 2019

 

    Gender: Male

 

 

Committees

Audit

Human Capital Management & Compensation

Finance

 

 

Public Directorship

AerSale Corporation

 

Private Directorship

Authentic Brands Group

 

Former Directorships

BJ’s Wholesale Club Holdings, Inc.

Whole Foods Market, Inc.

 

 

 

LOGO

 

 

 

Principal Occupation and Experience

Brian Tilzer has served as Chief Digital and Technology Officer at Best Buy, a multinational consumer electronics retailer, since May 2018. Previously, he was Chief Digital Officer at CVS Health Corporation, a publicly traded healthcare and retail pharmacy company, from 2013 until 2018, where he scaled an enterprise-wide digital program to over 50 million active users. Prior to CVS Health, Mr. Tilzer was the Senior Vice President of Global eCommerce at Staples, where he developed and led several multi-channel digital innovation strategies. Mr. Tilzer holds a bachelor’s degree from Tufts University and an MBA from the Wharton School.

 

 

Director Qualifications and Key Skills and Attributes

Mr. Tilzer has more than 25 years of experience in information technology, strategic business development, digital transformation, planning and analysis and operations with a deep concentration in corporate, OmniChannel and eCommerce strategy.

 

    BRIAN TILZER

    INDEPENDENT
    DIRECTOR

                               

 

 

    Age: 51

 

    Director Since:
    February 2017

 

    Gender: Male

 

 

Committees

Governance & Technology

Corporate Citizenship & Sustainability

 

 

     

 

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Principal Occupation and Experience

Eugenia Ulasewicz served as the President of Burberry Group plc’s American division, responsible for the US, Canada, Latin America, Central and South America, until her retirement in March 2013. Ms. Ulasewicz joined Burberry in 1998 and became a member of its executive committee in 2006. Prior to joining Burberry, she held positions of increasing responsibility with Saks, Inc. from 1993 to 1998, Galeries Lafayette from 1991 to 1993 and Bloomingdales, a division of Macy’s, Inc. (formerly Federated Department Stores, Inc.) from 1975 to 1991. She currently serves on the board of directors of three additional publicly traded companies, including Vince Holding Corp., a global luxury apparel and accessories company, since April 2014, and ASOS pic, a global online fashion retailer, since April 16, 2020, and Dufry Group, a global travel retailer, since May 2021. Previously, she served as a director of Bunzl plc, an international distribution company, from April 2011 to April 2020 and Hudson Group, a travel retailer, from Feb 2018 through December 2020 when it merged with its majority shareholder Dufry Group. She is a Board Leadership Fellow of the National Association of Corporate Directors. Ms. Ulasewicz holds a B.S. from the University of Massachusetts and a Doctor of Laws from the College of Mount Saint Vincent.

 

Director Qualifications and Key Skills and Attributes

Ms. Ulasewicz’s extensive experience serving on the boards of global public companies and her expertise in retail, branding, marketing, OmniChannel, global operations and general management provides valuable skills and insights to the Company.

 

 

   EUGENIA
   ULASEWICZ

   INDEPENDENT
   DIRECTOR

                               

 

    Age: 68

 

    Director Since:
    
September 2013

 

    Gender: Female

 

Committees

Corporate Citizenship & Sustainability (Chair)

Human Capital Management & Compensation

 

  

Public Directorships

Vince Holding Corp.

ASOS plc

Dufry Group

 

Former Directorships

Bunzl plc

Hudson Ltd.

 

 

 

 

LOGO

 

 

 

Principal Occupation and Experience

Dontá Wilson has served as Chief Retail and Small Business Banking Officer at Truist Financial Corporation (formerly, BB&T), a publicly traded financial services company, since March 2022. He previously served as Chief Digital and Client Experience Officer from 2018 to 2022 and was named Chief Client Experience Officer in 2016. In his current role, he leads more than 21,000 teammates in the retail, small business and premier segments at Truist, is responsible for more than 2,100 community banking branches; 3,200 ATMs; twelve contact centers; and oversees deposit and loan products, including mortgage and credit approval. He also leads marketing, client analytics, client experience strategy and digital banking, which includes digital sales, transformation, innovation, and strategy. He also serves as an executive sponsor of Truist Financial Corporation’s diversity, equity and inclusion initiative, and he co-chairs its culture council. He joined BB&T in 1995 and has held various positions of increasing responsibilities. Prior to becoming Chief Client Experience Officer, he served as the Group/State President, BB&T of Georgia from 2014 to 2016 and President, BB&T of Alabama from 2009 to 2014. Mr. Wilson received an MBA from the University of Maryland and a bachelor’s in business administration from the University of North Carolina at Charlotte.

 

Director Qualifications and Key Skills and Attributes

With his proven track record of positively impacting growth, digital transformation, brand equity and culture across organizations, and focus on delivering a distinctive client experience as a tech-savvy and strategic thinking executive, Mr. Wilson brings a unique and valuable perspective to the Board and Company.     

 

 

   DONTÁ L. WILSON

   INDEPENDENT
   DIRECTOR

                               

 

   Age: 45

 

   Director Since:
   February 2021

 

   Gender: Male

 

Committees

Finance

 

     

 

  LOGO    

 

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 good corporate governance, ethics, sustainability and other matters.

BOARD LEADERSHIP STRUCTURE AND COMPOSITION

Separate and Independent Chairman

The Company has a Chairman of the Board separate from its CEO whom the Board has determined to be independent under NYSE Listing Standards. The Board considers a clear division of responsibilities between the Director responsible for leadership of the Board and the principal executive responsible for the Company’s day-to-day operations important to the Board’s effectiveness and efficiency. The Board has therefore determined that separating the roles of Chairman and CEO is in the best interests of the Company and its shareholders at the present time and established the following division of responsibilities between the Chairman and the CEO:

 

 

  THE CHAIRMAN IS RESPONSIBLE FOR:           THE CEO 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.

 

 

  

  Providing the executive leadership of the business;

 

  Developing and presenting to the Board the Company’s strategy, medium-term plans and annual budgets, and within this framework, the performance of the business;

 

  Complying with legal and corporate governance requirements, together with the social, ethical and environmental principles of Signet; and

 

  Making recommendations on the appointment and compensation of executive officers, management development and succession planning.

Independent Directors Constitute a Majority of the Board

The Board currently includes one executive Director and eleven independent Directors, including the Chairman. The Board has affirmatively determined that each of the following Directors currently serving on the Board is “independent” under all applicable NYSE standards: H. Todd Stitzer, André V. Branch, R. Mark Graf, Zackery A. Hicks, Helen McCluskey, Sharon L. McCollam, Nancy A. Reardon, Jonathan Seiffer, Brian Tilzer, Eugenia Ulasewicz and Dontá L. Wilson. In determining “independence” the Board considers any commercial, consulting, legal, accounting, charitable or any other business or non-business relationships that a Director or his or her immediate family may have with the Company. No such relationship exists for any of the independent Directors. In making its determination with respect to the independence of Mr. Seiffer, the Board considered certain advisory services provided by personnel of Leonard Green for no fee in connection with the acquisition of Diamonds Direct during Fiscal 2022.

 

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

 

 

 

Board Membership Selection

The identification, screening and selection of qualified directors with diverse skills and viewpoints is a key element of the success and effectiveness of our Board. The Governance & Technology Committee considers the composition of our Board, evaluates prospective nominees and recommends candidates for full Board approval. The Board’s evaluation is focused on the business and strategic needs of the Company and the desired composition of the Board. Eight of our current Directors have been added to the Board since Fiscal 2018, seven of whom were added through the process noted below and one of whom was nominated by Leonard Green under the nomination right described below.

 

 

LOGO

Board Nomination Right of Leonard Green

Pursuant to a shareholder agreement by and between the Company and affiliates of Leonard Green, one of the Company’s significant shareholders, Leonard Green has a right to designate one individual to be nominated by the Board for election as a Director. On August 24, 2016, the Company entered into an investment agreement and the shareholders’ agreement (the “LGP Agreements”) with Green Equity Investors VI, L.P. and Green Equity Investors Side VI, L.P. (the “Investors”), both affiliates of Leonard Green, relating to the issuance and sale to the Investors of the outstanding Preferred Shares. The terms of the Preferred Shares provide that the holders of the Preferred Shares, voting separately as a class, have the right to elect one member of the Board. Pursuant to the LGP Agreements, Leonard Green also has the right to appoint one non-voting observer to attend all Board meetings. Mr. Seiffer was designated as a Director nominee for election at the Annual Meeting in accordance with the LGP Agreements, and will be elected by the affirmative vote of the Preferred Shares, and Mr. Jeff Suer has been appointed as the non-voting observer.

Board Diversity Policy

The Board Diversity Policy provides that in reviewing and assessing Board composition, the Governance & Technology Committee will consider diversity of business and industry experience, functional skills, gender, ethnicity, age and other qualities in order to maintain an appropriate range and balance of skills, experience and

 

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

 

 

 

background on the Board. The Board and Governance & Technology Committee are committed to including qualified, diverse candidates in prospective director candidate pools. The Board Diversity Policy is available on request from the Corporate Secretary and at www.signetjewelers.com/investors/corporate-governance. Consistent with the Company’s diversity and inclusion efforts and the Board Diversity Policy, upon the recommendation of the Governance & Technology Committee, the Board appointed of two ethnically diverse individuals, André V. Branch and Dontá L. Wilson, to our Board in February 2021.

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 PRACTICES AND PROCEDURES

Director Attendance at the Annual Meeting of Shareholders

All Directors are required to attend the annual meeting of shareholders. The Board schedules a Board meeting on the date of the annual meeting of shareholders to facilitate attendance at the annual meeting of shareholders by Directors. All Directors who were serving at the time attended the annual meeting of shareholders held in June 2021.

Meetings and Attendance During Fiscal 2022

In Fiscal 2022, the Board met eight times (including meetings by video conference). On average, the incumbent Directors attended over 96% of the aggregate number of meetings of the Board and those Board Committees on which they served during Fiscal 2022 and no single incumbent Director attended less than 83% of the meetings of the Board and Board Committee on which they served during Fiscal 2022.

Executive Sessions of Independent Directors

Independent Directors meet regularly in executive sessions without management participation. The Chairman presides at those meetings.

Board and Committee Self-Evaluation

Led by the Chair of our Governance & Technology Committee, the Board conducts a comprehensive evaluation of the effectiveness of the Board, its Committees and individual Directors on an annual basis.

This process is designed to solicit the following feedback from each Director:

 

 

matters that the Directors believe should receive more attention during Board meetings;

 

 

how the Board’s composition, leadership, meeting and information processes and interactions as a Board and with management influence its effectiveness;

 

 

the Directors’ roles and responsibilities; and

 

 

future development needs of the Board and the Directors.

Feedback from this evaluation is utilized to facilitate and inform Board refreshment, refine the functionality and processes of Board operations, and gain Board member perspectives on whether the Directors’ skills are matched to the Company’s strategies, business needs, and risk profile.

 

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The Governance & Technology Committee Chair oversees the self-evaluation process, which includes the development and approval of the evaluation design by the Governance & Technology Committee, its administration through interviews by management or a third party, analysis and summarization of the results and a report to the full Board on an anonymous basis. In Fiscal 2022, the Board engaged outside counsel to facilitate its annual Board evaluation process, which is more fully illustrated below:

 

    BOARD SELF-EVALUATION PROCESS      

 

   

 

DISCUSSION

OUTLINE

  The self-evaluation is facilitated through a discussion outline developed by the Governance & Technology Committee and outside counsel. The discussion outline includes a series of topics and questions designed to solicit constructive feedback to be used in improving Board, Committee and individual Director effectiveness.

 

CONFIDENTIAL

INTERVIEWS

  Members of our Board participate in the evaluation discussion individually through an interview by outside counsel, responding to questions based on the discussion outline, with follow-up questions depending upon the responses provided.

ANALYSIS OF

FEEDBACK

  Director feedback solicited from the interviews is analyzed for any trends, including areas of strength or areas for improvement. Outside counsel presents key findings on an anonymous basis to the Governance & Technology Committee, the full Board and management.

 

RESPOND TO

INPUT

  The Board and the Committees discuss the results of the evaluation and, in response to the feedback, determine whether to implement any of the recommendations or suggestions as appropriate to improve processes and procedures to further improve the effectiveness of the Board and Committees. The Board and Committees work with management to take any appropriate actions to implement these changes.

Board Continuing Education

All Directors are encouraged to attend educational programs related to the fulfillment of their duties as members of our Board and Board Committees, including programs sponsored by universities, governance associations, our independent auditors, or other organizations. The Company reimburses Directors for any reasonable expenses in connection with such programs. On a quarterly basis, Directors are provided with a list of educational opportunities and events covering issues and trends that are relevant to their service on the Board or Board Committees.

In addition, Directors receive regular communications regarding press coverage, current events relating to our business and inspiring stories related to our customers or team members, and investor relations updates regarding analyst and rating agency reports and updates, as well as feedback from our shareholders.

 

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BOARD OVERSIGHT OF RISK

One of the Board’s most important roles involves risk oversight. While senior management has primary responsibility for managing day to day risks, the Board has responsibility for risk oversight with specific risk areas delegated to its Committees whose deliberations are reported to the full Board. Our risk oversight process, including key risk focus areas for the Board and each of its Committees is summarized below.

 

 

LOGO

 

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Enterprise Risk Management

The General Counsel coordinates the collection of risk management information and is responsible for assessing the Company’s day-to-day risk management processes and, in coordination with the Company’s Chief Audit Executive, internal controls, and seeks to ensure such processes satisfy the applicable standards at both business function and corporate levels. The General Counsel chairs Signet’s Risk Committee, which operates under a Board approved written charter, is comprised of key functional and banner leaders throughout the Company, and meets quarterly to review Signet’s risk management processes, emerging issues, new regulations, and principal risks. These findings are reported periodically to the Board and Audit Committee.

In addition, the Board, its Committees and individual Board members have full access to management to further discuss any risks impacting the Company or internal controls.

Board Oversight Regarding the Impact of COVID-19

When the COVID-19 pandemic reached the UK, North America and our other international locations, with the support of the Board, management’s strategic priorities quickly shifted to, among other matters, (1) protect the health and safety of our team members and customers, (2) ensure adequate liquidity of the business, (3) mitigate and monitor a wide array of potential risks stemming from or exacerbated by the pandemic; (4) pivot focus and investments to accelerate our digital, eCommerce, flexible fulfillment and distribution capabilities, and (5) implement a remote working model for Signet team members.

