Amendment: SEC Form 10-K/A filed by Fossil Group Inc.

FOSSIL GROUP, INC.

FORM 10-K/A

INDEX

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Directors

The table below sets forth the names of the current members of the Board of the Company along with their current ages, their current position and approximate tenure on the Board as of April 22, 2025.

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The following sets forth biographical information and qualifications and skills for each director:

Mark R. Belgya

Mark R. Belgya was appointed to the Board in May 2018, and he is currently Chairman of the Company’s Audit Committee and a member of the Compensation and Talent Management Committee. Mr. Belgya served as Vice Chair and Chief Financial Officer of The J.M. Smucker Company (NYSE: SJM), a leading manufacturer and distributor of consumer food, beverage, and pet food products (“Smucker”), from May 2016 until his retirement in September 2020. Mr. Belgya joined Smucker in an internal audit capacity in 1985 and rose through finance positions of increasing responsibility becoming Corporate Controller in 1997, Treasurer in 2001, and Chief Financial Officer in 2005. Prior to joining Smucker, Mr. Belgya was a staff auditor from 1982 until 1985 for Ernst & Whinney, a multinational professional services and consultancy, now known as Ernst & Young. Mr. Belgya currently serves on the board of directors of Hamilton Beach Brands Holding Company (NYSE: HBB), a designer, marketer, and distributor of consumer, commercial, and specialty small appliances and kitchen equipment brands, where he serves on the Audit Review Committee, Compensation and Human Capital Committee and Planning Advisory Committee. Mr. Belgya has extensive leadership experience as Chief Financial Officer of a large multinational organization and possesses a deep understanding of risk and capital allocation for growth, developed through his finance and accounting positions held at Smucker, his various board positions and his public accounting experience and has been determined by the Board to meet the qualifications of an “audit committee financial expert” in accordance with SEC rules.

Pamela B. Corrie

Pamela B. Corrie was appointed to the Board in March 2024, and she is currently a member of the Company’s Audit Committee, Nominating and Corporate Governance Committee and Strategic Planning and Finance Committee. Ms. Corrie has over 25 years of experience in complex corporate turnarounds and restructuring strategy. After practicing law at Weil, Gotshal & Manges for a decade, Ms. Corrie served in multiple executive leadership roles, including as the General Counsel for Risk and Restructuring at General Electric Capital Corporation, Americas from 2003 to 2015. She also served as Chief Executive Officer, Corporate division of Epiq Systems, Inc., a provider of legal and business services from 2015 to 2016, Chief Restructuring Officer of ABC Carpet and Home, Inc. from 2017 to 2019, and was a Managing Director at the financial advisory firm of Carl Marks Advisors from 2018 to 2023. Ms. Corrie currently holds board positions at Burford Capital Limited (NYSE:BUR), since January 2024, where she serves as a member of the Audit and Nominating and Governance Committees; AIG Financial Products, since 2022; and iFIT Health and Fitness Inc., since 2022, where she serves as Chair of the Nominating and Governance Committee and as a member of the Audit, Compensation and Special Committees. Ms. Corrie also previously served on a number of boards since 2019, including Pier 1 Imports, Inc., Lord & Taylor, Bed, Bath & Beyond (director of 15 subsidiaries), Boxed, Inc., Spark Networks SE, Blockfi Wallet LLC, Altera Infrastructure Holdings LLC, Katera, Inc. and AM Castle. Ms. Corrie was originally selected for her position as a director pursuant to the terms of the Company’s Cooperation Agreement with Buxton. Ms. Corrie has extensive experience in corporate restructurings and turnarounds and has been determined by the Board to meet the qualifications of an “audit committee financial expert” in accordance with SEC rules.

Susie Coulter

Susie Coulter was appointed to the Board in December 2022, and she is currently a member of the Company’s Nominating and Corporate Governance Committee and Strategic Planning and Finance Committee. Ms. Coulter is the founder and Chief Executive Officer of ARQ Botanics LLC, a personal care company specializing in all-natural skin care products. Previously, Ms. Coulter was the co-founder and served as Chief Executive Officer of Bronty Beauty LLC, a beauty company specializing in all-natural skin care products, from January 2017 to December 2020. From November 2012 to March 2016, Ms. Coulter served as the President of Victoria’s Secret Beauty for L Brands, Inc. (n/k/a Victoria’s Secret & Co., which was separated from L Brands, Inc. in 2021). From 1998 to 2012, Ms. Coulter served in a number of executive leadership roles, most recently as President of Polo Ralph Lauren Retail Stores, at Ralph Lauren Corporation, an apparel retailer. Ms. Coulter serves on the board of directors of Abercrombie & Fitch

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Co., where she is Chair of the Environmental, Social and Governance Committee and a member of the Nominating and Governance Committee. Ms. Coulter has executive leadership experience having served as a founder and chief executive officer in addition to her roles as president for large global retail organizations. Ms. Coulter also has experience with supply chain and logistics, marketing, global operations, omnichannel and digital commerce, branding, product sourcing and development, merchandising and consumer facing retail. In addition, Ms. Coulter has experience with corporate governance, environmental, social and risk management and is NACD Directorship Certified.

