SEC Form DEF 14A filed by Signet Jewelers Limited

Leading full-service jeweler offering high-quality accessible luxury and customized designs to discerning guests.

Pioneering diamond retailer offering premium New York City craftsmanship in bridal and fashion, both online and in our interactive showcase stores.

Largest specialty jewelry brand in Canada catering to the Sentimental Gifter and mid-market bridal customer.

Providing expert jewelry services such as care, repair, and bespoke custom design, as well as warranty and insurance products.

Date & Time

June 28, 2024,

11:30 a.m., Eastern Time

Virtual meeting to be held via

live audio webcast at

www.virtualshareholdermeeting.com/SIG2024

Record Date

May 3, 2024

Date proxy materials are first made

available to Shareholders: May 16, 2024

Electronic voting prior to the Annual Meeting

www.proxyvote.com

  Board’s

  Recommendation

SIGNET JEWELERS

2024 PROXY STATEMENT

Committees

Nominees

AC

HCMC

GT

CCS

FC

Director

Since

Independent

 Recommended 

Vote

Helen McCluskey*

◆

◆

2013

YES

FOR

Virginia C. Drosos

2012

NO

FOR

André V. Branch

◆

◆

2021

YES

FOR

Sandra B. Cochran

◆

2024

YES

FOR

R. Mark Graf

◆

C

2017

YES

FOR

Zackery A. Hicks

◆

C

2018

YES

FOR

Sharon L. McCollam

C

◆

2018

YES

FOR

Nancy A. Reardon

C

◆

2018

YES

FOR

Jonathan Seiffer

◆

◆

2019

YES

FOR

Brian Tilzer

C

◆

2017

YES

FOR

Eugenia Ulasewicz

◆

◆

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

Subject to her re-election to the Board at the Annual Meeting, Ms. McCluskey will become Chair of the Board and will no longer serve on the Governance & Technology or the Finance Committees.

◆  All Directors are elected annually

◆  The Company has majority voting for Director elections

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

◆  The Board regularly participates in CEO and Chair succession planning

◆  Formal emergency succession plan for the Chair and CEO have been adopted

◆  The Chair 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

◆  The Board maintains a Diversity Policy and publishes a Director skills matrix

◆  Half of the Board nominees are women, the Chair-elect is a woman and two of the standing Board Committees are chaired by women

◆  Two Board nominees are persons of color

◆  The Board nominees range in ages from 47 to 71 years

◆  Two Board nominees identify with the LGBTQ+ community

◆  A Director Tenure Policy is in place, with average tenure of Board nominees at approximately 6.4 years

◆  Nine of our current Directors have been added since the beginning of 2017, including one new Director in 2024

SIGNET JEWELERS

2024 PROXY STATEMENT

◆  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

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

◆  Executive officer and Director Share Ownership Policies have been adopted

◆  No material related party transactions exist involving any Directors or the CEO other than the Preferred Share Certificate of Designation amendment and conversions involving Leonard Green

◆  There are no material restrictions to call special meetings or bring forth proposals at a general meeting of shareholders

◆  The Board cannot materially modify the Company’s capital structure without shareholder approval

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

◆  All Directors continuing in office at the time are required to attend the annual meeting of shareholders

◆  Shareholders have the ability to engage with Directors through the procedures set forth on page 27 of this Proxy Statement

◆  No Directors are considered over-boarded

◆  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

◆  The Board oversees human capital management, including culture, diversity and inclusion, benefits and wellbeing strategy, talent management, performance management, and succession planning through its Human Capital Management & Compensation Committee

◆  The Board oversees enterprise risk management, including oversight of climate change risks and cybersecurity risks

◆  The Board, its Committees and individual Board members have full access to management to discuss any risks impacting the Company or internal controls

◆  Board has responsibility for risk oversight with specific risk areas delegated to its Committees, whose deliberations are reported to the full Board as set forth on page 21 of this Proxy Statement

SIGNET JEWELERS

2024 PROXY STATEMENT

Base salary

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

Long-term incentives under the Long-Term Incentive Plan (“LTIP”)

◆ Performance-based restricted stock units (“PSUs”)

◆ Time-based restricted stock units (“RSUs”)

SIGNET JEWELERS

2024 PROXY STATEMENT

SIGNET JEWELERS

2024 PROXY STATEMENT

Continued support of Paradigm for Parity^® to advance leadership equality by increasing the number of women of all races, cultures and backgrounds in leadership positions.