Since the onset of the COVID-19 pandemic, the Board and its Committees have devoted significant time and attention to its oversight of risks associated with the pandemic and management’s strategic handling of such risks, including but not limited to risks associated with the health and safety of our team members and customers, a prolonged economic downturn, inflation, onset of COVID-19 variants, business and supply chain disruptions, shifts in consumer spending and the pace of recovery. This oversight included frequent updates from management between and at Board and Board Committee meetings. Upon the onset of the pandemic, management quickly activated its Global Incident Response Team to monitor, discuss and address critical business needs throughout the organization and provided periodic reports to the Board to assist with their risk oversight of the pandemic impacts.

Compensation Policies and Risk Taking

The Human Capital Management & Compensation Committee has evaluated the Company’s policies and practices of compensating team members and has determined that they are not reasonably likely to have a material adverse effect on the Company. The Human Capital Management & Compensation Committee has reached this conclusion based in part on a review conducted by its independent compensation consultant that analyzed the Company’s compensation policies and practices for all team members, including executive officers. The Human Capital Management & Compensation Committee noted several aspects of the compensation programs that reduce the likelihood of excessive risk-taking:

 

 

Compensation for the executive officers is a mix of fixed and variable awards, with share-based compensation that vests in accordance with both time- and performance-based criteria;

 

 

The executive officer annual short-term and multi-year long-term incentive programs are both based on performance targets the Human Capital Management & Compensation Committee believes are closely tied to the creation of long-term shareholder value. These performance targets for executive officers are reviewed and approved by the Committee and set in advance, with above-target payouts reviewed to ensure a reasonable sharing of value created between management and shareholders. Performance achievement under the incentive plans is determined on the basis of the Company’s financial results, which are audited by the Company’s independent registered public accounting firm before annual short-term incentive plan payments are made. See the Compensation Discussion and Analysis (“CDA”) of this Proxy Statement for more information on the performance metrics used for the Fiscal 2022 short-term and long-term incentive programs;

 

 

Equity compensation is provided through annual grants under the long-term incentive plan that is a combination of annually granted time-based restricted shares or restricted stock units that generally vest ratably over three years and performance-based restricted stock units that vest over three-year overlapping vesting periods. This approach addresses longer “tail” risks as participants remain subject to performance achievement risks associated with their ongoing and overlapping vesting cycles. In Fiscal 2022, given the difficulty of setting appropriate performance targets in light of the uncertainty caused by the pandemic, the Human Capital Management & Compensation Committee approved a two-year performance measurement period with a three-year service vesting requirement for the performance-based restricted stock units;

 

 

Long-term incentives are awarded in the form of whole share awards (instead of options), driving long-term share value creation, rather than potentially rewarding share price volatility;

 

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The Company seeks to maintain conservative equity utilization, considering factors such as the unusual market conditions driven by the pandemic, under share-based incentive plans;

 

 

The CEO and other executive officers, including all NEOs, are subject to share ownership requirements;

 

 

The Company prohibits hedging, pledging or speculation of Company shares by team members and Directors;

 

 

The Company has a Clawback Policy that applies to all team members who receive incentive awards and to all short- and long-term incentives in the event of an overpayment. Certain repayment obligations may be triggered if there is a material restatement of the financial statements. Similarly, in the interest of fairness, should a restatement result in an underpayment of incentive compensation, the Company will make up any difference. A participant’s incentive compensation may also be recouped for material violations of the Company’s Code of Conduct or Code of Ethics for senior officers or for other conduct deemed detrimental to the business or reputation of the Company; and

 

 

The Human Capital Management & Compensation Committee is comprised entirely of independent Directors and has engaged an independent consultant to review the risks associated with its compensation programs. It reviews the payouts under the short- and long-term incentive programs, and it regularly benchmarks executive compensation against a carefully constructed and regularly reviewed peer group.

CORPORATE GOVERNANCE GUIDELINES AND CODE OF CONDUCT AND ETHICS

 

The Company strives to:

 

             

    

 

  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 other team members. In addition, the Company has a policy on business integrity, as well as more detailed guidance and regulations as part of its staff orientation, training and operational procedures. These policies include the Code of Conduct, which is applicable to all Directors, officers and other team members as required by NYSE listing rules, and the Code of Ethics for Senior Officers, which applies to the Chairman, CEO, Directors and other senior officers. Copies of the Corporate Governance Guidelines and these codes are available on request from the Corporate Secretary and at www.signetjewelers.com/investors/corporate-governance.

The Company intends to satisfy any disclosure requirement regarding any amendment to, or a waiver of, a provision of the Code of Ethics for Senior Officers for the Company’s principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions by posting such information on its website. There have been no such waivers granted since the beginning of Fiscal 2022.

BOARD COMMITTEES

Certain matters are delegated to Board Committees. The principal committees are the Audit Committee, Human Capital Management & Compensation Committee, Governance & Technology Committee, Corporate Citizenship & Sustainability Committee and Finance Committee.

Each Board Committee acts in accordance with a written charter detailing its purpose, procedures, responsibilities and powers, as adopted by the Board, which is reviewed annually. Copies of the charters are available on request from the Corporate Secretary and under “Investors—Governance Documents” at www.signetjewelers.com/investors/corporate-governance.

 

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The composition as of May 5, 2022, key roles and responsibilities, and number of meetings held in Fiscal 2022 of each principal Board Committee are detailed below. All members of our Board Committees are independent under all applicable NYSE Listing Standards.

 

   

Committees

Nominees

 

AC(1)

 

HCMC

 

GT

 

CCS

 

FC

       

André V. Branch

 

               
       

R. Mark Graf

 

 

         

C

       

Zackery A. Hicks

         

 

   
       

Sharon L. McCollam

 

C

     

       
       

Helen McCluskey

 

     

C

     

       

Nancy A. Reardon

     

C

     

   
       

Jonathan Seiffer

 

 

         

       

Brian Tilzer

         

 

   
       

Eugenia Ulasewicz

     

     

C

   
       

Dontá L. Wilson

                 

       

Number of Meetings Held in Fiscal 2022

 

8

 

7

 

4

 

4

 

9

 

(1)

All members of the Audit Committee are financially literate and audit committee financial experts within the meaning of applicable SEC regulations.

 

AC

  

HCMC

  

GT

  

CCS

  

FC

Audit Committee

  

Human Capital Management & Compensation Committee

  

Governance & Technology Committee

  

Corporate Citizenship & Sustainability Committee

  

Finance Committee

C = Chair

 

Audit Committee

    

Roles and Responsibilities

 

Primary function is to assist the Board in fulfilling its oversight responsibilities with respect to the Company’s financial matters.

 

Responsibilities include the oversight, review and/or approval, as appropriate, of the:

 

  Company’s consolidated financial statements, earnings releases and related audit findings and accounting principles and policies;

 

  Recommendation of the appointment or termination of the Company’s independent registered public accounting firm (the “Auditor”), and approval of all audit and non-audit services provided by the Company’s Auditor;

 

  Internal control over financial reporting, disclosure controls and procedures and risk management;

 

  Effectiveness of the Company’s internal auditors and Disclosure Control Committee;

 

  Procedures for complaints regarding accounting, internal accounting controls, auditing or other matters;

 

  Enterprise risks; and

 

  Related person transactions.

 

In carrying out its responsibilities, the Audit Committee:

 

  Receives regular updates on internal audit activity and reviews reports submitted to the Company by the the Company’s Auditor, as well as annual management assurance updates submitted by the Risk Committee;

 

  Maintains direct communication with representatives of the Company’s Auditor, who ordinarily attend meetings by invitation (except in relation to the firm’s and its representatives’ own appointment and assessment of independence);

 

  Invites the Chairman, CEO, Chief Financial Officer, Chief Audit Executive, General Counsel and others to attend its meetings; and

 

  Meets at least once a year with both the Company’s Auditor and internal auditors without executive management present.

 

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Human Capital Management & Compensation Committee

    

Roles and Responsibilities

 

Primary function is to provide oversight of overall management of human capital, which includes team member experience, culture, diversity, equity and inclusion; executive compensation programs; benefits and well-being strategy; talent management (attraction, development, and retention); performance management; and, in collaboration with the Governance & Technology Committee, succession planning. In collaboration with the Corporate Citizenship & Sustainability Committee, oversees Signet’s Love for Team Corporate Sustainability Goals.

 

Responsibilities include the oversight, review and/or approval, as appropriate, of the:

 

 Company’s compensation philosophy, policies, and actions for members of management to ensure they are fairly and appropriately rewarded, taking into account the long-term interests of shareholders and the Company, and that the Company’s compensation policies remain competitive;

 

 Evaluation of the performance of the CEO and executive direct reports to the CEO against corporate goals and objectives;

 

 Compensation, and any employment, termination protection, severance or similar agreements between the Company and the CEO or any executive direct report to the CEO;

 

 Administration of any annual cash bonus and long-term equity-based compensation plans and recommendation to the Board for approval, as appropriate, awards made under such plans;

 

 Appointment, compensation and assessment of the work of the Company’s independent compensation consultant; and

 

 Overall management of human capital, including culture, diversity and inclusion, benefits and well-being strategy, talent management (attraction, development, and retention), performance management, and succession planning.

 

For additional information regarding the operation of the Human Capital Management & Compensation Committee, including the role of consultants and management in the process of determining the amount and form of executive compensation, see the CDA below.

 

Governance & Technology Committee

    

In light of the significant importance of technology, data analytics and digital capabilities to the Company’s Connected Commerce and market share growth strategies, and in an effort to enhance the Board’s oversight of cybersecurity and data privacy risks, the Board added technology, cybersecurity and data privacy oversight to the remit of the Nomination & Corporate Governance Committee in the Fall of 2021 and rechartered the Committee as the Governance & Technology Committee.

 

Roles and Responsibilities

 

Primary function is to nominate Directors and provide oversight with respect to Board composition, implementation of the Company’s Corporate Governance Guidelines and overall corporate governance, the Company’s cybersecurity and data privacy risks and protocols, and technology matters relating to the Company as an omnichannel enterprise.

 

Responsibilities include the oversight, review and/or approval, as appropriate, of the:

 

 Selection, orientation and recommendations regarding the nomination of Directors;

 

 Annual evaluation of the Board and its Committees, including the composition and balance of the Board and its Committees;

 

 Succession planning of the CEO, Chairman and Board, as well as oversight of succession planning for other executive officers;

 

 Form and amount of Director and Chairman compensation in consultation with the Human Capital Management & Compensation Committee;

 

 Company’s cybersecurity and data privacy risks and protocols;

 

 Company’s eCommerce, information technology, digital and data analytics activities, strategies and initiatives, including budgets, investments, insurance, training and staffing related to such activities; and

 

 Corporate governance guidelines and other matters of corporate governance.

 

For additional information regarding the Governance & Technology Committee’s process for identifying Director candidates, see “Board Membership Selection” above.

 

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Corporate Citizenship & Sustainability Committee

    

Roles and Responsibilities

 

Primary function is to set guidance and direction with respect to policies and progress on the Company’s Corporate Sustainability Goals (“CSGs”) and objectives as a responsible corporate citizen within the Environmental, Social and Governance (“ESG”) areas.

 

Responsibilities include the oversight, review and/or provision of advice, as appropriate, of the:

 

 Company’s CSG and ESG strategies, including on engagement with external stakeholders and other interested parties regarding corporate Purpose and culture and sustainability-related initiatives and programs;

 

 Implementation and effectiveness of appropriate policies, initiatives, systems and supporting measures in furtherance of the CSGs and ESG goals and objectives, including the Company’s goal to achieve net-zero greenhouse gas emissions by 2050;

 

 Strategies relating to the Signet Love Inspires Foundation, and overseeing the implementation and effectiveness of appropriate community impact mission statement, guidelines and programs, and philanthropic policies; and

 

 in collaboration with the Human Capital Management & Compensation Committee, the oversight of diversity, equity and inclusion, and team member engagement and experience practices.

 

 In carrying out its responsibilities, the Corporate Citizenship & Sustainability Committee reviews metrics relating to Signet’s “Three Loves”, which represent the pillars of its sustainability framework: Love for All People; Love for Our Team; and Love for Our Planet and Products. For additional information regarding the Corporate Citizenship & Sustainability Committee’s oversight role and the Company’s sustainability initiatives, see “Sustainability at Signet” below.

 

Finance Committee

    

Roles and Responsibilities

 

Primary function is to review and guide strategic direction and oversee and offer advice to the Board and management pertaining to risks, opportunities, policies, processes and progress regarding corporate financing or refinancing transactions, the Company’s credit and finance program and portfolio, treasury and capital allocation strategies and programs, and mergers and acquisitions.

 

Responsibilities include the oversight, review and/or provision of strategic direction regarding:

 

 the Company’s strategy and plan for its credit program, including risk exposures and the steps and processes management has implemented to monitor and control such exposures;

 

 Potential structures and related transactions and financing arrangements for the extension of credit or other financing options to the Company’s customers;

 

 Corporate financing or refinancing transactions and arrangements;

 

 Treasury and capital allocation strategies, programs and activities, including recommendations regarding dividend and share repurchase activities to the full Board for approval, as appropriate; and

 

 Merger and acquisition opportunities and activities and making of recommendations to the full Board regarding the same, as appropriate.

COMMUNICATION WITH DIRECTORS AND DIRECTOR NOMINATIONS

The Board welcomes feedback from shareholders and other interested parties. Any shareholder or member of the public who wishes to send communications to the Board, the Chairman or any other individual Director may do so in writing, addressed to the Corporate Secretary, c/o Signet Jewelers, 375 Ghent Road, Akron, Ohio, 44333 U.S.A. All such communications will be reviewed promptly by the Corporate Secretary and, where considered appropriate, sent to the Director(s) or one or more Committee Chair(s) with a copy to the Chairman.