Eugene I. Davis

Eugene I. Davis was appointed to the Board in March 2024, and he is currently a member of the Company’s Audit Committee and Chairman of the Strategic Planning and Finance Committee. Mr. Davis, over the course of the past 40 years, has served as chairman, chairman of audit, compensation, nominating and governance, finance, and special committees, director, chief executive officer or chief restructuring officer of more than 250 public and private companies and businesses operating in diverse sectors, including consumer products and retail. During the past five years, Mr. Davis was a member of the board of directors of each of Aeromexico, Babylon Holdings Limited, Bluestem Group Inc., F45 Training Holdings Inc., GTT Communications, Inc., Hycroft Mining Holding Corporation, Loyalty Ventures Inc., MediaMath Holdings, Inc., Parker Drilling Company, PGX Holdings, Inc., Skillsoft Corp., Verso Corporation, and VICI Properties Inc. Mr. Davis does not currently serve on the board of directors of any other public company. In his capacity as an executive, director and advisor he has managed, restructured, sold, liquidated and advised businesses across multiple sectors on business transformations, complex transactions, operational turnarounds and leadership succession planning. He is currently the Chairman and Chief Executive Officer of PIRINATE Consulting Group, LLC, a privately held consulting firm specializing in turnaround management, merger and acquisition consulting and strategic planning advisory services for domestic and international public and private business entities. Mr. Davis has extensive leadership, finance and governance experience, has served in an executive capacity in a broad range of industries and has led the restructuring efforts at a number of companies and has been determined by the Board to meet the qualifications of an “audit committee financial expert” in accordance with SEC rules.

Franco Fogliato

Franco Fogliato was appointed Chief Executive Officer and a member of the Board effective September 18, 2024. Mr. Fogliato most recently served as President and Chief Executive Officer of Salomon, a division of Amer Sports, Inc. (NYSE: AS), from November 2021 until April 2024. Amer Sports designs, manufactures, markets, distributes and sells sports equipment, apparel, footwear and accessories. Previously, from November 2013 to October 2021, Mr. Fogliato served in various roles for Columbia Sportswear Company (NASDAQ: COLM), a leading innovator in active outdoor apparel, footwear, accessories and equipment, most recently as Executive Vice President and President Global Omnichannel. From January 2004 to October 2013, Mr. Fogliato served as Chief Executive Officer at Billabong Group Europe (formerly BBG: ASX), a surf, swim and lifestyle apparel company. Mr. Fogliato has executive leadership, retail, omnichannel, restructuring, strategic, marketing and international experience having served in a number of leadership positions for global brands at public companies. Mr. Fogliato holds an MBA from The Open University Business School, a BA from the University of Venice and is certified in Corporate Governance by INSEAD.

Kevin Mansell

Kevin Mansell was elected to the Board in May 2019, and he is currently Chairman of the Board and Chairman of the Company’s Compensation and Talent Management Committee. Mr. Mansell served as Chairman, CEO and President of Kohl’s Corporation (NYSE: KSS), one of the largest department store retail chains in the United States (“Kohl’s”), until his retirement in May 2018. Mr. Mansell joined Kohl’s in 1982 as a Divisional Merchandise Manager and was promoted to General Merchandise Manager in 1987. Mr. Mansell was promoted to Senior Executive Vice President of Merchandising and Marketing of Kohl’s in 1998, and was named President and Director in 1999. He was promoted to Kohl’s CEO in 2008 and named Chairman of the Board in 2009. Prior to joining Kohl’s, Mr. Mansell spent seven years in the Venture Store division of The May Department Stores Company, an American department store holding company, where he held a variety of positions in buying and merchandising. Mr. Mansell serves as a director, the co-chair of the Nominating and Corporate Governance Committee and as a member of the Talent and Compensation Committee of Columbia Sportswear Company (NASDAQ: COLM), a leading

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innovator in active outdoor apparel, footwear, accessories, and equipment. Mr. Mansell is the former Chair of the Board of Directors of Chico’s FAS, Inc., an omnichannel specialty retailer of women’s private branded casual-to-dressy clothing, intimates, and complementary accessories. Mr. Mansell has leadership experience as the CEO of a large national organization, over 40 years of retail experience and extensive public company, strategic, human capital management, compensation and financial experience.

Marc Rey

Marc Rey was appointed to the Board in July 2020 and is currently a member of the Company’s Compensation and Talent Management Committee and Strategic Planning and Finance Committee. Mr. Rey currently serves as an advisor to beauty companies. Mr. Rey served as the Chief Executive Officer of Beautycounter, a private clean beauty brand, from February 2022 to June 2023. Mr. Rey served as President and Chief Executive Officer of Shiseido Americas, a division of Shiseido Company Limited, and Chief Growth Officer of Shiseido Group Limited, a leading global beauty brand, from September 2015 until September 2020. From July 2014 until August 2015, Mr. Rey served as Senior Vice President for Coty North America and President of Coty USA, a leading global beauty company, and served as Regional Vice President North America from December 2012 to July 2014. From March 2009 to July 2012, Mr. Rey served in various roles for L’Oreal USA, including President International Designers Collections from September 2010 to July 2012, President Specialty Beauty Group from October 2009 to September 2010 and President Giorgio Armani and Yves Saint Laurent Beauty USA from March 2009 to October 2009. Mr. Rey has extensive leadership experience as the CEO of a major beauty company and has over 30 years of consumer products experience, as well as growth, turnaround, change management, digital transformation, multichannel and brand marketing, retail, commercial, international and human capital experience.