The Signet Love Inspires Foundation donated nearly $1 million in line with our commitment to support the United Nations Sustainable Development Goals and nonprofit organizations impacting where our team members live and work.

For our Fiscal 2024 fundraising campaign benefiting St. Jude Children’s Research Hospital^®, Signet raised $8.75 million. This record-breaking contribution was the highest amount Signet has ever raised in one year for St. Jude. Signet has raised more than $100 million throughout its 25-year partnership and, in late 2023, committed to raising another $100 million for St. Jude.

Signet was named to two lists by Newsweek magazine, America’s Greatest Workplaces for Women 2024 and America’s Greatest Workplaces for Diversity 2024.

Named a Great Place to Work-Certified^™ company for the fourth 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.

Since 2021 Signet has been a participant in the United Nations Global Compact corporate responsibility initiative. The Ten Principles of the United Nations Global Compact take into account the fundamental responsibilities of businesses in the areas of human rights, labor, environment and anti-corruption.

SIGNET JEWELERS

2024 PROXY STATEMENT

Clarendon House

2 Church Street

SIGNET JEWELERS

2024 PROXY STATEMENT

Our Directors are elected at each Annual Meeting and our Board currently consists of 13 Directors. H. Todd Stitzer, our current Chair of the Board, will conclude his tenure on the Board at the Annual Meeting pursuant to our director tenure policy and the Board has appointed Helen McCluskey to serve as our new Chair, subject to her re-election to the Board at the Annual Meeting. We thank and commend Mr. Stitzer for his twelve years of dedicated service to the Company. Effective as of the Annual Meeting, the size of the Board will be reduced to twelve Directors.

Therefore, 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. 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, oversee our operations in an evolving retail environment and goals to gain market share in the jewelry industry and drive long-term shareholder value.

SIGNET JEWELERS

2024 PROXY STATEMENT

SIGNET JEWELERS

2024 PROXY STATEMENT

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

*  None of our Directors identified as non-binary upon inquiry.

12

BOARD

NOMINEES

47-71 Years

AGE RANGE

6.4 Years

AVERAGE TENURE

40%

of Standing Board Committees
are chaired by women

SIGNET JEWELERS

2024 PROXY STATEMENT

Principal Occupation and Experience

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

Director Qualifications and Key Skills and Attributes

With Ms. McCluskey’s broad background in strategy, business planning, operations, branding, merchandising and marketing, she brings valuable skills and insight to the Company. Her leadership experience at a publicly traded company, deep knowledge in retail and understanding of consumers provides valuable corporate leadership and management insight to our Board and to her anticipated role as Chair.

  HELEN
  MCCLUSKEY

  CHAIR-ELECT

  AND

  INDEPENDENT
  DIRECTOR

 Age: 69

 Director Since:
 August 2013

 Gender Identification:
 Female

Public Directorship

Abercrombie & Fitch Co.

Former Directorships

Avon Products, Inc. Dean Foods Company

Principal Occupation and Experience

Virginia “Gina” C. Drosos (she/her/hers) 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 member of the Executive Committee of the United States Golf Association, a nonprofit organization designed to help the game of golf thrive from generation to generation, since February 2024 and 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: 61

   Director Since:
   July 2012

   Gender Identification:
   Female

Public Directorship

Foot Locker, Inc.

Former Directorships

American Financial Group, Inc.

Assurex Health

SIGNET JEWELERS

2024 PROXY STATEMENT

Principal Occupation and Experience

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

Director Qualifications and Key Skills and Attributes

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

  ANDRÉ V.