A shareholder who wishes to recommend an individual to the Governance & Technology Committee for its consideration as a nominee for election to the Board may do so in writing also to the Corporate Secretary, c/o Signet Jewelers, 375 Ghent Road, Akron, Ohio, 44333 U.S.A. The Governance & Technology Committee will evaluate

 

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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 an 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 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 2022, the Company has not participated in any transaction, and there is no currently proposed transaction, in which a Related Person had or will have a direct or indirect material interest, other than as described below.

Transaction with D&L Trading Limited

The Company acquired R2Net Inc., the parent company of online diamond and bridal jewelry retailer, James Allen, in September 2017. Roy Brinker, the brother-in-law of Oded Edelman, President—James Allen and Chief Digital Innovation Officer, owns D&L Trading Limited, which provided services to Segoma Ltd., a subsidiary of R2Net Inc., including photography services related to rough and polished diamonds, jewelry and gemstones, as well as sorting and distribution services of lab grown and rough diamonds to the Company’s polishing factories. In Fiscal 2022, the Company paid approximately $612,511 to D&L Trading Limited.

Family Relationships

Roie Edelman, the brother of Oded Edelman, serves as the Chief Diamond Officer of R2Net Israel Ltd., a subsidiary of R2Net Inc. In Fiscal 2022, Roie Edelman’s total compensation was $554,672, which includes the grant date value of time-based restricted stock units granted to him during Fiscal 2022.

 

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Director Compensation

Our Director compensation program is outlined in the following chart and includes the compensation paid to independent non-employee Directors. Compensation is paid to independent non-employee Directors only.

 

 Independent Director Compensation Policy   Amount(1)
 Annual Board Retainer (Chairman)(2)   $500,000
 Annual Board Retainer (other than Chairman)(3)   $245,000
 Additional Annual Retainer to Committee Chairs    

 

 Audit Committee

  $  30,000

 Human Capital Management & Compensation Committee

  $  25,000

 Governance & Technology Committee

  $  20,000

 Corporate Citizenship & Sustainability Committee

  $  20,000

 Finance Committee

  $  20,000

 

(1)

We typically pay annual cash retainers in quarterly installments. However, see below for details regarding certain temporary changes made to Director compensation in Fiscal 2021 in response to COVID-19 that remained in effect through March 31, 2021.

 

(2)

Split into a cash amount of $280,000 and $220,000 paid in Common Shares on the day of the Annual Meeting of Shareholders.

 

(3)

Split into a cash amount of $105,000 and $140,000 paid in Common Shares on the day of the Annual Meeting of Shareholders.

The following table summarizes the total compensation of each of our independent Directors who served on the Board during Fiscal 2022.

 

 Independent Director   Fees earned or
paid in cash(1)
  Stock
awards(1)(2)
  Total
 H. Todd Stitzer   $210,000   $288,306   $498,306
 André V. Branch   $  78,750   $169,249   $247,999
 R. Mark Graf   $  93,750   $176,991   $270,741
 Zackery Hicks   $  78,750   $174,608   $253,358
 Helen McCluskey   $  93,750   $176,991   $270,741
 Sharon L. McCollam   $101,250   $178,236   $279,486
 Nancy A. Reardon   $  97,500   $177,640   $275,140
 Jonathan Seiffer(3)   $  78,750   $174,608   $253,358
 Brian Tilzer   $  78,750   $174,608   $253,358
 Eugenia Ulasewicz   $  93,750   $176,991   $270,741
 Dontá L. Wilson   $  78,750   $169,249   $247,999

 

(1)

Cash retainer fees were only paid after March 31, 2021 upon the reinstatement of the full retainer fees following the expiration of the actions taken in response to COVID-19 as described below.

 

(2)

Reflects the Common Shares granted in lieu of the reduced quarterly cash fees through March 31, 2021 as part of the actions taken in response to COVID-19 described below. The quarterly retainer amounts paid to Mr. Branch and Mr. Wilson in Common Shares through March 31, 2021 were pro-rated as of February 8, 2021, the date of their appointment to the Board. In accordance with FASB ASC Topic 718, the amounts calculated are based on the aggregate grant date fair value of the shares (in the column entitled “Stock awards”). The annual equity award was made in RSUs with one-year cliff vesting from the date of grant and were granted to all independent Directors who were appointed to the Board at the 2021 annual meeting of shareholders on the day of such meeting. Amounts reported for Mr. Branch and Mr. Wilson include a pro-rated 2020 annual equity award (the “2020 Award”) measured from the date of their appointment to the Board through the one-year anniversary of the grant date of the 2020 Award, which were granted in RSUs with one-year cliff vesting from the date of grant and reduced by 50% pursuant to the actions taken in response to COVID-19. For information on the valuation assumptions, refer to Note 27 in the Signet Annual Report on Form 10-K for Fiscal 2022.

 

(3)

Mr. Seiffer’s cash fees were payable to Leonard Green.

 

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DIRECTOR COMPENSATION

 

 

 

DETERMINATION OF DIRECTOR COMPENSATION

The compensation of the independent Directors is determined by the full Board on the basis of recommendations made by the Governance & Technology Committee after consultation with the Human Capital Management & Compensation Committee and the Human Capital Management & Compensation Committee’s independent compensation consultant. Such recommendations are made after consideration of, among other factors, external comparisons, time commitments and the responsibilities of the independent Directors. Other than the actions taken in response to COVID-19 noted below, there were no changes made to the compensation of the non-employee Directors during Fiscal 2022.

SHARE OWNERSHIP

Our Director Share Ownership Policy is designed to better align our Directors’ interests with those of shareholders over the long term. The Chairman is expected to achieve a minimum share ownership value of $700,000 within five years of being elected as Chairman. The independent Directors are expected to achieve a minimum share ownership of three times the value of their annual share award within five years of election to the Board. Once these share ownership holdings are achieved at any given share price, the requirement is considered to have been met notwithstanding any subsequent change in share price. The minimum holding is to be maintained while such individual remains a Director of the Company. As of April 22, 2022, each of our independent Directors had achieved their share ownership requirements, with the exception of Dontá L. Wilson, who recently joined our Board in February 2021.

INDEMNIFICATION

The Company has entered into indemnification agreements with the independent Directors of the Company, agreeing to indemnify them against expenses, judgments, fines and amounts paid in settlement of, or incurred in connection with, any threatened, pending or completed action, suit or proceeding in which the Director was or is, or is threatened to be made, a party by reason of his or her service as a Director, officer, employee or agent of the Company, provided that the Director acted in good faith and in a manner he or she reasonably believed to be in the best interest of the Company and, with respect to any criminal action or proceeding, provided he or she had reasonable cause to believe such actions were lawful. Each indemnification agreement also provides for the advance of expenses incurred by the Director in defending any proceeding.

ACTIONS TAKEN IN RESPONSE TO COVID-19

In March 2020, in support of the Company’s efforts to mitigate the financial impact on the Company of the COVID-19 pandemic, the Board of Directors temporarily reduced all Board retainer fees by 50% effective April 1, 2020 through March 31, 2021 and agreed to be compensated entirely in Common Shares during such period. The full retainer fees were reinstated following the March 31, 2021 payment.

 

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Sustainability at Signet

Now, more than ever, companies have a responsibility to articulate commitments and seek to deliver purposeful achievements to confront global challenges, such as climate change and leadership equity, that create shared value for shareholders, team members, customers and other stakeholders.

As a retailer, we believe that integrating sustainable business practices into our strategies and operations is integral to delivering long-term shareholder value. We recognize that non-financial information, including ESG disclosures, is important to our stakeholders.

Therefore, over the last year our Board worked with our management team to prioritize our commitment to sustainability with the launch of our 2030 Corporate Sustainability Goals (CSGs). With the launch of our CSGs we have activated our Leadership Team to integrate our CSGs into our everyday business operations. We focused on ESG areas that we believe are most important to our shareholders, referencing business practice guideposts such as those established by the United Nations Global Compact, and ESG reporting frameworks such as Sustainability Accounting Standards Board (or “SASB,” which is being integrated into the International Sustainability Standards Board (ISSB).

RECENT MILESTONES

Signet is committed to communicating transparently about meaningful sustainability-related activities and results to stakeholders. We made significant progress in Fiscal 2022 and continue working to further enhance our corporate sustainability strategy and ESG disclosures in the years ahead. In addition to the actions taken in furtherance of our human capital management initiatives described more fully below under “Signet’s Approach to Human Capital Management”, the following illustrates some recent milestones since the beginning of Fiscal 2022:

 

 

 

            FISCAL 2022             

 

 
   

 

  Published first Corporate Citizenship and Sustainability Report, including the launch of Signet’s 2030 Corporate Sustainability Goals (CSGs) based on Signet’s Three Loves: Love for All People; Love for Our Team; Love for Our Planet and Products. (June 2021)

 

  Launched Climate Action Sustainability Committee (CASC) a cross-functional committee to address ESG Risk and Opportunities and strategize on Signet’s net-zero greenhouse gas ambition. (June 2021)

 

  Expanded commitment to ESG data quality by expanding the open-sourced Signet Responsible Sourcing Protocol to include Environmental and Social data collection from our direct suppliers. (September 2021)

 

  Joined Paradigm for Parity® to Advance Leadership Equality. (July 2021)

 

  Initiated first Signet cohort of leaders to study for the Fundamentals of Sustainability Accounting, Level 1 certification administered by the Value Reporting Foundation, formerly Sustainability Accounting Standards Board (SASB). (September 2021)

 

  Earned designation as a Great Place to Work-Certified company for the second time. (November 2021)

 

  Included in 2022 Bloomberg Gender-Equality Index (GEI) for the fourth consecutive year. (January 2022)

 

  Rated 85 out of 100 by Human Rights Coalition Corporate Equality Index (CEI). (January 2022)

 

 

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SUSTAINABILITY AT SIGNET

 

 

 

BOARD OVERSIGHT OF SUSTAINABILITY

 

 

Corporate Citizenship & Sustainability Committee

 

    Oversight responsibility regarding our corporate citizenship initiatives is embedded in the Corporate Citizenship & Sustainability Committee. The Committee reports to the full Board on the Company’s ongoing ESG—related activities. The Committee provides oversight and strategic direction for our sustainability program including oversight of Signet’s 2030 Corporate Sustainability Goals (CSGs).

 

Human Capital Management & Compensation Committee

 

   The Human Capital Management & Compensation Committee provides oversight of overall management of human capital, which includes team member experience, culture, diversity, equity and inclusion; executive compensation programs; benefits and well-being strategy; talent management (attraction, development, and retention); performance management; and, in collaboration with the Governance & Technology Committee, succession planning. In collaboration with the Corporate Citizenship & Sustainability Committee, the Human Capital Management & Compensation Committee oversees Signet’s Love for Team Corporate Sustainability Goals.

 

 

The Corporate Citizenship and Sustainability Report will be accessible at www.proxydocs.com/SIG.

 

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Signet’s Approach to

Human Capital Management

As a retailer, our long-term sustainability depends on our people. Our culture and team member experience are critical to our growth. For these reasons, differentiation as an Employer of Choice is instrumental to our success. We care about our team members and seek to empower them, reward them and help them develop both professionally and personally through programs and resources that enhance our workplace environment, improve our team members experiences, and enable us to retain and engage our most valuable resource-our people.

In Fiscal 2022, we solidified our team member experience with tangible success. We successfully navigated the global pandemic and the great resignation by prioritizing the health and well-being of our team members and transforming our culture. We believe that our new and innovative team member experience differentiates us from our retail peers and prioritizes benefits, compensation, rewards and training while energizing the team around our shared Purpose—Inspiring Love. As a result of our strategy to grow impassioned leaders dedicated to our Purpose, we have been able to recruit and retain talent.

HUMAN CAPITAL MANAGEMENT ACCOMPLISHMENTS IN FISCAL 2022 AND FISCAL 2023 TO DATE

 

 

 

 

TEAM MEMBER EXPERIENCE

 

       

 

DIVERSITY, EQUITY AND INCLUSION

 

 

 

At Signet, team members are:

 

© Invited to be their best self;

 

© Introduced to ideas that grow their passion—not just their job; and

 

© Inspired to inspire more love in the world.

 

Our team members are key to our success. We seek to provide them with the tools they need and empower them to be the best version of themselves to support our Mission to Celebrate Life Express Love®. It is our strategy to reward employees with pay, benefits, and training.

 

  Signet earned the designation of Great Place to Work® based on team member responses to the Great Place to Work® Trust Index© Survey. In the survey, 90 percent of our employees said, “When I look at what we accomplish, I feel a sense of pride.”

 

  We fully implemented a $15 minimum wage for all hourly US Signet team members in September 2021, nine months ahead of schedule.

 

  Announced holiday bonus for all retail team members ahead of holiday season.

 

  We expanded health care benefits but did not raise health care premiums for team members.

 

  We held a series of town halls to engage team members on our Purpose, team member experience, and strategy.

 

  Measured our progress with first comprehensive Voice of the Employee survey in three years. Scores improved in most repeated questions (16 out of 19 questions). The score improvements allow us to measure our progress. The CEO and Chief People Officer shared comprehensive results with all leaders and team members to both celebrate our culture transformation and learn where we can improve.

   

We are committed to cultivating and advancing diversity in all forms, as well as building a strong inclusive culture. In Fiscal 2022, Signet continued the Signet Speaks Out Series, co-led by our CEO and Chief Diversity Officer, to provide a safe, open forum for team members to have honest and candid discussions about important topics such as racism.

 

  Initiated new programs to align with 2030 Corporate Sustainability Goals (CSGs) to address leadership equity in all areas of our business operations and including retail store managers.

 

  Launched University Relations Summer Intern Program for 2022 in partnership several universities, including a Historically Black College/University (HBCU).

 

  In addition to mandatory “Unconscious Bias” training for all team members, launched two-part training on Building an Inclusive Culture.

 

As of January 29, 2022:

 

42%   of vice president positions and above are held by women, with women comprising 50% of our most senior Leadership Team.

 

13%   of vice president positions and above are held by people of color, with people of color comprising 23% of our senior vice president positions and above.

 

In our Retail Stores:

 

76%  of Signet field leadership (assistant manager and above) are women.

 

36%  of Signet field leadership (assistant manager and above) are people of color.

 

 

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SIGNET’S APPROACH TO HUMAN CAPITAL MANAGEMENT

 

 

 

 

 

          TRAINING AND DEVELOPMENT          

 

    

Our people and culture are critical to Signet’s long-term success. In Fiscal 2022, we continued our efforts to connect our team members with resources that support their individual development and enable them to create an inclusive environment for all.