Gail B. Tifford

Gail B. Tifford was appointed to the Board in August 2017, and she is currently the Chair of the Company’s Nominating and Corporate Governance Committee. Ms. Tifford has served as a partner at True Search, a global platform for talent management products and services, since May 2022. Ms. Tifford previously served as Chief Brand Officer for WW International, Inc. (f/k/a Weight Watchers), a global weight management service company, from March 2018 until August 2021. Previously, Ms. Tifford served in a variety of leadership roles at Unilever, a leading global consumer goods company that offers products in the food, home care, personal care and refreshment segments. Her roles included brand, marketing, and digital innovation from 1996 until 2009, and after she rejoined Unilever in 2011, most recently serving as Vice President, Media North America and Global Digital Media Innovation. From October 2009 until May 2011, Ms. Tifford served as Vice President for Strategic Partnerships at MTV Networks, a cable and satellite television channel owned by Viacom Media Networks. Ms. Tifford has substantial experience in executive leadership, media, ecommerce, branding and marketing and a proven track record of building brands in an evolving digital landscape.

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Executive Officers

The name, age, and current position with the Company, and principal occupation during the last five years of (i) Mr. Fogliato and the year he first became an executive officer of the Company is set forth above under the caption “Directors” and (ii) with respect to each remaining executive officer as of April 22, 2025 is set forth in the following table and text:

Antonio Carriero

Antonio Carriero has served as Chief Digital Information Officer and General Manager EMEA since February 2025. Mr. Carriero is responsible for overseeing the Company’s global technology strategy, operations, cybersecurity, and the development of digital capabilities. Mr. Carriero also leads the commercial business for the Company’s EMEA region. Most recently, he served as Chief Digital and Information Officer at Salomon (Amer Sports), a leading global mountain sports lifestyle brand, from November 2023 to November 2024. Prior thereto, he served as Chief Digital and Information Officer at Breitling SA, a global luxury watch brand, from December 2017 until November 2023.

Randy Greben

Randy Greben has served as Chief Financial Officer since March 2025. Mr. Greben is responsible for the management of the Company’s global finance, accounting, tax, treasury and investor relations. Mr. Greben most recently served as Chief Financial & Operating Officer at Casper Sleep Inc., an omni-channel retailer in the mattress/sleep industry, from October 2022 until February 2025. Previously, from January 2021 to October 2022, Mr. Greben served as Chief Financial Officer of Blue Apron, a former publicly traded subscription meal kit business. From March 2017 to December 2019, Mr. Greben also served as Chief Financial Officer and Senior Vice President at ANN Inc., a subsidiary of the Ascena Retail Group (NASDAQ: ASNA) at the time of employment, a leading women’s specialty retail company. Mr. Greben also held various senior finance roles, including Chief Financial Officer, with Quidsi, a wholly-owned subsidiary of Amazon.com (NASDAQ: AMZN) at the time of employment, operating six URLs focused on the parents, young children, household and pets segments of e-commerce.

Randy Hyne

Randy Hyne has served as Chief Legal Officer and Secretary since March 2024. Mr. Hyne is responsible for the Company’s global legal operations. Prior to his current position with the Company, Mr. Hyne served as General Counsel and Secretary since April 2004.

Melissa B. Lowenkron

Melissa B. Lowenkron has served as Chief Brand Officer since March 2023. Ms. Lowenkron is responsible for brand strategy and management and product design, development, merchandising and marketing for FOSSIL, MICHELLE, SKAGEN and ZODIAC. Ms. Lowenkron joined the Company in January 2022 as Senior Vice President and General Manager, Fossil Brand. Prior to joining the Company, Ms. Lowenkron served as the Senior Vice President/General Merchandising Manager for handbags, ladies shoes, beauty and jewelry at Neiman Marcus Group, a luxury department store, from October 2018 to February 2021. From April 2014 to October 2018, Ms. Lowenkron

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served as the Senior Vice President/General Merchandising Manager for ready-to-wear, handbags, ladies shoes, beauty, jewelry, men’s and kids at Bergdorf Goodman, a subsidiary of Neiman Marcus Group. Ms. Lowenkron joined Neiman Marcus Group in 1997 and held various other leadership positions, including Vice President/Divisional Merchandising Manager Men’s Sportswear from October 2010 to April 2014.

Joe Martin

Joe Martin has served as Chief Commercial Officer since February 2025. Mr. Martin is responsible for all global revenue-generating activities of the Company. Before joining the Company, Mr. Martin served in various roles at Adidas, a leader in the athletic footwear, apparel, equipment and accessories industry, from July 2014, most recently serving as Senior Vice President in Commercial for North America. Prior to Adidas, he held leadership roles at American Woodwork and 3M Company.

James Webb

James Webb has served as Chief People and Communications Officer since April 2024. Mr. Webb oversees the Company’s global human resource functions, including benefits, compensation, employee development, employee relations, organizational development, payroll, talent acquisition, talent management, and internal and external communications. Mr. Webb was Vice President of Global People Development, Engagement, and Communications from 2014 until March 2024. Before joining the company, Mr. Webb most recently served as Head of Organizational Development, Learning, and Communications for Zale Jewelers, a large jewelry retailer known for its focus on diamonds, watches, and jewelry accessories, from January 2010 to March 2014. Mr. Webb also held various human resource and operations leadership roles with Blockbuster, a former global provider of in-home rental and retail movie and game entertainment, from 1996 to 2010.