  BRANCH

  INDEPENDENT
  DIRECTOR

 Age: 52

 Director Since:
 February 2021

 Gender Identification:
 Male

Committees

Audit

Finance

Principal Occupation and Experience

Sandra Cochran (she/her/hers), served as Executive Chair of Cracker Barrel Old Country Store, Inc., a publicly traded restaurant and retail concept, from November 2023 through February 22, 2024. Prior to her role as Executive Chair, she served in positions of increasing responsibility at Cracker Barrel, including service as President and Chief Executive Officer and a director from September 2011 to October 2023, President and Chief Operating Officer from November 2010 to September 2011, and Executive Vice President and Chief Financial Officer from April 2009 until November 2010. Prior to joining Cracker Barrel, she served in multiple executive leadership roles at Books-A-Million, Inc., a publicly traded book retailer, including as Chief Executive Officer from February 2004 to April 2009, President from August 1999 to February 2004, and Chief Financial Officer from September 1993 to August 1999. Ms. Cochran currently serves on the Board of Lowe’s Companies, Inc., a publicly traded leading home improvement retailer, since 2016. She previously served on the Board of Cracker Barrel from September 2011 to February 22, 2024, and Dollar General Corporation, a publicly traded variety store company, from 2012 to May 2020. Ms. Cochran holds an MBA from Pacific Lutheran University, and a bachelor’s degree in chemical engineering from Vanderbilt University. She also served as a Captain in the Ninth Infantry Division of the United States Army.

Director Qualifications and Key Skills and Attributes

Ms. Cochran has over 30 years of retail experience, and significant experience in finance, marketing, operations, strategic planning and oversight, and risk management at major public companies and retailers. Her extensive executive C-Suite experience and service on multiple publicly-traded boards bring valuable experience and insight to the Board.

  SANDRA B.

  COCHRAN

  INDEPENDENT
  DIRECTOR

  Age: 65

  Director Since:
  February 2024

  Gender Identification:
  Female

Committees

Human Capital Management &

Compensation

Public Directorship

Lowe’s Companies, Inc.

Former Directorship

Cracker Barrel Old Country Store, Inc.

Dollar General Corporation

SIGNET JEWELERS

2024 PROXY STATEMENT

Principal Occupation and Experience

Mark Graf (he/him/his) 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: 59

 Director Since:

 July 2017

 Gender Identification:
 Male

Committees

Finance (Chair)

Audit

Public Directorship

Harmony Biosciences Holdings, Inc.

Private Directorship

Castle Creek Biosciences, Inc.

Former Directorship

BNC Bancorp

Principal Occupation and Experience

Zackery Hicks (he/him/his) has served as Chief Digital and Technology Officer at Kimberly-Clark Corporation, a multinational personal care corporation, since July 2022. At Kimberly-Clark, he is responsible for digital and business transformation, providing innovative next-generation technology solutions to deliver growth, build brands and create competitive advantage for the company. He previously served as Executive Vice President and Chief Digital Officer of Toyota Motors North America, Inc., a subsidiary of Toyota Motor Corporation, a multinational automotive manufacturer, from April 2018 to July 2022, and held roles of increasing responsibility with Toyota since 1996. While at Toyota Motor Corporation, Mr. Hicks led Toyota’s Digital Transformation and Mobility efforts which included the strategy, development and operations of all systems and technology for the company’s North American operations and its connected car ecosystem. He also served as the CEO and President of Toyota Connected North America through July 2022, responsible for driving the transformation of Toyota from an automobile company to a mobility company through the use of connected intelligence services. Mr. Hicks earned a bachelor’s degree in business management from Pepperdine University and an MBA from the University of California at Irvine.

Director Qualifications and Key Skills and Attributes

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

  ZACKERY A.
  HICKS

  INDEPENDENT
  DIRECTOR

 Age: 60

 Director Since:
 October 2018

 Gender Identification:
 Male

Committees

Corporate Citizenship & Sustainability (Chair)

Governance & Technology

SIGNET JEWELERS

2024 PROXY STATEMENT

Principal Occupation and Experience

Sharon McCollam (she/her/hers) 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: 61

 Director Since:
 March 2018

 Gender Identification:
 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

Principal Occupation and Experience

Nancy Reardon (she/her/hers) 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: 71

 Director Since:
 March 2018

 Gender Identification:
 Female

Committees

Human Capital Management & Compensation (Chair)

Corporate Citizenship & Sustainability

Public Directorship

Big Lots, Inc.