 

Signet’s leadership and training strategy has two components;

 

 Industry and Jewelry Expertise; and

 

 Leadership and Culture.

 

In Fiscal 2022, Signet launched a new and innovative retail team member training program to provide all new retail team members with 40 hours of training on Signet’s culture and Purpose. This program immerses new team members in Signet’s expectations, culture and leadership style as well as foundational knowledge of the jewelry industry. Team members continue to develop expertise on jewelry for the extension of their career at Signet.

 

In Fiscal 2022, Signet launched Brilliant University, a new platform for investing in team member training, leadership development and education. Investments in our people, such as training, allows us to recruit exceptional candidates and efficiently provide them with new skills and experiences regarding Signet values, leadership traits and jewelry knowledge.

 

 

 

 

 

          SIGNET’S SEVEN LEADERSHIP TRAITS           

 

 

Our learning experience is guided by Signet’s seven leadership traits, which are foundational to the success of each leader at Signet, regardless of job title. We believe in “leadership at every level,” and Brilliant University provides education and training for team members to learn more about what each trait looks like at different levels in the organization.

 

 
      

  

    

           1   Vision and Purpose     LOGO     2  

Critical

Thinking

  LOGO               

    

    

         

     

 

 

 

    Craft an Inspired Vision for the Clear Path Forward

 

 

 

    See the Challenges, Consider All Possibilities

 

 

 

     

 

 

 

3

 

 

Customer

Obsession

 

 

   LOGO

   

 

4

 

 

Employee

Experience

 

 

LOGO

     

 

5

 

 

Diversity, Equity

and Inclusion

 

 

       LOGO

   

    It Starts and Ends with Our Customer Period

 

 

 

    Create a Vibrant Culture of Collaboration and Engagement

 

 

 

 

 

    Embrace Our Difference, Celebrates Our Uniqueness

 

 

 

 

      

  

    

          

 

6

 

 

Innovative Action

   

 

     LOGO

   

 

7

 

 

Performance     Excellence

 

 

              LOGO

          

    

    

         

     

 

 

 

    Iterative Ideas Drive Progress, Acting Out Our Ideas Drives Success

 

 

 

    Motivated, Accountable and Professional. The MAP for Greatness.

 

 

 

     

 

 

 

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Proposal 2: Appointment of Independent Auditor and Authorization of the Audit Committee to Determine its Compensation

 

 

Proposal 2 is to appoint KPMG LLP (“KPMG”) as independent registered public accounting firm (“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 US member firm of KPMG International, as the independent registered public accounting firm to audit the Company’s consolidated 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 2023. 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 2022, all KPMG services and fees were reviewed and pre-approved by the Audit Committee (or Chair of the Audit Committee between Audit Committee meetings for non-audit work up to $250,000). This policy also prohibits the Company’s independent registered public accounting firm from performing certain non-audit services for the Company including: (1) bookkeeping, (2) systems design and implementation, (3) appraisals or valuations, (4) actuarial services, (5) internal audit, (6) management or human resources services, (7) investment advice or investment banking, (8) legal services and (9) expert services unrelated to the audit. All fees paid by the Company to KPMG for Fiscal 2022 and Fiscal 2021 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 2022 and Fiscal 2021 for their respective audits of the Company’s consolidated financial statements and the effectiveness of internal control over financial reporting for Fiscal 2022 and Fiscal 2021, reviews of the Company’s unaudited condensed consolidated interim financial statements and other services rendered by KPMG during Fiscal 2022 and Fiscal 2021.

 

 

Fiscal 2022

(millions)

Fiscal 2021

(millions)

Audit fees

$ 4.0 $ 4.2

Audit-related fees(1)

$ 1.5 $

Tax fees(2)

$ 0.5 $ 0.2

All other fees

$ $

Total fees

$ 6.0 $ 4.4

 

(1)

Audit-related fees consisted principally of services rendered for due diligence assistance related to the Company’s acquisition activity, and other attest services not required by statute or regulation.

 

(2)

Tax fees consisted principally of services rendered for tax compliance and advisory services.

A representative of KPMG will attend the Annual Meeting 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.

 

                           LOGO    

 

 

The Board of Directors Recommends a Vote “FOR” this Proposal.

 

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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 January 29, 2022 (“Fiscal 2022”) and January 30, 2021 (“Fiscal 2021”), and the related audited consolidated statements of operations, comprehensive income (loss), cash flows, and shareholders’ equity, for Fiscal 2022, Fiscal 2021, and the fiscal year ended February 1, 2020 (“Fiscal 2020”). These balance sheets and statements (the “Audited Financial Statements”) were audited and are the subject of the report by the Company’s independent registered public accounting firm, KPMG LLP (“KPMG”). The Audited Financial Statements are available at www.signetjewelers.com/investors/financial-reports.

The Audit Committee reviewed and discussed the Audited Financial Statements with management and otherwise fulfilled the responsibilities set forth in its charter. An evaluation of the effectiveness of the Company’s internal control over financial reporting was discussed by the Audit Committee with management and KPMG.

The Audit Committee also discussed applicable matters under Public Company Accounting Oversight Board (“PCAOB”) standards with KPMG. The required written disclosures and letter regarding KPMG communications with the Audit Committee and independence were received by the Audit Committee, and independence was discussed with KPMG.

Based upon the review and discussions referred to above, the Audit Committee recommended to the Company’s Board that the Audited Financial Statements be included in the Company’s Fiscal 2022 Form 10-K.

The Audit Committee annually reviews the independence and performance of KPMG, including its lead audit partner and engagement team, in connection with the Audit Committee’s responsibility for the appointment and oversight of the Company’s independent registered public accounting firm and determines whether to re-engage KPMG or consider other audit firms. In doing so, the Audit Committee considers, among other things, such factors as:

 

 

The quality and efficiency of KPMG’s historical and recent performance on the Company’s audit;

 

 

KPMG’s capability and expertise;

 

 

The quality and candor of communications and discussions with KPMG;

 

 

The ability of KPMG to remain independent;

 

 

External data relating to audit quality and performance (including recent PCAOB reports on KPMG and its peer firms);

 

 

The appropriateness of fees charged; and

 

 

KPMG’s tenure as the Company’s independent registered public accounting firm and familiarity with its operations, businesses, accounting policies and practices, and internal control over financial reporting.

In accordance with the SEC’s rules and KPMG’s policies, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide services to a company. For lead partners, the maximum number of consecutive years of service in that capacity is five years. The process for selection of the Company’s lead partner involves meetings between the members of the Audit Committee and the candidate for the role, as well as a discussion by the full Audit Committee and with management.

Based on the foregoing considerations, the Audit Committee believes that the continued retention of KPMG to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its shareholders.

MEMBERS OF THE AUDIT COMMITTEE

Sharon L. McCollam (Chair)

André Branch

R. Mark Graf

Helen McCluskey

Jonathan Seiffer

 

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Ownership of the Company

SHAREHOLDERS WHO BENEFICIALLY OWN AT LEAST FIVE PERCENT OF COMMON SHARES

The table below shows all persons who were known to the Company to be beneficial owners (determined in accordance with Rule 13d-3 of the Exchange Act) of more than five percent of Common Shares as of April 22, 2022. The table is based upon reports filed with the SEC. Copies of these reports are publicly available from the SEC on its website, www.sec.gov.

 

Name and address of beneficial owner

  Amount and nature of
beneficial ownership
  Percent of class(1)  

BlackRock Inc.

55 East 52nd Street

New York, NY 10055, USA

      9,136,052 (2)        19.68 %

Select Equity Group, L.P.

380 Lafayette Street, 6th Floor

New York, NY 10003, USA

      8,065,222 (3)        17.37 %

Leonard Green

11111 Santa Monica Boulevard, Suite 2000

Los Angeles, CA 90025, USA

      8,065,198 (4)        17.37 %

The Vanguard Group, Inc.

100 Vanguard Boulevard

Malvern, PA 19355, USA

      6,150,135 (5)        13.24 %

None of the Company’s Common Shares entitle the holder to any preferential voting rights.

 

(1)

Reflects the shareholdings as reported in the Beneficial Owners’ SEC filings as a percentage of the issued and outstanding shares of Common Stock as of April 22, 2022, excluding 957,174 shares repurchased by the Company that were held for the account of the Company as of April 22, 2022 and awaiting to be transferred to the Company’s treasury account.

 

(2)

Based upon a Schedule 13G/A filed on January 27, 2022, BlackRock Inc. reported beneficial ownership of 9,136,052 Common Shares as follows: sole voting power over 8,965,869 Common Shares and sole dispositive power over 9,136,052 Common Shares.

 

(3)

Based upon a Schedule 13G/A filed on March 17, 2022, Select Equity Group, L.P. (“Select LP”), SEG Partners II, L.P. (“SEG Partners II”), and George S. Loening (“Loening”) (collectively, “Select Equity”) jointly reported beneficial ownership of 8,065,222 Common Shares as follows: shared voting and shared dispositive power over 8,065,222 Common Shares by Select LP; shared voting and shared dispositive power over 3,392,893 Common Shares by SEG Partners II; and shared voting and shared dispositive power over 8,065,222 Common Shares by Loening.

 

(4)

Based upon a Form 4 filed on June 29, 2021, Green Equity Investors VI, L.P. (“GEI VI”), GEI Capital VI, LLC, Green Equity Investors Side VI, L.P. (“GEI Side VI”), Green VI Holdings, LLC, Leonard Green & Partners, L.P., LGP Associates VI-A LLC (“Associates VI-A”), LGP Associates VI-B LLC (“Associates VI-B”), LGP Management Inc., and Peridot Coinvest Manager LLC, Jonathan D. Sokoloff and Jonathan A. Seiffer (collectively, “Leonard Green”) jointly reported shared voting and shared dispositive power of 8,065,198 Common Shares, which included (i) 625,000 Preferred Shares, which as of the date of the Form 4 were convertible into 8,032,923 Common Shares, and (ii) 32,275 Common Shares, of which 17,912 are owned by Mr. Seiffer and held for the benefit of Leonard Green (including 2,012 RSUs, which are subject to certain vesting and forfeiture provisions) and 14,363 are owned by Mr. Sokoloff for the benefit of Leonard Green.

 

(5)

Based upon a Schedule 13G/A filed on February 10, 2022, The Vanguard Group, Inc. (“Vanguard”) reported beneficial ownership of 6,150,135 Common Shares as follows: shared voting power over 91,789 Common Shares, sole dispositive power over 6,013,804 Common Shares and shared dispositive power over 136,331 Common Shares.

 

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OWNERSHIP OF THE COMPANY

 

 

 

OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS

The table below shows the number of Common Shares of the Company beneficially owned (determined in accordance with Rule 13d-3 of the Exchange Act) as of April 22, 2022 by each current Director, each executive officer named in the Summary Compensation Table and all of the Company’s current executive officers and Directors as a group.

 

Name

  Common Shares(1)  

Shares that may be
acquired within

60 days(2)

  Total(3)   Percent
of class(3)

H. Todd Stitzer(4)

      50,816       0       50,816         *

André V. Branch(4)

      3,428       0       3,428         *

Virginia C. Drosos(4)(5)

      371,475       144,075       515,550         1.11 %

R. Mark Graf(4)

      20,792       0       20,792         *

Zackery A. Hicks(4)

      17,615       0       17,615         *

Helen McCluskey(4)

      24,156       0       24,156         *

Sharon L. McCollam(4)

      19,888       0       19,888         *

Nancy A. Reardon(4)

      19,769       0       19,769         *

Jonathan Seiffer(4)(6)

      15,900       0       15,900         *

Brian Tilzer(4)

      18,769       0       18,769         *

Eugenia Ulasewicz(4)

      23,965       0       23,965         *

Dontá L. Wilson(4)

      728       0       728         *

Joan M. Hilson(7)

      90,361       31,264       121,625         *

Jamie L. Singleton(7)

      53,228       36,255       89,483         *

Rebecca S. Wooters(7)

      23,191       16,482       39,673         *

Oded Edelman(7)

      190,693       12,102       202,795         *

All Current Executive Officers and Directors as a group
(21 persons)

      1,084,617       300,043       1,384,660         2.96 %

 

(1)

No Common Shares are pledged as security. All Common Shares are owned directly with the exception of Oded Edelman, who holds 105,398 Common Shares through a wholly-owned entity.

 

(2)

Includes Common Shares that may be acquired upon the exercise of stock options or upon vesting of time-based restricted stock units.

 

(3)

All holdings represent less than 1% of the Common Shares issued and outstanding, with the exception of Virginia C. Drosos, as indicated. No Preferred Shares are held by our Directors or executive officers . Percentage reported reflects the shareholdings of the Directors and Executive Officers as a percentage of the issued and outstanding shares of Common Stock as of April 22, 2022, excluding 957,174 shares repurchased by the Company that were held for the account of the Company as of April 22, 2022 and awaiting to be transferred to the Company’s treasury.

 

(4)

Director

 

(5)

CEO

 

(6)

GEI VI, GEI Side VI, Associates VI-A and Associates VI-B are the direct owners of 625,000 Preferred Shares that are convertible into 8,032,923 Common Shares. Mr. Seiffer directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed to be an indirect beneficial owner of the shares owned by GEI VI, GEI Side VI, Associates VI-A and Associates VI-B. Mr. Seiffer disclaims beneficial ownership of the shares except to the extent of their pecuniary interest therein.

 

(7)

Executive officer

See CDA and “Director Compensation” below for a discussion of the Company’s Share Ownership Policies applicable to executive officers and Directors, respectively.

DELINQUENT SECTION 16(A) REPORTS

Section 16(a) of the Securities Exchange Act of 1934, as amended, require our Directors and executive officers and any persons who beneficially own more than 10% of our common stock (collectively “Reporting Persons”) to file reports of their ownership and changes in beneficial ownership of common stock with the SEC. Based solely on our review of forms filed electronically with the SEC and written representations from Reporting Persons, we believe that all filings required to be made under Section 16(a) by the Reporting Persons during Fiscal 2022 were timely filed.

 

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Executive Officers of the Company

The names, ages of and positions held by the executive officers of the Company are presented below.