Family Relationships

There are no family relationships among any of our directors or executive officers.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s executive officers and directors, and persons who own more than 10% of a registered class of the Company’s equity securities (the “10% Stockholders”), to file reports of ownership and changes of ownership with the SEC. Executive officers, directors and 10% Stockholders of the Company are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms so filed. Based solely on review of copies of such forms received, the Company believes that, during the last fiscal year, all filing requirements under Section 16(a) applicable to its executive officers, directors and 10% Stockholders were timely met.

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Code of Ethics

We have adopted a code of ethics that applies to all our directors and employees, including the principal executive officer, principal financial officer, principal accounting officer and controller. The full text of our Code of Conduct and Ethics is published on the Investors section of our website at www.fossilgroup.com. We intend to disclose any future amendments to certain provisions of the Code of Conduct and Ethics, or waivers of such provisions granted to executive officers and directors, on this website within five business days following the date of any such amendment or waiver.

Audit Committee

The functions of the Audit Committee are to:

Deloitte & Touche LLP, the Company’s principal independent registered public accounting firm, reports directly to the Audit Committee. The Audit Committee, consistent with the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and the rules adopted thereunder, meets with management and the Company’s independent registered public accounting firm prior to the filing of officers’ certifications with the SEC to receive information concerning, among other things, significant deficiencies in the design or operation of internal control over financial reporting. The Audit Committee has adopted a procedure that enables confidential and anonymous reporting to the Audit Committee of concerns regarding questionable accounting or auditing matters. The Company’s internal audit group reports directly to the Audit Committee on a quarterly basis.

All members of the Audit Committee have been determined to be financially literate and to meet the appropriate SEC and Nasdaq standards for independence. See “Director Independence” below. The Audit Committee includes three independent directors, Messrs. Belgya and Davis and Ms. Corrie, who have each been determined by the Board to meet the qualifications of an “audit committee financial expert” in accordance with SEC rules.

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Item 11. Executive Compensation

Executive Compensation

In accordance with the executive compensation rules applicable to smaller reporting companies, this section contains a discussion of all plan and non-plan compensation awarded to, earned by or paid to the following individuals. These individuals are referred to as the Named Executive Officers (“NEOs”).

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Fiscal 2024 and 2023 Summary Compensation Table

The following table sets forth the compensation earned by our NEOs during fiscal years 2024 and 2023.

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Narrative Disclosure to Summary Compensation Table

During fiscal year 2024, our NEO compensation program included four components: base salary, annual cash incentive plan, long-term incentive equity grants and other compensation, including employee benefits generally available to all of our employees. Each component is described in detail below.

Base Salary

Annually, the CEO reviews and recommends to the Compensation and Talent Management Committee individual salaries for the NEOs, except the CEO salary. To determine individual salaries, the Compensation and Talent Management Committee may consider the scope of job responsibilities, individual performance and contributions, as well as our overall performance and annual budget guidelines for merit increases. The Compensation and Talent Management Committee’s objective is to award base compensation levels for each NEO around the median for the comparable position within our industry peer group based upon market data. However, salaries may be set higher when considered necessary to attract or retain key executives. Base salaries are reviewed annually and any adjustments to salaries are made in the first quarter of each fiscal year during our performance review process.

For fiscal year 2024, our NEOs did not receive an increase. The following table shows the base salary for each NEO.

Annual Cash Incentive Plan

The Cash Incentive Plan is a performance-based annual cash incentive plan that links cash incentive awards to achieving pre-established performance goals. For fiscal year 2024, the Compensation and Talent Management Committee set goals for three financial metrics to assess Company performance and determine any cash incentive awards. The Compensation and Talent Management Committee believes that using these performance metrics align the NEOs’ bonus opportunities with the priorities of the Company and ultimately long-term value creation for the Company’s stockholders.

For fiscal year 2024, each NEO was eligible for a target bonus opportunity under the Cash Incentive Plan as follows: 130% of the annual salary for the CEO, 100% of the annual salary for the Chief Operating Officer, 75% of the annual salary for Mr. Hart and 50% of the annual salary for Ms. Lowenkron. As Mr. Boyer served as Interim Chief Executive Officer from March to September 2024 and Chief Operating Officer for the remaining time periods in 2024, his cash incentive amount was prorated for the time periods he served as Chief Operating Officer and Interim Chief Executive Officer, respectively. Mr. Skobe did not participate in the Cash Incentive Plan. The actual cash incentive amounts are paid out based on the extent to which our financial goals are achieved. The measurement period for evaluating performance under the metrics was our 2024 fiscal year (the “Measurement Period”).

The original financial performance goals were approved by the Compensation and Talent Management Committee in March 2024 and included targets for threshold, target, and stretch payouts for the metrics, which included net sales, adjusted operating income (loss) and TAG operating expenses run rate savings. However, following the replacement of our long-time CEO in March 2024, the departure in early 2024 of other executive officers, and a reassessment of the financial projections for the year, to further motivate employees during a challenging fiscal year, the Compensation and Talent Management Committee along with the Board, in July 2024, revised the targets for the net sales and adjusted operating income (loss) metrics.