Former Directorship

The Warnaco Group, Inc.

SIGNET JEWELERS

2024 PROXY STATEMENT

Principal Occupation and Experience

Jonathan Seiffer (he/him/his) currently serves as a Senior Partner with Leonard Green & Partners, L.P. (“Leonard Green”), a private equity firm which holds all of the Preferred Shares through its affiliates, which he joined in 1994. Before joining Leonard Green, he worked in corporate finance at Donaldson, Lufkin & Jenrette, a US investment bank. Mr. Seiffer currently serves on the board of directors of AerSale Corporation, a publicly traded aftermarket provider of aviation products and services, since January 2010, and Mister Car Wash, Inc., a publicly traded national car wash operator, since August 2014. Previously, he served on the board of directors of BJ’s Wholesale Club, a publicly traded warehouse club operator, from 2011 to June 2020, and Whole Foods Market, Inc., a then-publicly traded grocery company, from December 2008 until August 2017. He also serves on the board of directors of Authentic Brands Group, a privately-held brand development, marketing and entertainment company, since 2010. Mr. Seiffer earned a Bachelor of Applied Sciences in Systems Engineering and a B.S. in Economics from the University of Pennsylvania. Mr. Seiffer was nominated for service as a Director by Leonard Green (as described under “Director Qualifications and Experience” below).

Director Qualifications and Key Skills and Attributes

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

  JONATHAN
  SEIFFER

  INDEPENDENT
  DIRECTOR

 Age: 52

 Director Since:
 June 2019

 Gender Identification:
 Male

Committees

Audit

Human Capital Management & Compensation

Public Directorship

AerSale Corporation

Mister Car Wash, Inc.

Private Directorship

Authentic Brands Group

Former Directorships

BJ’s Wholesale Club Holdings, Inc.

Whole Foods Market, Inc.

Principal Occupation and Experience

Brian Tilzer (he/him/his) has served as Chief Digital, Analytics and Technology Officer at Best Buy Co., Inc., a multinational consumer electronics retailer, since May 2018. In his current role, he leads a complex operational division focused on the strategically leveraging of data, technology and artificial intelligence to engage customers, elevate experiences, increase operational efficiency and building new platforms for growth, while also holistically leading technology and analytics for Best Buy, including experience design, product management, engineering, data science/AML and platform teams. He also oversees Best Buy’s office in Bangalore, India. 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. He has also held leadership roles at Accenture, where he provided technology and transformation services to retail and consumer business. 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 30 years of experience at leading retail, eCommerce and consumer businesses in information technology, strategic business development, digital transformation, planning and analysis and operations with a deep concentration in corporate, OmniChannel and eCommerce strategy. In addition to his qualifications and skills noted above, Mr. Tilzer brings a wealth of human-centered design, enterprise agility and talent building passion and experience to our Board.

Committees

Governance &
Technology (Chair)

Corporate Citizenship &
Sustainability

  BRIAN TILZER

  INDEPENDENT
  DIRECTOR

 Age: 53

 Director Since:
 February 2017

 Gender Identification:
 Male

SIGNET JEWELERS

2024 PROXY STATEMENT

Principal Occupation and Experience

Eugenia Ulasewicz (she/her/hers) has a plural board career serving on numerous international retail sector public company boards and is a global retail industry expert, most recently as the President of Burberry Group plc’s Americas division, responsible for the US, Canada, Latin America, Central and South America, until her retirement in March 2013. Ms. Ulasewicz joined Burberry in 1998 and became a member of its executive committee in 2006. Prior to joining Burberry, she held positions of increasing responsibility with Saks, Inc. from 1993 to 1998, Galeries Lafayette from 1991 to 1993 and Bloomingdales, a division of Macy’s, Inc. (formerly Federated Department Stores, Inc.) from 1975 to 1991. She currently serves on the board of directors of two additional publicly traded companies, including Vince Holding Corp., a global luxury apparel and accessories company, since April 2014, and Avolta AG (formerly, Dufry Group), a leading global travel experience player, since May 2021. Previously, she served as a director of ASOS pic, a global online fashion retailer, from April 2020 to January 2023, Bunzl plc, an international distribution company, from April 2011 to April 2020, and Hudson Group, a travel retailer, from Feb 2018 through December 2020 when it merged with its majority shareholder Dufry Group. She is a Board Leadership Fellow of the National Association of Corporate Directors. Ms. Ulasewicz holds a B.S. from the University of Massachusetts and a Doctor of Laws from the College of Mount Saint Vincent.