 

Executive Officer   Age   Position
Virginia C. Drosos   59   Chief Executive Officer
Joan M. Hilson   62   Chief Financial and Strategy Officer
William R. Brace   55   President—Jared and Jewelry Services
Oded Edelman   55   President—James Allen and Chief Digital Innovation Officer
Mary Elizabeth Finn   61   Chief People Officer
Stephen E. Lovejoy   56   Chief Supply Chain Officer
Howard A. Melnick   60   Chief Information Officer
Stash Ptak   43   General Counsel and Senior Vice President Legal Compliance and Risk
Jamie L. Singleton   60   President—Kay, Zales and Peoples and Chief Marketing Officer
Rebecca S. Wooters   51   Chief Digital Officer

 

Virginia C. Drosos,—see biographical information in section “Proposal 1: Election of Directors—Virginia C. Drosos.”

Joan M. Hilson joined Signet in March 2019 and became Chief Financial Officer in April 2019 and Chief Strategy Officer in March 2021. Ms. Hilson brings over 30 years of leadership experience in retail corporate finance, with extensive experience in business planning, merchandise planning, inventory management, and cost optimization. Before Signet, Ms. Hilson was Executive Vice President, Chief Financial and Operating Officer of David’s Bridal, Inc., a wedding gown and formal wear retailer, for five years. Prior to that she was the Chief Financial Officer of American Eagle Outfitters, a publicly traded clothing retailer, and held several roles within Limited Brands, a publicly traded clothing and specialty retailer, including Chief Financial Officer of the Victoria’s Secret stores division.

William R. Brace has served as President of Jared and Jewelry Services since May 2021. He has over 30 years of experience growing and leading retail brands and businesses. He joined Signet in September 2018 as Executive General Manager of Jared and added responsibilities for the Jewelry Services business unit in 2020. He also previously served as Signet’s Chief Marketing Officer from September 2018 to May 2021. Prior to Signet, he held a wide range of executive leadership responsibilities during a 29-year career at Procter & Gamble, a multinational consumer goods corporation, where he created enduring growth successes on several billion-dollar brands and business.

Oded Edelman has served as President of JamesAllen.com, an online diamond and bridal jewelry retailer, since 2007, and Chief Digital Innovation Officer since February 2022. Mr. Edelman also serves as the

Chief Executive Officer of R2Net Inc., the parent company of JamesAllen.com, which he founded in 2007. Signet completed its acquisition of R2Net Inc. on September 12, 2017. Mr. Edelman has decades of experience in the diamond industry, including international trade, wholesale networking, supply chain management and the creation of polishing innovations.

Mary Elizabeth Finn became Chief People Officer in May 2018. She has over 30 years of experience empowering team members through business transformations, developing leaders, expanding training and development opportunities and building diverse, inclusive, and successful cultures. Prior to Signet, 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, a global information services company, for three years and provided human resources leadership during two major successful transitions: the company’s initial public offering and chief executive officer succession. Prior to Nielsen, she spent 26 years at General Electric.

Stephen E. Lovejoy joined Signet as the Company’s Chief Supply Chain Officer in June 2018. He has over 30 years of experience leading matrixed, global supply chains within retail and other industries. Steve most recently served as Chief Operating Officer for Glanbia PLC, a publicly traded multinational nutrition company, for over four years. Prior to Glanbia, he served as Senior Vice President Global Supply Chain at Starbucks Coffee Company; as Vice President, Global Supply Chain for Method Home Products, a home and personal care products company; and as Vice President, Product Supply International at The Clorox Company for 17 years.

 

 

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EXECUTIVE OFFICERS OF THE COMPANY

 

 

 

 

Howard A. Melnick became Chief Information Officer in February 2018, following his service in this position as interim CIO since November 2017. Mr. Melnick has over 30 years of experience in organizational, retail and customer-facing technology systems and platforms. Prior to Signet, Mr. Melnick was Chief Information Officer at Ralph Lauren, a publicly traded clothing and fragrance retailer, from 2008 to 2017. Mr. Melnick previously held technology leadership positions at Marriott International and Pepsi-Cola International. He is also a Certified Public Accountant.

Stash Ptak became General Counsel and Senior Vice President Legal, Compliance and Risk in June 2019. Mr. Ptak’s experience spans both business operations and law. He joined the Signet legal team in 2012, initially focused on commercial and real estate matters. Mr. Ptak joined Signet in 2005, and prior to transitioning to the legal team, he served in a number of strategic and analytical roles related to the Company’s optimization of merchandise sales and margins.

Jamie L. Singleton became Signet’s President of Kay, Zales and Peoples in March 2019 and Chief Marketing Officer in May 2021. She has over 30 years of experience in transformative retail leadership, including merchandising, design, product development,

sourcing, marketing, data analytics and customer experience. Previously she served as Executive Vice President of Zales and Peoples Jewelers from June 2017 to March 2019; and Senior Vice President, General Manager of Piercing Pagoda for Zale Corp., and later Signet, from April 2012 to June 2017. Prior to joining Zale Corp. she was a Senior Vice President at CPI Corp., a photography studio company, and David’s Bridal Group, a wedding gown and formal wear retailer, responsible for retail and wholesale businesses, and held various senior merchandising, planning and product development positions at other retail companies.

Rebecca S. Wooters 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 twelve years with Citi, the consumer division of publicly traded Citigroup, a financial services company, most recently as Chief Customer Experience Officer and Head of Digital Experience for Citi’s Card division since November 2013 and the Global Consumer Bank since April 2018. Prior to Citi, Ms. Wooters served in innovation, strategic and marketing roles of increasing responsibility at Experian Decision Analytics and MBNA.

 

 

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Proposal 3: Approval, on a Non-Binding Advisory Basis, of the Compensation of the Company’s Named Executive Officers

 

The Board recognizes the interest shareholders have in the compensation of executives. In recognition of that interest and as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”), we are asking shareholders to cast a vote, on a non-binding advisory basis, on the compensation of the Company’s named executive officers (“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 long-term value. Total compensation is targeted at approximately the median of a custom group of comparator companies.

The Human Capital Management & Compensation Committee believes that the Company’s executive compensation programs, executive officer pay levels and individual pay actions approved for executive officers, including NEOs, directly align with the Company’s executive compensation philosophy, fully support the Company’s goals and provide an appropriate balance between risk and incentives. Shareholders are urged to read the CDA section of this Proxy Statement, which discusses in greater detail how compensation policies and procedures implement Signet’s executive compensation philosophy, as well as the compensation tables and narrative discussion.

Shareholders are asked to indicate their support for the Company’s NEO compensation as described in this Proxy Statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of NEOs and the philosophy, policies and practices described in this Proxy Statement. Accordingly, shareholders are asked to vote FOR the following resolution at the Annual Meeting:

“RESOLVED, that the compensation paid to Signet’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

Shareholders should note that the vote is advisory and not binding on the Company and its Board or Human Capital Management & Compensation Committee. The Board and Human Capital Management & Compensation Committee value the opinion of shareholders, and to the extent there is any significant vote against the NEO compensation as disclosed in the Proxy Statement, shareholder concerns will be considered and the Human Capital Management & Compensation Committee will evaluate whether any actions are necessary to address those concerns.

 

  LOGO    

 

 

The Board of Directors Recommends a Vote “FOR” this Proposal.

 

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Executive Compensation

TABLE OF CONTENTS

 

COMPENSATION DISCUSSION AND ANALYSIS     41                

LOGO

 

LOGO

 

LOGO

 

LOGO

 

LOGO

  

VIRGINIA C. DROSOS

CHIEF EXECUTIVE OFFICER

Introduction     41    
Executive Summary     42    
Our Commitment to Pay for Performance     45    
How Executive Compensation is Determined     46       
Competitive Benchmarking Analysis     47       

JOAN M. HILSON

CHIEF FINANCIAL AND STRATEGY OFFICER

Elements of NEO Compensation     48    
Other Policies and Practices     54    
Deductibility of Executive Compensation     55       
COMPENSATION COMMITTEE REPORT     56       
EXECUTIVE COMPENSATION TABLES     57       
Summary Compensation Table     57       

JAMIE L. SINGLETON

PRESIDENT–KAY,
ZALES & PEOPLES AND CHIEF MARKETING OFFICER

Grants of Plan-Based Awards     58    
Outstanding Equity Awards     59    
Option Exercises and Shares Vested     60    
Non-Qualified Deferred Compensation     60       
NEO AGREEMENTS     61       
Termination Protection Agreements     61       
Employment Agreement     64       

REBECCA S. WOOTERS

CHIEF DIGITAL OFFICER

TERMINATION PAYMENTS     66    
CEO PAY RATIO     71       
      
      
      
      

ODED EDELMAN

PRESIDENT—JAMES ALLEN AND CHIEF DIGITAL INNOVATION OFFICER

   
   
   
      
      
      
      
      
         
         

 

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Compensation Discussion and Analysis

INTRODUCTION

This Compensation Discussion and Analysis section (“CDA”) describes:

 

 

the Company’s executive compensation objectives;

 

 

the role of the Human Capital Management & Compensation Committee and the philosophy it has established to meet these objectives;

 

 

the Company’s executive compensation policies; and

 

 

the material elements of compensation awarded to, earned by, or paid to our named executive officers (each, an “NEO”, and collectively, the “NEOs”).

 

NEO   Position
Virginia C. Drosos   Chief Executive Officer
Joan M. Hilson   Chief Financial and Strategy Officer
Jamie L. Singleton   President—Kay, Zales and Peoples and Chief Marketing Officer
Rebecca Wooters   Chief Digital Officer
Oded Edelman   President—James Allen and Chief Digital Innovation Officer

Signet’s fiscal year ended January 29, 2022 (“Fiscal 2022”) marked the completion of the first year of a three-year strategy entitled “Inspiring Brilliance.” The goal for Inspiring Brilliance is to build on the success of the Path to Brilliance strategy implemented in Fiscal 2019-2021 and establish Signet as the growth and innovation leader of the jewelry industry, driven by Signet’s Purpose and commitment to building customer relationships – not just transactions—that last a lifetime. Inspiring Brilliance is consumer inspired with a focus on Connected Commerce and a culture of innovation and agility. The consumer inspiration will focus on attracting new customers with consumer-inspired insight and innovation. The focus on Connected Commerce includes enhanced shopping experiences with a full spectrum of touch points and enhanced fulfillment and virtual selling. This approach includes winning with customers wherever, whenever and however they want to engage. Unleashing the full potential with a culture of innovation includes initiatives such as agile learning and fostering continued development of an organization inspired by our Purpose to innovate and lead. Team members are invited to be their best self, introduced to ideas that grow their passion – not just their job and inspired to inspire more love in the world.

With this strategy, the Company announced a long-term revenue goal of $9 billion and a plan to grow market share to approximately 10%. Thanks to the passionate dedication to customers and focus on our Inspiring Brilliance transformation strategy, we continue to build momentum and drive growth. This transformation was particularly evident through the Company’s performance as shown in the “Executive Summary” section of this CDA below.

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

EXECUTIVE SUMMARY

The connection between pay, performance and shareholder interests is critical in the design of all of our executive compensation plans. The Company’s strong commitment to pay-for performance is demonstrated by the link between outstanding performance achievement and maximum incentive payouts in both the short-term and long-term programs. As reported in the Annual Report on Form 10-K and in other public disclosures, we made meaningful progress on achieving the goals of the Inspiring Brilliance strategic plan during Fiscal 2022 and significantly exceeded expectations, which impacted full year results. Examples of this outstanding performance includes:

 

 

Fiscal 2022 record-setting revenue of $7.8 billion or nearly 50% growth compared to last year;

 

 

eCommerce sales were $1.5 billion, up from $1.2 billion in Fiscal 2021; and

 

 

Leveraged fixed costs as we drove top-line to further expand operating margin to 11.5% for the year.

As a result of these accomplishments, we exceeded the maximum performance targets under the annual short-term cash program (“STIP”) and for the performance-based awards under our long-term incentive program (“LTIP”) under our Amended and Restated 2018 Omnibus Incentive plan (the “Omnibus Plan”) for Fiscal 2020-2022 both which paid out at the maximum levels of 200%. The Company also took broad-based compensation actions for team members in store operations including:

 

 

Execution of the $15/hour minimum wages for hourly team members in the US and Canada nine months ahead of the May 2022 planned implementation;

 

 

Award of We Celebrate You and We Appreciate YouTM bonuses with a combined value of $600 for all full-time eligible field team members and $300 for all part-time eligible field team members impacting over 20,000 field team members; and

 

 

Increase of non-exempt corporate team members bonus targets to 5%, more than doubling the bonus opportunity for Fiscal 2022 for the majority of the approximately 1,300 impacted team members (minimum bonus opportunity improved from $500 to $1500 annually).

We did not make any COVID-19-related adjustments to the measured results for any of our outstanding incentive plans. Actual achievement for performance periods completed in Fiscal 2022 is shaded within the table below:

 

    Payout %  

Incentive Plan and Performance Period

  < Threshold     Threshold     Target     Maximum  

Fiscal 2022 STIP

    0     25     100     200

Fiscal 2020-2022 LTIP*

    0     25     100     200

 

*

Fiscal 2021-2023 LTIP PSU award measured achievement over the 2-year performance period ended January 29, 2022 which resulted is at the maximum payout level of 175%, however the awards vest over a three-year period and requires an additional year of service for the award to be earned prior to the payout.

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

Compensation Philosophy

Our executive compensation philosophy is to provide an attractive, competitive and market-based total compensation program tied to performance and aligned with our objectives for long-term 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.

 

Principle

   Design

Attract and retain high caliber executives.

  

The Company’s intention is for NEO target total compensation to be market-competitive with similarly-sized, comparator companies, including the Company’s 15 member peer group described elsewhere in this CDA. NEOs have base salaries and benefits that are market competitive and incentivize retention.

 

A portion of NEO long-term incentives are delivered in time-based equity that vests over three years. and promotes retention.

Deliver a majority of NEO compensation in at-risk, performance-based vehicles measuring annual and multi-year performance.

  

STIP and 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.

 

STIP and LTIP metrics are aligned with key drivers of long-term growth in shareholder value, such as, top- and bottom-line growth, and Free Cash Flow. Incentive programs measure performance against rigorous annual (STIP) and multi-year (LTIP) performance goals.