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The revised metrics for 2024 were as follows:

In setting these targets, key considerations of the Compensation and Talent Management Committee included:

Target payouts for each performance metric are listed below:

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The Compensation and Talent Management Committee approves the specific payments to the NEOs under the Cash Incentive Plan. The Compensation and Talent Management Committee also retains discretion to reduce bonus compensation or recommend additional cash bonuses during the year based on factors such as promotions and business segment, department, individual or overall Company performance.

During the Measurement Period, the Company achieved net sales of $1.150 billion (using constant currency), which paid out at 50% of target, adjusted operating income (loss) of $(24) million, which paid out at 102% of target, and TAG Opex Run Rate Savings of $101 million, which paid out at 51.7% of target, resulting in an overall payout of 63.9%. The calculation for the Company payout percentage was the sum of the weighting multiplied by the achievement for each metric (as defined), and for fiscal year 2024 was:

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Based on the foregoing, the Compensation and Talent Management Committee approved the following cash bonus payments under the Cash Incentive Plan for fiscal year 2024 performance:

Bonus

In accordance with the terms of his offer letter, Mr. Fogliato received a guaranteed cash bonus payment of $1.0 million in lieu of his participation in the Cash Incentive Plan, in addition to a one-time $1.1 million sign-on bonus.

Long-Term Incentive Plan

We believe that substantial equity ownership and equity awards encourage management to take actions favorable to the medium and long-term interests of the Company and its stockholders and align their interests with the interests of the Company and its stockholders. We believe that including equity awards in the compensation program serves our longer-term goals, including management retention, because the value of equity is realized over several years. Accordingly, equity-based compensation constitutes a significant portion of the overall compensation of the NEOs.

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For fiscal year 2024, the Compensation and Talent Management Committee approved a target of a percentage of annual salary (in effect at the end of the prior calendar year) for long-term incentive grants for each NEO as follows: 150% for Mr. Boyer, 113% for Mr. Hart and 38% for Ms. Lowenkron. During 2024, Messrs. Kartsotis, Skobe and McKelvey did not receive grants of equity awards. As part of the Company’s efforts to limit the number of shares granted annually from the Fossil Group, Inc. 2016 Long-Term Incentive Plan (the “2016 Plan”), the foregoing percentages reflect 25% reductions from the intended equity targets of 200%, 150% and 50%, respectively. The approved mix of awards consisted of 50% in RSUs, which vest ratably over three years, and 50% in PSUs, which vest ratably over three years based on the achievement of the performance measures for Messrs. Boyer and Hart and 100% RSUs for Ms. Lowenkron; and continued employment with the Company. The Compensation and Talent Management Committee makes the ultimate determination regarding these grants and can increase or decrease the recommended awards. In order to manage the Company’s burn rate, the target long-term incentive grants were (i) reduced by 25% and (ii) calculated on the date of grant using a $13.25 per share value instead of the fair market value of $0.885 per share on the date of grant, which was April 15, 2024. Mr. Fogliato was appointed Chief Executive Officer and Director effective as of September 18, 2024 and his new hire equity grant, in accordance with his offer letter, was made on October 15, 2024. Based on the foregoing, the Compensation and Talent Management Committee approved the following annual and new hire equity awards:

PSUs

PSU grants are designed to reward executives for improving operating margin and managing controllable costs. In addition, these grants ensure management is focused on long-term strategic performance goals and maximizes retention. The PSUs vest ratably each year over three years based on the Company’s performance.

2022 - 2024 PSU Results

For the 2022 PSU grants, the PSUs are to be earned based on adjusted operating income (calculated based on constant currency and excluding restructuring costs and intangible asset impairment). For the 2023 and 2024 PSU grants, PSUs are to be earned based on adjusted operating margin (calculated based on constant currency and excluding restructuring costs and intangible asset impairment). The payout range enables executives to receive a variable award based on performance. Final distribution of the PSU awards could range from 0% to 200% of the PSUs granted at target depending on Company performance during the measurement period.

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The performance metrics for the outstanding tranche of the 2022 PSU grant for fiscal year 2024 is shown in the following table:

The performance metrics for the outstanding tranche of the 2023 PSUs for fiscal year 2024 is shown in the following table:

The performance metrics for the outstanding tranche of the 2024 PSUs for fiscal year 2024 is shown in the following table:

For fiscal year 2024, the Company achieved an adjusted operating margin of (3.0)% and adjusted operating income (loss) of $(34) million. As a result, the Compensation and Talent Management Committee approved a 0% payout for the third tranche of the 2022 PSU grant, a 200% payout for the second tranche of the 2023 PSU grant and a 100% payout for the first tranche of the 2024 PSU grant.

Andrew Skobe Compensation

In July 2024, we engaged Ankura to provide interim Chief Financial Officer services to the Company. Pursuant to the terms of our agreement with Ankura, Andrew Skobe was appointed as the Company’s Interim Chief Financial Officer. Mr. Skobe is an employee of Ankura, not of the Company, and is compensated by Ankura. Mr. Skobe was not entitled to participate in the Cash Incentive Plan or receive equity grants under our long-term incentive plans in 2024.