Align interests of senior management with shareholders, and require all NEOs to build a substantial interest in the Company’s shares.

  

A significant portion of NEO total compensation is delivered in equity.

 

All NEOs are subject to share ownership guidelines.

Compensation Overview, Objectives and Key Features

The Company’s executive compensation program 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 high caliber executive officers to lead our strategic growth plan.

Annual bonus (STIP)

  Motivate and reward achievement of annual financial results against established annual goals of the Company.  

Cash awards depend on the degree of achievement against annual performance targets that align with our strategic plan and focused on profitable growth.

Long-term incentives (LTIP)

 

 Time-based restricted stock units (“RSUs”)

 

 Performance-based restricted stock units (“PSUs”)

  Align management with long-term shareholder interests; retain executive officers; motivate and reward achievement of sustainable earnings growth and returns over time.  

RSUs vest upon the continuance of service; PSUs require achievement of Company financial goals over a two or three-year performance period and vest over a three-year period.

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 attract and retain talented executive officers.

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

Total Direct Compensation

The Committee strives to achieve an appropriate mix between the various elements of our compensation program to meet our compensation objectives. A significant portion of executive compensation is variable and tied to the Company’s financial performance.

The following charts illustrate the total direct compensation mix for the Company’s CEO and other NEOs during Fiscal 2022:

 

 

Approximately 87% of the CEO’s total target compensation is variable pay, comprised of 60% at-risk (variable) and 27% time-vested (variable), with the remaining 13% base salary (fixed).

 

 

The other NEOs’ average target compensation is approximately 72% variable pay, comprised of 53% at-risk (variable) and 19% time-vested (variable), with the remaining 28% base salary (fixed).

 

 

This mix of variable and fixed pay aligns with shareholder interests over the short-term and long-term.

 

 

LOGO

Summary of Target Compensation of our Chief Executive Officer in Fiscal 2022

There have been no changes to Ms. Drosos’s target base salary or target annual STIP bonus since she was hired in Fiscal 2018. In Fiscal 2022, the Committee increased the long-term incentive target under the LTIP for Ms. Drosos by $1,250,000 based on her strong performance, demonstrated leadership and position relative to the peer group median. As a result, her target total compensation increased by 12.5% for Fiscal 2022. This adjustment helped close the gap to the median compensation within the peer group.

Additionally, as described in more detail in the “Elements of NEO Compensation—Long-Term Incentive Plan” section of this CDA, the equity mix of Ms. Drosos’s LTIP was changed to a split of 60% performance-based restricted stock units (“PSUs”) and 40% time-based restricted stock units (“RSUs”) (from 50% PSUs and 50% RSUs in Fiscal 2021). The changes helped return the LTIP split closer to pre-COVID-19 levels with more emphasis on performance-based restricted stock units. The table below sets forth a comparison between Fiscal 2021 and Fiscal 2022 total CEO target compensation:

 

 

TARGET COMPENSATION

 

 

 

    

 

  Fiscal 2021 Target    Fiscal 2022 Target    % Increase  Year-Over-Year    

 

 

 

Base Salary

  $1,500,000    $1,500,000    0.0%  

 

 

 

Annual STIP Bonus

  $2,250,000    $2,250,000    0.0%  

 

 

 

Total Annual Cash

  $3,750,000    $3,750,000    0.0%  

 

 

 

Total Long-Term Equity

  $6,250,000    $7,500,000    20.0%  

 

 

 

Total Target Compensation

  $10,000,000    $11,250,000    12.5%  

 

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

Commitment to Sound Compensation Practices and Governance

 

 

 

   WHAT WE DO    

 

 

  

 

  

 

 

 

 

  

  Align pay to Company strategy and performance results

  

LOGO

 

 

 

  

  Set rigorous, objective performance goals and tie vesting of performance-based equity awards to service over multiple years

  

 

LOGO

 

 

 

  

  Oversight of compensation and benefit programs by independent Board of Directors

  

 

LOGO

 

 

 

  

  Impose and monitor meaningful stock ownership requirements

  

LOGO

 

 

 

  

  Maintain a Clawback Policy

  

LOGO

 

 

 

  

  Retain independent compensation consultant

  

LOGO

 

 

 

  

  Set maximum payout limits on all variable compensation

  

LOGO

 

 

 

  

  Mitigate undue risk in compensation programs

  

LOGO

 

 

 

  

  Require double-trigger vesting for severance and change-in-control benefits and LTIP awards

  

 

LOGO

 

 

       
 

 

   WHAT WE DO NOT DO    

 

 

  

 

  

 

 

 

 

  

  No excise tax gross-ups in connection with a change in control

  

LOGO

 

 

 

  

  No dividend equivalents paid on performance share units

  

LOGO

 

 

 

  

  No hedging transactions, short sales or pledging of Company stock

  

LOGO

 

 

 

  

  No resetting of performance targets

  

LOGO

 

 

 

  

  No excessive severance benefits

  

LOGO

 

 

 

          

 

 

 

 

          

 

 

 

 

          

 

 

 

 

          

 

 

 

 

  

 

  

 

 

 

       
       
 

 

Consideration of “Say-on-Pay” Vote

In June 2021, our Say-on-Pay proposal passed with 98.39% of the shareholder advisory votes cast in favor of the Company’s executive compensation program. The Committee concluded that shareholders were supportive of the Company’s executive compensation philosophy and design. The Committee will continue to consider Say-on-Pay results in the design of the Company’s 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 Committee sets short-term and long-term performance goals at challenging levels to incentivize outstanding achievement by our executive officers.

 

 

Variable pay makes up 87% of the CEO’s compensation, with 60% at-risk and 27% time-vested.

 

 

Variable pay for the other NEOs averages 72% with 53% at-risk and 19% time-vested.

The STIP aligns short-term cash incentives with the level of individual performance and contributions to the Company’s overall performance. For NEOs at the corporate level (all NEOs other than Ms. Singleton and Mr. Edelman), 100% of the STIP award opportunity is based on the achievement of corporate-wide performance goals.

For Fiscal 2022, the STIP performance metrics included:

 

 

50% Adjusted Operating Income; and

 

 

50% Comparable Sales.

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

For Ms. Singleton and Mr. Edelman, who have banner leadership roles, the STIP award opportunity was split evenly between corporate-wide performance goals and banner performance goals.

 

    Fiscal 2022 Annual Incentive (STIP)  
  Name           Corporate                     Banner               Payout % Range    

Virginia C. Drosos

    100     0     0-200

Joan M. Hilson

    100     0     0-200

Jamie L. Singleton

    50     50     0-200

Rebecca Wooters

    100     0     0-200

Oded Edelman

    50     50     0-200

The LTIP aligns interests of senior management with shareholders and long-term performance.

 

 

PSUs granted under the LTIP align long-term incentives with corporate-wide performance over a two or three-year period for all participants.

 

 

Payout of PSUs under the LTIP is based on the achievement of performance metrics established at the grant date measured over a two or three-fiscal year performance measurement cycle (and full vesting requires three-years of service from the beginning of the performance measurement cycle).

 

 

The Fiscal 2022 PSU grant utilized metrics of 50% Free Cash Flow and 50% Revenue, each measured over two years (Fiscal 2022 through Fiscal 2023) with an additional year of service required for vesting of these awards.

 

 

PSU payouts typically range from 0% to 200% of target, based on the level of performance achievement during the applicable performance period, with a payout of 25% of target at threshold performance and a payout of 200% of target at maximum performance.

More information with respect to the selection of these performance metrics, actual performance and resulting payouts under the STIP and LTIP, along with other elements of our executive compensation program, is provided below.

HOW EXECUTIVE COMPENSATION IS DETERMINED

Role of the Human Capital Management & Compensation Committee

The Committee sets the compensation for the Company’s NEOs and Direct Reports to the CEO to help retain and motivate them to achieve our business objectives and ensure that they are appropriately rewarded for their individual contributions to our performance and for their leadership. In doing so, the Committee considers the interests of shareholders, the financial and commercial health of the business, compensation parameters for all levels of the organization, and other conditions throughout Signet. The Committee also ensures that our executive compensation program remains competitive, as discussed above.

The Committee’s objective is to deliver and maintain competitive executive compensation in accordance with our compensation principles. In doing so, the Committee:

 

 

Annually reviews and approves executive officer incentive plans, goals and objectives to align with our Company’s performance targets and business strategies;

 

 

Annually assess risk in incentive compensation programs;

 

 

Evaluates each executive officer’s responsibilities and actual performance in light of our Company’s performance goals and business strategies;

 

 

Evaluates the competitiveness of each executive officer’s compensation package against our peer group, along with other factors such as an executive officer’s performance, retention and the availability of replacement talent;

 

 

Reviews all elements of compensation (tally sheets), including benefits, perquisites and potential payments upon termination or change of control, to understand how each element of compensation relates to other elements and to the compensation package as a whole; and

 

 

Approves and in the case of the CEO, recommends to the full Board any changes to the total compensation package of each executive officer, including but not limited to, base salary, annual and long-term incentive award opportunities, payouts and retention plans.

The Committee’s charter, which more fully sets out its duties and responsibilities, as well as other matters, can be found on our website at www.signetjewelers.com/investors/corporate-governance/documents-and-charters. In addition, please see the description of the Committee included under “Human Capital Management &

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

Compensation Committee” within the “Board of Directors and Corporate Governance” section of this Proxy Statement.

Role of Compensation Consultants

Our independent compensation consultant, Semler Brossy, is retained by the Committee to provide the following services for the benefit of the Committee:

 

 

Competitive market pay analysis for the CEO, other executive officers and non-employee Directors;

 

 

Market trends in CEO, other executive officer and non-employee Director compensation;

 

 

Pay-for-performance analysis and review of risk in the Company’s pay programs;

 

 

Advise with regard to the latest regulatory, governance, technical and financial considerations impacting executive compensation and benefit programs;

 

 

Assistance with the design of executive compensation and benefit plans, as needed;

 

 

Annual review of the compensation benchmarking peer group; and

 

 

Other items as determined appropriate by the Chair of the Committee.

Semler Brossy’s services to the Company are limited to the non-employee Director and executive compensation areas noted above; Semler Brossy has done no other work for the Company. The Committee reviews and evaluates the independence of its consultant each year and has the final authority to hire and terminate the consultant. In considering Semler Brossy’s independence, numerous factors were reviewed relating to Semler Brossy and the individuals employed by Semler Brossy 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 Committee determined that Semler Brossy is independent and that the engagement does not raise any conflict of interest.

Role of Executives

The CEO reviews with the Committee a performance assessment for each of the other NEOs and Direct Reports of the CEO, at the beginning of each fiscal year, recommends their target compensation levels, including salaries and target STIP and LTIP incentive levels. The Committee factors in these assessments and recommendations, along with other information, to determine final compensation. The Chief Financial Officer and Chief People Officer regularly attend Committee meetings upon request, but are not present for the executive sessions or for any discussion of their own compensation.

The Committee has delegated authority to the CEO to grant share-based awards under the Omnibus Plan to non-executive officers and others who do not report to the CEO subject to certain parameters with a total not to exceed $2 million, on an annual basis. Any grants made are reviewed at subsequent Committee meetings.

COMPETITIVE BENCHMARKING ANALYSIS

When analyzing the market data provided by our compensation consultant, the 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 relevance. The Fiscal 2022 peer group companies had the following characteristics:

 

 

Global retail operations;

 

 

Headquarters in North America and traded on a North American stock exchange; and

 

 

Revenue approximating Signet’s, generally ranging from half to twice the Company’s revenue.

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

For Fiscal 2022, the Committee approved the group consisting of the following 14 companies:

 

 

  Abercrombie & Fitch Co.    L Brands, Inc.*    Ulta Beauty Inc.  

 

 

  American Eagle Outfitters, Inc.    Nordstrom Inc.    Urban Outfitters Inc.  

 

 

  Capri Holdings Limited    PVH Corp.    V.F. Corporation  

 

 

  Dick’s Sporting Goods Inc.    Ralph Lauren Corporation    Williams-Sonoma, Inc.  

 

 

  Foot Locker, Inc.    Tapestry Inc.   

 

 

 

 

*

LVMH acquired Tiffany & Co. in January 2021 and Tiffany was removed from our peer group for Fiscal 2022. In August 2021, L Brands, Inc. separated into two publicly-traded entities, Victoria’s Secret and Bath & Body Works. Both Victoria’s Secret and Bath & Body Works have been retained in the peer group.

The table below shows a statistical comparison of trailing four quarter revenues and fiscal year end market capitalization between the Company and its peer group.

 

Measure

  Signet     Peer Minimum     Peer Maximum     Peer Median     Peer Average  

Revenue (in billions)

  $ 7.8     $ 3.7     $ 13.9     $ 8.0     $ 7.9  

Market Capitalization (in billions)

  $ 4.5     $ 2.2     $ 25.7     $ 8.4     $ 9.3  

The peer group was the primary source of market data for the purposes of executive compensation benchmarking for Mmes. Drosos, Hilson, and Singleton. Survey data published by Equilar, covering a broader group of retail companies with similar revenues was the primary source of market data for Ms. Wooters and Mr. Edelman.

The Committee generally targets median pay positioning for our executives and may vary positioning due to experience, performance and criticality of the role. Individually, and in the aggregate, target total compensation for the NEOs in Fiscal 2022 was within a competitive range of the market median following the base salary and long-term incentive increases described below.

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 annualized base salaries of the NEOs for Fiscal 2022 and Fiscal 2021 are listed in the table below. In March 2021:

 

 

Ms. Drosos salary was not adjusted, based on market positioning. Her strong performance was recognized in variable pay increase (long-term incentive).

 

 

Ms. Hilson received a $75,000 (9.7%) salary increase to recognize her strong performance and to improve competitive positioning relative to median market pay.

 

 

Ms. Singleton received a $75,000 (10.4%) salary increase to recognize the turnaround of Zales and strong progress of Kay Jewelers, increased responsibilities for Sourcing and to improve her competitive positioning relative to market median pay.

 

 

Ms. Wooters salary was not adjusted, based on market positioning. Her strong performance was recognized in variable pay increase (long-term incentive).

 

 

Mr. Edelman received a $50,000 (9.5%) salary increase to recognize his strong performance and improved competitive positioning relative to median market pay (this is converted to shekels via Israeli payroll system).

 

NEO

  Fiscal 2022 Salary*   Fiscal 2021 Salary   Salary Increase %

Virginia C. Drosos

  $1,500,000   $1,500,000   0.0%

Joan M. Hilson

  $ 850,000   $ 775,000   9.7%

Jamie L. Singleton

  $ 825,000   $ 750,000   10.4%

Rebecca Wooters

  $ 650,000   $ 650,000   0.0%

Oded Edelman

  $ 575,000   $ 525,000   9.5%

 

*

Amounts shown are annualized for each NEO. The salary increases occurred on March 21, 2021 and actual salary received by each NEO during Fiscal 2021 is set forth in the Summary Compensation Table.

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

Annual Bonus under the Short-Term Incentive Plan (“STIP”)

Annual bonus performance targets and actual bonuses paid under the STIP are reviewed and approved by the Committee each year. The annual STIP bonus focuses on achieving challenging annual performance objectives and 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 NEOs in banner leadership roles, such as Ms. Singleton and Mr. Edelman. In determining the performance target at the start of each year, the Committee considers the Company’s current business plans, budget and relevant market data, including the relative positioning of the Company’s performance in its sector. The Committee sets a maximum bonus payout opportunity each year, which historically has been twice the target level, and a threshold performance level, below which no payments have historically been made.

Fiscal 2022 STIP

For the Fiscal 2022 STIP:

 

 

The Committee transitioned back to a full fiscal year (twelve month) performance period from the Fiscal 2021 design which included two six-month performance periods that were established due to uncertainty related to goal setting in light of the COVID-19 pandemic.

 

 

The Committee also returned to using Comparable Sales and Adjusted Operating Income as the applicable performance metrics and reset the maximum payout to the historical maximum of 200% payout, compared to Fiscal 2021, which had a 150% maximum with a TSR modifier that was also implemented due to challenges in determining performance goals in light of the COVID-19 pandemic.

For all NEOs, other than Ms. Singleton and Mr. Edelman, the Fiscal 2022 STIP award opportunities were based 100% on the achievement of corporate-wide performance targets. As the President of Kay, Zales and Peoples and Chief Marketing Officer, Ms. Singleton’s Fiscal 2022 STIP award opportunity was based 50% on the corporate-wide performance targets noted above and 50% on Kay and Zales/Peoples banner-specific performance targets. As President of James Allen and Chief Digital Innovation Officer, Mr. Edelman’s Fiscal 2022 STIP award opportunity was based 50% on corporate-wide performance targets noted above and 50% on James Allen banner-specific performance targets. The Committee incorporated the banner-specific metrics into Ms. Singleton’s and Mr. Edelman’s Fiscal 2022 STIP award opportunity to incentivize sales growth and profitability at the banner levels and harmonize such banner’ financial goals with those of Signet as a whole.

Fiscal 2022 STIP Target

 

 

LOGO

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

Fiscal 2022 target and potential maximum STIP bonuses as a percentage of salary were as set out below. These bonus targets remained the same as Fiscal 2021 for the CEO and the NEOs.

 

NEO  

Target STIP Bonus as a

Percentage of Base Salary

 

Maximum STIP Bonus as a

Percentage of Base Salary

Virginia C. Drosos

  150%   300%

Joan M. Hilson

  100%   200%

Jamie L. Singleton

  100%   200%

Rebecca Wooters

  75%   150%

Oded Edelman

  75%   150%

Performance must exceed threshold goals to earn a STIP bonus payout, which is paid on a linear basis from 25% to 100% of the target bonus. At threshold a 25% payout is earned and below threshold performance levels, no bonus is paid to executives. Performance in excess of the target up to the maximum results in a bonus paid on a linear basis from 100% to 200% of the target bonus for Fiscal 2022. The weighting, threshold, target, maximum and actual payouts for the corporate-wide performance metrics for Fiscal 2022 STIP were as follows:

 

Corporate-Wide Performance Metrics

  Weighting   Threshold   Target   Max  

Actual &
Adjusted

Achievement

 

Payout as %

of Target

Fiscal 2022—Comparable Sales %*

  50%   16%   19%   22%   48%   200%

Fiscal 2022—Adjusted Operating Income (in millions)

  50%   $296   $342   $396   $886   200%

 

*

Comparable sales include physical and eCommerce sales.

Signet’s performance exceeded the maximum Adjusted Operating Income and Comparable Sales % performance goals in Fiscal 2022. Results were generated via extraordinary momentum throughout the year and traction of Inspiring Brilliance strategies generated market share gains.

Adjusted Operating Income is a non-GAAP measure, calculated as operating income, adjusted to reflect net non-GAAP charges of $5M related to transformation plan, asset impairments, gain on sales of in-house receivables and acquisition related costs and in addition Diamonds Direct acquisition-related operating income of $22 million was removed as the acquisition of Diamonds Direct was not anticipated when the STIP goals for Fiscal 2022 were established. The actual results for Adjusted Operating Income before the $22 million adjustment was $908M so the achievement exceeded the maximum level prior to the adjustment. These adjustments are consistent with the Company’s guidelines for adjusting incentive plan goals.

The banner-specific performance metrics in Fiscal 2022 for Kay and Zales/People applicable to Ms. Singleton, and James Allen applicable to Mr. Edelman were set at challenging levels to incentivize outstanding contributions by each respective banner to Signet’s overall performance. The Kay and Zales/Peoples banners exceeded maximum performance for under Ms. Singleton’s leadership. Similarly, James Allen’s Fiscal 2022 performance exceeded maximum performance targets under Mr. Edelman’s leadership. Aggregate banner-specific payout was at 200% of target for both Ms. Singleton as well as Mr. Edelman.

As part of the Fiscal 2022 year-end process, the Committee reviewed the actual performance achieved against the criteria set for Fiscal 2022 and approved the resulting annual bonus payments of 200% of target for the corporate and banner STIP programs as shown in the table below.

 

  NEO   Total Bonus Earned for Fiscal 2022

 

  Virginia C. Drosos

 

 

$4,500,000

 

  Joan M. Hilson

 

 

$1,679,807

 

  Jamie L. Singleton

 

 

$1,629,807

 

  Rebecca Wooters

 

 

$   975,000

 

  Oded Edelman

 

 

$   852,404

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

Long-Term Incentive Plan (“LTIP”)

The Committee believes that long-term share-based incentives are important vehicles to retain key executive officers, ensure the executive officers focus on long-term results, and align their interests with those of shareholders.

Long-term incentive grants are generally made at the same time as the annual compensation reviews. The value delivered through long-term incentives is determined holistically in the context of total compensation levels. This process, as described above, considers benchmarking data, retention needs, level of responsibility and individual performance.

Fiscal 2022 LTIP Grants

Fiscal 2022 LTIP grants were issued under the Omnibus Plan in March 2021 in a mix of 60% PSUs and 40% RSUs (reflecting a change from the LTIP mix of 50% PSUs and 50% RSUs in Fiscal 2021).

 

 

Ms. Drosos’s target LTIP award value was increased by $1,250,000 to $7,500,000 to reward her outstanding Company leadership, strong performance and to bring her closer to the market median.

 

 

Ms. Hilson’s target LTIP target was increased from 175% to 225% of salary to reward her outstanding financial leadership, strong performance and to bring her closer to the market median.

 

 

Ms. Singleton’s target LTIP award was increased from 175% to 225% of salary to reward her outstanding banner leadership, strong progress of Kay and Zales and to bring her closer to the market median.

 

 

Ms. Wooters’s target LTIP award was increased to 125% from 110% of salary to reward her outstanding progress in our digital transformation and her strong performance.

 

 

Mr. Edelman’s target LTIP was increased to 125% from 100% of salary to reward his outstanding leadership in diamond sourcing and to maintain his competitive market pay positioning.

NEO LTIP targets expressed as a percentage of salary are shown in the table below:

 

  NEO   Target LTIP Bonus

 

  Virginia C. Drosos

 

 

500% of Base Salary

 

  Joan M. Hilson

 

 

225% of Base Salary

 

  Jamie L. Singleton

 

 

225% of Base Salary

 

  Rebecca Wooters

 

 

125% of Base Salary

 

  Oded Edelman

 

 

125% of Base Salary

The number of PSUs and RSUs granted to NEOs in Fiscal 2022 was based upon an award methodology using the average closing price of the Company’s Common Shares on the NYSE for the 20 trading days leading up to and including the grant date. The PSUs and RSUs were granted on March 22, 2021, based on a stock price of $55.20

Fiscal 2022-2024 PSUs

The Committee elected to maintain a shortened performance measurement period of two cumulative years, compared to historic three-year performance periods. The two-year performance period recognized continued economic uncertainties while the three years of vesting service requirement assisted with retention. The performance metrics for the Fiscal 2022 PSUs were weighted 50% on Free Cash Flow and 50% on Revenue similar to Fiscal 2021 LTIP, and these metrics were chosen to ensure focus on top- and bottom-line growth and working capital efficiency. Free Cash Flow, a non-GAAP measure, is defined as the net cash provided by operating activities less purchases of property, plant and equipment. Management considers this to be helpful in understanding how the business is generating cash from its operating and investing activities that can be used to meet the financing needs of the business.

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

Fiscal 2022-2024 RSUs

One third of the RSUs granted under the Fiscal 2022 through 2024 LTIP vest on each of the first, second and third anniversary of the grant date subject to continued service with the Company.

LTIP Performance Targets

 

 

LOGO

The level of achievement for two-year cumulative Free Cash Flow and Revenue will payout at 25% (minimum) upon achievement of threshold levels of target performance, 100% upon achievement of target performance and 200% at upon achievement of the maximum target levels of performance.

Fiscal 2022—2024 LTIP Payout Schedule

 

Performance Measure   Weighting  

Threshold

(Pays 25% of

Target Award)

 

Target

(Pays 100% of
Target Award)

 

Maximum

(Pays 175% of
Target Award)

 

2-Year Cumulative Revenue

 

 

50%

 

 

97% of target performance

 

 

100%

 

 

103% of target performance

 

2-Year Cumulative Free Cash Flow

 

 

50%

 

 

91% of target performance

 

 

100%

 

 

112% of target performance

The performance targets and actual performance as measured against the targets will be disclosed at the end of the two-year performance period and the awards will vest after an additional year of service, ending during the third year following the grant date.

Fiscal 2022-2024 RSUs

One third of the RSUs granted under the Fiscal 2022 through 2024 LTIP vest on each of the first, second and third anniversary of the grant date subject to continued service with the Company.

Determinations Related to Vesting of Previously Granted Performance-Based LTIP Awards

In March 2022, the Committee certified performance results for two PSU cycles. The first award, the Committee certified performance for the three-year PSUs granted in Fiscal 2020, covering the performance period of Fiscal 2020 through 2022. These awards were weighted based on 80% on cumulative adjusted operating income (“LTIP Operating Income”) and based on 20% return on invested capital (“LTIP ROIC”). 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 income 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.

No COVID-19-related adjustments were made to the performance goals for any of the outstanding LTIP cycles despite the disruption of the pandemic on the Company’s ability to achieve such performance goals. Adjustments were

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

made to account for the Diamonds Direct acquisition since these amounts were not contemplated at the time the goals were set. The Company removed $22 million of LTIP Operating Income and a 0.5% impact of ROIC related to Diamonds Direct. The actual results prior to adjustments were LTIP Operating Income of $1,383 million and ROIC of 13.6% which exceeded the maximum goals for each metric.

Adjusted performance results for these LTIP goals during the Fiscal 2020 through 2022 performance period are shown below. The awards met the maximum payout level and therefore vested at 200%.

 

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)

 

LTIP Operating Income (in millions)

 

 

80%

 

 

$926.8

 

 

$993.0

 

 

$1,125.4

 

 

$1,361

 

 

200%

 

LTIP ROIC

 

 

20%

 

 

9.8%

 

 

10.5%

 

 

11.94%

 

 

14.1%

 

 

200%

For the second award, the Committee also certified performance results for the Fiscal 2021 through 2023 PSUs, covering a two-year performance period (Fiscal 2021 and 2022) that require an additional year of service for vesting purposes. These awards were weighted 50% based on Revenue and 50% based on Adjusted Free Cash Flow, a non-GAAP measure calculated as Free Cash Flow, less non-recurring proceeds received related to the sale of in-house financing receivables of $81 million in Fiscal 2022 and income tax refunds resulting from the CARES Act legislation of $183 million in Fiscal 2021.

No COVID-19-related adjustments were made to the performance goals for any of the outstanding LTIP cycles despite the disruption of the pandemic on the Company’s ability to achieve such performance goals. Adjustments were made to account for the Diamonds Direct acquisition since the acquisition was not contemplated at the time the goals were set. As a result, the Company reduced Revenue by $133 million and Adjusted Free Cash Flow by $28 million for purposes of the payout calculation. The actual results prior to these adjustments were Revenue of $13,053 million and Adjusted Free Cash Flow of $2,152 million which both exceeded the maximum goal for the metric.

Actual performance for these measures during the Fiscal 2021 through 2023 performance period are shown below. The awards exceeded the maximum payout level and therefore 175% vesting will occur and the awards will payout following an additional year of service. The maximum payout level for this cycle was reduced from 200% to 175% due to a concern over share usage in the Omnibus plan given the low stock price and uncertainty in the market at the time of the grant was made related to COVID-19.

 

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)

 

Revenue (in millions)

 

 

50%

 

 

$9,468

 

 

$9,655

 

 

$10,033

 

 

$12,920

 

 

175%

 

Adjusted Free Cash Flow (in millions)

 

 

50%

 

 

$299

 

 

$351

 

 

$456

 

 

$2,124

 

 

175%

Retirement & Deferred Compensation

The Company provides retirement and deferred compensation benefits to NEOs and all eligible team members, both as a retention mechanism and to provide a degree of post-retirement financial security, through the Company-sponsored Signet Jewelers 401(k) Retirement Savings Plan (the “401(k) Plan”), which is a qualified plan under federal guidelines, and the Deferred Compensation Plan (the “DCP”).