Executive Compensation Practices

Our executive compensation programs are designed to attract, motivate and retain executive officers, while aligning the interests of our executives with the interests of our stockholders. Below is a summary of compensation practices we have adopted to drive performance and to align with stockholder interests, as well as a summary of those practices we do not employ.

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Stock Ownership Guidelines for NEOs While there is no required date to achieve the guidelines below, executives must retain 50% of net shares acquired of company stock, upon vesting or exercise, until the guideline is met. As of April 22, 2025, our NEOs were not in compliance with the guidelines.

Outstanding Equity Awards at 2023 Fiscal Year-End Table

The following table provides information about the number of outstanding equity awards held by our NEOs at fiscal year-end 2024. The table also includes, where applicable, the value of these awards based on the closing price of our Common Stock on Nasdaq on December 31, 2024, which was $1.67 per share. All awards vest one third each year over three years following the grant date, except as otherwise noted.

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2024 INCENTIVE PLAN

As approved at our 2024 Annual Meeting of Stockholders, the 2024 Plan replaces the 2016 Plan. Pursuant to the 2024 Plan, the Compensation and Talent Management Committee may award a combination of RSUs, SARs and PSUs. SARs are granted at a specified strike price set forth in the applicable award agreement, which is generally the mean of the highest and lowest sales price of our Common Stock on the date of grant of the award or on the last preceding trading date if no sales are made on the date of grant. RSUs, SARs and PSUs are awarded subject to such terms and conditions as established by the Compensation and Talent Management Committee, including vesting periods. Pursuant to awards granted to our NEOs under the 2024 Plan, unvested RSUs, SARs and PSUs will become fully exercisable or vested upon a change in control or death and will terminate upon any other termination of employment, except as provided under the Executive Severance Agreements. See “Post-Termination Compensation” below for a definition of change in control and a discussion of the vesting terms under the Executive Severance Agreements.

The Compensation and Talent Management Committee is responsible for the administration of the 2024 Plan. The 2024 Plan provides that the Compensation and Talent Management Committee may make certain adjustments to the exercise price and number of shares subject to awards in the event of a dividend or other distribution, recapitalization, stock split, reorganization, merger or certain other corporate transactions. Subject to certain limitations, the Compensation and Talent Management Committee is authorized to amend the 2024 Plan as it deems necessary, but no amendment may adversely affect the rights of a participant with respect to an outstanding award without the participant’s consent.

2016 INCENTIVE PLAN

Prior to the adoption of the 2024 Plan, pursuant to the 2016 Plan, the Compensation and Talent Management Committee awarded RSUs, SARs and PSUs pursuant to the 2016 Plan. SARs were granted at a specified strike price set forth in the applicable award agreement, which was generally the mean of the highest and lowest sales price of our Common Stock on the date of grant of the award or on the last preceding trading date if no sales were made on the date of grant. RSUs, SARs and PSUs were awarded subject to such terms and conditions as established by the Compensation and Talent Management Committee, including vesting periods. Pursuant to awards granted to our NEOs under the 2016 Plan, unvested RSUs, SARs and PSUs will become fully exercisable or vested upon a change in control or death and will terminate upon any other termination of employment, except as provided under the Executive Severance Agreements. See “Post-Termination Compensation” below for a definition of change in control and a discussion of the vesting terms under the Executive Severance Agreements.

The 2016 Plan was terminated on June 21, 2024. However, the termination of the 2016 Plan did not impair outstanding awards which continued in accordance with their original terms. No SARs are currently outstanding under the 2016 Plan.

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POST-TERMINATION COMPENSATION

Post-Termination Arrangements under the 2024 Plan and 2016 Plan

Pursuant to awards granted to our NEOs under the 2024 Plan and 2016 Plan unvested RSUs, SARs and PSUs will become fully exercisable or vested upon a change in control or death and will terminate upon any other termination of employment.

A “change in control” is generally defined under the 2024 Plan and the 2016 Plan as the occurrence of any of the following events: (i) the acquisition by any person of 30% or more of the combined voting power of our outstanding securities (or an additional 10% of such voting power by a 30% or greater holder of such voting power); (ii) individuals who on the effective date of the plan constituted our Board and their successors or other nominees that are appointed or otherwise approved by a vote of at least a majority of the directors then still in office who either were directors on the effective date or whose appointment, election or nomination for election was previously so approved or recommended, cease for any reason to constitute a majority of the Board; (iii) there is a merger or consolidation of the Company or any direct or indirect subsidiary, other than (a) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such transaction continuing to represent at least 60% of the combined voting power of the surviving entity or (b) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person is or becomes the beneficial owner of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities; (iv) stockholder approval of a plan of complete liquidation or dissolution of the Company, or consummation of an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 60% of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale; or (v) any tender or exchange offer is made to acquire 30% or more of the securities of the Company, other than an offer made by the Company, and shares are acquired pursuant to that offer.