Under federal guidelines, the 401(k) Plan contributions by senior management may be reduced based on the participation levels of lower-paid team members. Effective January 1, 2021, following the reopening of stores and returning from furlough, the Company reinstated its matching contributions to pre-COVID-19 levels which allows for 50% match on the participant’s elective salary and/or bonus deferral up to a maximum of 8% of the employee’s contribution. Under the DCP, managers are eligible to contribute up to 15% of base salary and/or bonus.

Prospectively, the retirement definition was harmonized across all compensation and retirement benefit programs. The new retirement definition is attainment of age 60 and 5 years of service. This will provide for full vesting of all Company matching balances in the 401(k) and DCP prospectively once the retirement age and service is attained.

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

We do not offer any retirement benefits to our Israeli-based executive officers including Mr. Edelman, except for social benefits required pursuant to Israeli labor laws, or are common practice in Israel and are generally available to all Israeli team members, and as set forth in the personal employment agreements, as amended, that Mr. Edelman entered into with an Israeli subsidiary of the Company (described in more detail below under the “NEO Agreements” section of this Proxy Statement). For example, we contribute 8.33% of each Israeli team member’s monthly base salary each month to an investment fund for the benefit of such team member (provided that certain team members may elect to receive a portion of such monthly amount as additional salary in lieu of it being contributed to such investment fund), which will be released to such team member upon termination of employment for any reason, including retirement. In addition, we make a monthly payment of up to 6.5% of each team member’s monthly base salary to another insurance or pension fund (provided that certain team members may elect to receive a portion of such monthly amount as additional salary in lieu of it being contributed to such insurance or pension fund), which accrued amount may be withdrawn by the team member after retirement or, subject to various tax restrictions in Israel, after leaving our employment. The amounts of the above referenced benefits contributed by us to Mr. Edelman in Fiscal 2022 are specified the Summary Compensation Table below.

Perquisites

NEOs receive a limited number of perquisites and supplemental benefits:

 

 

The Company covers the cost of physical examinations for the CEO to facilitate and encourage her to maintain her health and well-being.

 

 

Relocation benefits are provided, including reimbursement for a spouse’s travel expenses where the spouse has not also relocated.

 

 

Where applicable, small retirement gifts may be given.

 

 

In addition, in limited circumstances, where it is appropriate that spouses attend business related functions, Signet reimburses NEOs for the travel expenses of spouses. None of this occurred during Fiscal 2022.

 

 

The Company does not provide any tax gross-up payments for any perquisites other than for relocation payments where applicable, and in Fiscal 2022, relating to tax liability under Section 409A of the Internal Revenue Code for dividend payments that were inadvertently delayed by the Company.

 

 

Also, as is customary in Israel and applicable to all Israeli employees, we provide our Israeli team members with a certain amount of monthly contributions equal to 8.33% of their base salary for the benefit of each team member’s study and training purposes. The amounts of such benefits provided to Mr. Edelman in Fiscal 2022 are specified in the Summary Compensation Table below.

OTHER POLICIES AND PRACTICES

Clawback Policy

The Committee has adopted a Clawback Policy that provides that in the event of a material restatement of the Company’s financial results, the Committee will recalculate incentive compensation based on the restated results. In the event of an overpayment, the Company may seek to recover the difference. Similarly, in the interest of fairness, should a restatement result in an under payment of incentive compensation, the Company will make up any difference. The Committee may also provide that the participant’s rights under an award are subject to reduction, cancellation, forfeiture or recoupment, upon (a) breach of non-competition, non-solicitation, confidentiality or other restrictive covenants that re applicable to the participant, (b) a termination of the participants employment for cause, or (c) other conduct by the participant that is detrimental to the business or reputation of the Company and/or its affiliates.

The Company will be subject to any SEC or NYSE rules on clawbacks and that such rules will apply in lieu of the Company’s policy to the extent they are inconsistent. The Company will continue to monitor the rule proposal relating to the clawback of incentive compensation and proposed updates the Claw Back Policy will be presented to the Human Capital Management & Compensation Committee once the rules are final.

Share Ownership Policy

It is the Company’s policy that executive officers build a holding of Common Shares. The guidelines for these holdings for the NEOs are currently as follows:

 

 

Five times annual base salary: CEO

 

 

Three times annual base salary: All other NEOs

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

All executives are expected to build their holdings and are required to hold 50% of net after-tax shares received upon vesting or payout until their respective holding requirements are met. 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 other team members who is a security holder to engage in transactions that would separate the risks and rewards of ownership of Company securities from actual ownership of those securities. In addition, the Company strictly prohibits any pledging or holding of Company shares in a margin account by any officer, Director or other team members of the Company.

Health & Welfare

NEOs participate in various health and welfare programs, as well as life insurance and long-term disability plans, which are generally available to other executive officers of the Company.

Agreements with NEOs

Each NEO has a termination protection agreement with the Company, (or in Mr. Edelman’s case, an employment agreement) setting forth the terms of the NEO’s employment with the Company. The principal terms of these agreements are described under the “NEO Agreements” section of this Proxy Statement.

On March 15, 2022, the Company entered into amended and restated Termination Protection Agreements or similar arrangements with the CEO and each of the Company’s NEOs. Changes to these agreements followed a review of current market and peer company practices and were aimed at streamlining the terms, as further described below.

Termination for Cause and Violation of Non-Compete and Non-Solicitation Covenants

 

 

PSUs and RSUs will not vest if termination for cause occurs before the conclusion of the performance or vesting period.

 

 

All NEO termination protection agreements contain a non-competition covenant that has a 12-month post-employment term, as well as a non-solicitation covenant that has a post-employment term between 12 months and two years.

 

 

Violation of the non-compete or non-solicitation covenants will result in cessation of severance payments, potential litigation and the Company’s ability to seek injunctive relief and damages.

 

 

For more information concerning the NEO termination protection agreements and employment agreement, see “NEO Agreements” below.

DEDUCTIBILITY OF EXECUTIVE COMPENSATION

In general, Section 162(m) of the Internal Revenue Code (“Section 162(m)”) denies a federal income tax deduction to the Company for compensation in excess of $1 million per year paid to certain team members (the “Covered Employees”). Prior to 2018, Section 162(m) included an exception from the deduction limitation for “qualified performance-based compensation,” however, the Tax Cuts and Jobs Act, enacted on December 22, 2017, eliminated the “qualified performance-based compensation” exception effective for tax years beginning after December 31, 2017. As a result, beginning in 2018, compensation paid to certain executive officers in excess of $1 million will generally be nondeductible, whether or not it is performance-based.

The Tax Cuts and Jobs Act includes a transition rule under which the changes to Section 162(m) described above will not apply to compensation payable pursuant to a written binding contract that was in effect on November 2, 2017 and is not materially modified after that date. To the extent applicable to the Company’s existing contracts and awards, the 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 Committee has designed the executive compensation program with tax considerations in mind, the 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.

 

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Compensation Committee Report

The Human Capital Management & Compensation Committee has reviewed and discussed with the Company’s management the Compensation Discussion and Analysis section of this Proxy Statement required by Item 402(b) of Regulation S-K. Based on this review and discussion, the Human Capital Management & Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Proxy Statement.

Members of the Human Capital Management & Compensation Committee:

Nancy Reardon (Chair)

R. Mark Graf

Jonathan Seiffer

Eugenia Ulasewicz

 

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Executive Compensation Tables

SUMMARY COMPENSATION TABLE

The following table sets forth the compensation during Fiscal 2022, Fiscal 2021 and Fiscal 2020, as applicable, paid to or earned by NEOs.

 

NEO & Position

 

Fiscal

Year

  Salary(1)(2)   Bonus   Stock
Awards(3)(4)
  Non-Equity
Incentive  Plan
Compensation(5)
  All Other
Compensation(6)
  Total

Virginia C. Drosos

Chief Executive

Officer

      2022     $ 1,500,000     $ 0     $ 6,814,324     $ 4,500,000     $ 139,136     $ 12,953,460
      2021     $ 1,368,359     $ 0     $ 6,145,991     $ 4,500,000     $ 170,244     $ 12,184,594
      2020     $ 1,500,000     $ 0     $ 4,720,479     $ 2,853,000     $ 148,791     $ 9,222,270

Joan M. Hilson

Chief Financial and

Strategy Officer

      2022     $ 839,904     $ 0     $ 1,737,636     $ 1,679,808     $ 20,357     $ 4,277,705
      2021     $ 699,735     $ 0     $ 1,333,671     $ 1,347,548     $ 10,782     $ 3,391,736
      2020     $ 605,769     $ 0     $ 1,080,829     $ 665,700     $ 43,009     $ 2,395,307

Jamie L. Singleton

President—Kay, Zales and Peoples and Chief Marketing Officer

      2022     $ 814,904     $ 0     $ 1,686,529     $ 1,629,808     $ 59,887     $ 4,191,128
      2021     $ 664,929     $ 0     $ 1,290,647     $ 1,289,296     $ 115,579     $ 3,360,451
      2020     $ 545,192     $ 50,000     $ 475,985     $ 405,281     $ 33,414     $ 1,509,872

Rebecca Wooters

Chief Digital Officer

      2022     $ 650,000     $ 0     $ 738,167     $ 975,000     $ 9,240     $ 2,372,407
      2021     $ 477,431     $ 0     $ 990,301     $ 975,000     $ 1,573     $ 2,444,305

Oded Edelman(7)

President—James Allen and Chief Digital Innovation Officer

      2022     $ 585,806     $ 0     $ 653,005     $ 852,404     $ 130,712     $ 2,221,927
      2021     $ 514,464     $ 0     $ 516,251     $ 787,500     $ 110,646     $ 1,928,861
     

 

 

 

 

 

     

 

 

 

 

 

     

 

 

 

 

 

     

 

 

 

 

 

     

 

 

 

 

 

     

 

 

 

 

 

     

 

 

 

 

 

 

(1)

The amounts reflected in the table above represent actual salary earned during Fiscal 2022. Amounts reflected in the table for Fiscal 2021 included COVID-19-related pay reductions.

 

(2)

Mss. Hilson and Singleton and Mr. Edelman received salary increases effective March 21, 2021.

 

(3)

In accordance with FASB Topic 718, the amounts calculated are based on the aggregate grant date fair market value of the restricted share units and performance-based restricted share units. For information on the valuation assumptions, refer to Note 27 in Signet’s Annual Report on Form 10-K for Fiscal 2022. 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. Grants made during Fiscal 2022 are detailed in the “Grants of Plan Based Table.”

 

(4)

Details of the annual LTIP grants including changes in annual targets are detailed in the “CDA-Fiscal 2021 LTIP Grants.” Ms. Wooters fiscal 2021 stock award included a $350,000 grant made pursuant to her offer of employment.

 

(5)

The amounts in the table above reflect the actual STIP awards earned for Fiscal 2022 at a 200% earned achievement level as referenced in the “CDA—Elements of NEO Compensation—Annual Bonus under the Short-Term Incentive Plan “STIP”.

 

(6)

The table below provides the incremental Fiscal 2022 cost to the Company for each of the elements included in the “All Other Compensation” column above.

 

NEO

 

401(k)

Matching

Contribution(a)

 

DCP

Matching

Contribution(a)

 

Health Care

Reimbursements

Related to

Physical Exam

 

Life and

Disability

Insurance

Premiums

  Relocation
Assistance(b)
  Perquisites(c)   Total

Virginia C. Drosos

    $ 12,162     $ 117,692     $ 1,800     $ 7,482     $     $     $ 139,136

Joan M. Hilson

    $ 8,873     $     $     $ 11,484     $     $     $ 20,357

Jamie L. Singleton

    $ 8,873     $     $     $ 11,484     $ 39,530     $     $ 59,887

Rebecca Wooters

    $ 3,760     $ 2,000     $     $ 3,480     $     $     $ 9,240

Oded Edelman

    $     $     $     $     $     $ 130,712     $ 130,712

 

  (a)

401(k) and DCP Company matches were suspended during a portion of Fiscal 2021. Reinstatement of Company matches for both plans became effective January 2021. DCP match includes any applicable match on bonus earned for Fiscal 2022 performance.

 

  (b)

Amount reported for Ms. Singleton’s includes $23,975 in relocation expenses and tax gross-up of $15,555 for relocation expenses.

 

  (c)

Amount reported for Mr. Edelman includes certain Israeli benefits, including employer contributions in Fiscal 2022 to Mr. Edelman’s pension fund ($36,009), education fund ($44,297), and severance fund ($50,406).

 

(7)

Mr. Edelman’s primary work location is in Israel and the salary is paid in New Israeli Shekels (NIS) on a monthly basis, similar to other Israeli team members. Mr. Edelman elected to receive cash in lieu of having supplemental deposits (in excess of satisfying the Israeli statutory requirements) for pension, education and severance funds that in total were approximately $104,000 USD. These cash payments were taxable to Mr. Edelman. Mr. Edelman’s non-equity compensation was also paid in NIS. For purposes of this presentation, these amounts were converted to USD based on a conversion rate of $0.31934 to 1 NIS (the monthly average conversion rate in January 2022).

 

SIGNET JEWELERS

  57  

2022 PROXY STATEMENT


Table of Contents

EXECUTIVE COMPENSATION TABLES

 

 

 

The table below provides the potential value of Fiscal 2022 PSUs at target (as included in the amounts reported in the Summary Compensation Table above) and maximum level of performance.

 

NEO

 

Potential Value at

Target Level

   

Potential Value at

Maximum Level

 

Virginia C. Drosos

  $ 4,098,061     $ 8,196,121  

Joan M. Hilson

  $ 1,045,013     $ 2,090,026  

Jamie L. Singleton

  $ 1,014,248     $ 2,028,495  

Rebecca Wooters

  $ 443,934     $ 887,869  

Oded Edelman

  $ 392,709     $ 785,418  

GRANTS OF PLAN-BASED AWARDS

Set forth below is information concerning grants of plan-based awards made during Fiscal 2022 under the Omnibus Plan.

 

            Estimated Possible
Payouts Under

Non-Equity  Incentive
Plan Awards(4)
  Estimated Future
Payouts Under
Equity Incentive
Plan  Awards(5)
     

All other

Stock Awards:

Number

of Shares

or Units

 

Grant Date

Fair Value

of Stock and

Option
Award(6)

NEO        Grant Date   Target   Max   Threshold   Target   Max
Virginia C. Drosos       (1)      

 

 

 

    $ 2,250,000     $ 4,500,000    

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

 

      (2)         March 22, 2021