Executive Severance Agreements

The Company has entered into an Executive Severance Agreement (the “Agreement”) with each of Messrs. Boyer, Hart and McKelvey. Mr. Boyer’s employment with the Company was terminated effective January 17, 2025. Mr. Hart’s employment with the Company was terminated effective April 26, 2024, and Mr. McKelvey’s employment with the Company was terminated effective August 11, 2023. Pursuant to the Agreement, the NEO was entitled to certain benefits (“Severance Benefits”) upon such NEO’s “separation from service” as defined in the Internal Revenue Code (“Termination of Service”) by the Company without “Cause” (as defined in the Agreement) or such NEO’s resignation for “Good Reason” (as defined in the Agreement), provided that (i) such NEO is in compliance with all restrictive covenants in any written agreement between such NEO and the Company, and (ii) such NEO has executed and delivered a release of claims prepared by the Company within 50 days following the date of Termination of Service (the “Termination Date”).

Pursuant to the Agreement, upon the NEO’s Termination of Service by the Company without Cause or such NEO’s resignation for Good Reason prior to a change in control (as defined in the 2016 Plan (a “Change in Control”), such NEO is entitled to the following Severance Benefits under the Agreement: (i) 18 months of such NEO’s then current base salary in effect at the Termination Date (“Base Salary”), payable in 39 equal installments over an 18-month period in accordance with the Company’s normal payroll practices; (ii) the following cash bonuses under any cash bonus plan for which such NEO was eligible on the Termination Date: (x) a pro-rata amount payable in a lump sum, of the target bonus the NEO would have received for the fiscal year under such cash bonus plan, and (y) 1.5 times the full target bonus for which such NEO was eligible, payable in 39 equal installments over an 18-month period in accordance with the Company’s normal payroll practices; (iii) any outstanding non-performance-based RSUs granted pursuant to the 2016 Plan (collectively, “Time-Based Awards”), will continue to vest for an additional 18 months, to the same extent such awards would have otherwise vested had such NEO remained employed during such period; and (iv) any outstanding PSUs granted pursuant to the 2016 Plan will vest pro-rata, as set forth in the Agreement.

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In addition, the Agreement provides that the Company pay the NEO on a monthly basis, an amount equal to the Company-paid portion of the health insurance premiums that were paid by the Company on behalf of such NEO immediately prior to the Termination Date to be used by such NEO to purchase health coverage for a period of 18 months from the Termination Date or until such NEO becomes eligible to participate in another employer’s health care plan, whichever date is earlier.

The Agreement contains non-competition and non-solicitation provisions pursuant to which the NEO is prohibited from competing with, or soliciting clients, manufacturers or suppliers of, the Company and its affiliates and from soliciting any of the Company’s or its affiliates’ employees or independent contractors for 18 months following such NEO’s Termination Date.

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Director Compensation

Cash Compensation

The following table shows the annual cash retainers paid to non-employee directors, committee chairpersons and committee members in fiscal year 2024.

Equity Compensation

Each outside director of the Company who does not elect to decline to participate in the Fossil Group, Inc. 2024 Long-Term Incentive Plan (the “2024 Plan”) is eligible to receive a grant of restricted stock units (“RSUs”) as follows: (1) on the date of the annual stockholders meeting, each outside director shall be eligible to receive a grant of RSUs, in such amount as determined by the Board, in its sole discretion, provided that such grant shall not exceed more than the number of shares of Common Stock having an aggregate fair market value of $130,000. The RSUs granted will vest 100% on the earlier of (a) the date of the next annual stockholders meeting or (b) one year from the date of grant, provided the outside director is providing services to the Company or a subsidiary on that date; and (2) each individual who first becomes an outside director is automatically granted a one-time grant, effective as of the date of appointment, equal to the grant he or she would have received if he or she had been elected at the previous annual stockholders meeting, pro-rated based on the number of days such director will actually serve before the one-year anniversary of such previous annual stockholders meeting, which RSUs will vest 100% one year from the date of grant, provided the outside director is providing services to the Company or a subsidiary on that date. Notwithstanding the foregoing, in the event of an outside director’s termination of service due to his or her death, all unvested RSUs will immediately become 100% vested. RSUs are awarded subject to such terms and conditions as established by the Compensation and Talent Management Committee, which may include the requirement that the holder forfeit the RSUs upon termination of service during the period of restriction. On June 21, 2024, the date of the Company’s Annual Meeting of Stockholders in 2024, the Board approved a grant of 25,000 RSUs to each non-employee director.

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TRANSFORMATION OFFICE AND SPECIAL BOARD COMMITTEE

In addition, to execute our Transform and Group plan (“TAG”), we established a Transformation Office. The Transformation Office was composed of members of our senior management supported by a leading management consulting firm specializing in assisting companies in complex reorganizations. The Board established a Special Board Committee in July 2023 to provide primary Board oversight of the Transformation Office and drive accountability, timeliness and results of the program. Messrs. Belgya and Chiasson and Ms. Harris Jones were originally appointed to this committee. Mr. Davis was appointed to the committee following his appointment to the Board in March 2024 and Ms. Corrie was appointed to the committee in July 2024.

STRATEGIC PLANNING AND FINANCE COMMITTEE

In July 2024, the Board formed a special Strategic Planning and Finance Committee to assist the Board in fulfilling its oversights duties and to review, oversee, implement, evaluate, monitor, negotiate, and make recommendations to the Board with respect to (i) financing and re-financing alternatives available to the Company and (ii) any restructuring or recapitalization of the Company. Mr. Davis, Ms. Corrie and Ms. Coulter were appointed to the committee upon formation and Mr. Rey was appointed to the committee effective January 1, 2025.

Effective January 1, 2025, the Special Board Committee was dissolved and the Strategic Planning and Finance Committee assumed the responsibilities of the Special Board Committee.

FISCAL 2024 DIRECTOR COMPENSATION TABLE

The following table provides information regarding director compensation for fiscal year 2024. Non-employee directors who join the Board during the fiscal year receive a pro-rated annual cash retainer.

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STOCK OWNERSHIP GUIDELINES FOR NON-EMPLOYEE DIRECTORS

The Board has adopted stock ownership guidelines for our directors. The guidelines were adopted in lieu of stock retention requirements. Subject to transition periods and other provisions, the guidelines generally require that each director beneficially hold shares of our stock (including RSUs and deferred shares) with a value equal to at least five times his or her current annual cash retainer. None of our current directors were in compliance with the guidelines as of April 22, 2025.

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

EQUITY COMPENSATION PLAN INFORMATION

The following table provides certain information as of December 31, 2024 with respect to our equity compensation plans under which our equity securities are authorized for issuance:

Security Ownership of Certain Beneficial Owners and Management

The Company’s only outstanding class of equity securities is its Common Stock. The following table sets forth information regarding the beneficial ownership of Common Stock as of April 22, 2025 by (i) each Named Executive Officer (as defined in “Executive Compensation”); (ii) each director of the Company; (iii) all present executive officers and directors of the Company as a group; and (iv) each other person known to the Company to own beneficially more than five percent (5%) of the Common Stock as of April 22, 2025. The address of each officer and director is c/o Fossil Group, Inc., 901 S. Central Expressway, Richardson, Texas 75080.

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Item 13. Certain Relationships and Related Transactions, and Director Independence

DIRECTOR INDEPENDENCE

The standards relied upon by the Board in affirmatively determining whether a director is “independent” in compliance with the rules of Nasdaq are comprised, in part, of those objective standards set forth in the Nasdaq Marketplace Rules, which include the following bright line rules: (i) a director who is or was at any time during the past three years an employee, or whose immediate family member (defined as a spouse, parent, child, sibling, whether by blood, marriage or adoption, and anyone sharing the director’s home) is or was at any time during the past three years an executive officer of the Company, would not be independent; (ii) a director who received, or whose immediate family member received, from the Company compensation of more than $120,000 during any twelve consecutive months within the three years preceding the determination of independence, except for certain permitted payments, would not be independent; (iii) a director who is or who has an immediate family member who is, a current partner of the Company’s outside auditor or who was, or who has an immediate family member who was, a partner or employee of the Company’s outside auditor who worked on the Company’s audit at any time during any of the past three years would not be independent; (iv) a director who is, or whose immediate family member is, employed as an executive officer of another entity where at any time during the past three years any of the Company’s executive officers served on the compensation committee would not be independent; and (v) a director who is, or who has an immediate family member who is, a partner in, or a controlling shareholder or an executive officer of any organization that, in the current or any of the past three fiscal years, has made payments to, or received payments from, the Company for property or services in an amount that, in any single fiscal year, exceeds the greater of $200,000, or 5% of such recipient’s consolidated gross revenues, except for permitted payments, would not be independent.

The Board, in applying the above referenced standards, has affirmatively determined that each of the following directors is “independent” as defined by Rule 5605(a)(2) of the Nasdaq listing standards: Mark R. Belgya, Pamela B. Corrie, Susie Coulter, Eugene I. Davis, Kevin Mansell, Marc Rey and Gail B. Tifford. As part of the Board’s process in making such determination, each such director provided written assurances that all of the above cited objective criteria for independence are satisfied and such director has no other “material relationship” with the Company that could interfere with such director’s ability to exercise independent judgment.

Item 14. Principal Accountant Fees and Services

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES

The following table summarizes the aggregate fees (excluding value added taxes) incurred by the Company and its subsidiaries for work performed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, “Deloitte”) for the fiscal years ended December 28, 2024 and December 30, 2023, respectively:

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In considering the nature of the services provided by Deloitte, the Audit Committee determined that such services are compatible with the provision of independent audit services. The Audit Committee discussed these services with Deloitte and Company management to determine that they are permitted under the rules and regulations concerning auditor independence promulgated by the SEC to implement the Sarbanes-Oxley Act, as well as the American Institute of Certified Public Accountants.

The Audit Committee’s Policies and Procedures for the Engagement of the Principal Outside Auditing Firm provides for pre-approval of all audit, audit-related, tax and other permissible non-audit services provided by our principal independent registered public accounting firm on an annual basis and individual engagements as needed. The policy also requires additional approval of any engagements that were previously approved but are anticipated to exceed pre-approved fee levels. The policy permits the Audit Committee chairperson to pre-approve principal independent registered public accounting firm services where the Company deems it necessary or advisable that such services commence prior to the next regularly scheduled Audit Committee meeting (provided that the Audit Committee chairperson must report to the full Audit Committee on any pre-approval determinations).

The Audit Committee approved all of the audit fees, audit-related fees, tax fees and other fees set forth in the table.

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PART IV

Item 15. Exhibits and Consolidated Financial Statement Schedules

The exhibits required to be filed by this Item 15 are set forth in the Exhibit Index accompanying this report.

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EXHIBIT INDEX

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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