Director Qualifications and Key Skills and Attributes

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

  EUGENIA
  ULASEWICZ

  INDEPENDENT
  DIRECTOR

  Age: 70

  Director Since:
  September 2013

  Gender Identification:
  Female

Committees

Corporate Citizenship & Sustainability

Human Capital Management & Compensation

Public Directorships

Vince Holding Corp.

Avolta AG (FKA Dufry Group)

Former Directorships

ASOS plc

Bunzl plc

Hudson Ltd.

Principal Occupation and Experience

Dontá Wilson (he/him/his) has served as Chief Consumer and Small Business Banking Officer at Truist Financial Corporation, a publicly traded financial services company, since November 2023. He previously served as Chief Retail and Small Business Banking Officer from March 2022 to November 2023, Chief Digital and Client Experience Officer from 2018 to 2022 and was named Chief Client Experience Officer in 2016 when he was first appointed to Truist’s executive leadership team. In his current role, he leads more than 20,000 teammates in the retail, small business and premier segments at Truist, multiple virtual service centers, more than 1,900 community banking branches, and oversees core deposit and loan products, including mortgage, auto, credit card and national consumer lending businesses, as well as consumer capital markets, and consumer credit underwriting and approval. He also oversees enterprise marketing, client analytics, client experience strategy and digital banking, transformation and innovation, and serves on Truist’s Operating Council. He joined Truist’s predecessor in 1995 and has held various positions of increasing responsibilities. Prior to becoming Chief Client Experience Officer, he served as the Group/State President for Georgia from 2014 to 2016 and President for Alabama from 2009 to 2014. Mr. Wilson received an MBA from the University of Maryland and a bachelor’s in management from the University of North Carolina at Charlotte. He is also a graduate of Tuck Executive Program at the Tuck School of Business at Dartmouth and the Truist Banking School at Wake Forest University.

Director Qualifications and Key Skills and Attributes

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

  DONTÁ L. WILSON

  INDEPENDENT
  DIRECTOR

  Age: 47

  Director Since:
  February 2021

  Gender Identification:
  Male

Committees

Finance

Human Capital

Management &

Compensation

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

SIGNET JEWELERS

2024 PROXY STATEMENT

◆  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 Chair’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.

SIGNET JEWELERS

2024 PROXY STATEMENT

SIGNET JEWELERS

2024 PROXY STATEMENT

Matters that the Directors believe should receive more attention during Board and Committee meetings;

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

The Directors’ roles and responsibilities; and

Future development needs of the Board and the Directors.

SIGNET JEWELERS

2024 PROXY STATEMENT

DISCUSSION

OUTLINE

CONFIDENTIAL

INTERVIEWS

ANALYSIS OF

FEEDBACK

RESPOND TO

INPUT

SIGNET JEWELERS

2024 PROXY STATEMENT

SIGNET JEWELERS

2024 PROXY STATEMENT

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 in part on performance targets the Human Capital Management & Compensation Committee believes are closely tied to the creation of long-term shareholder value. These performance targets for executive officers are reviewed and approved by the Committee and set in advance, with above-target payouts reviewed to ensure a reasonable sharing of value created between management and shareholders. Performance achievement under the incentive plans is determined based on the Company’s financial results, which are audited by the Company’s independent registered public accounting firm before annual short-term incentive plan payments are made. See the Compensation Discussion and Analysis (“CDA”) of this Proxy Statement for more information on the performance metrics used for the Fiscal 2024 short-term and long-term incentive programs;

Equity compensation is provided through annual grants under the long-term incentive plan that is a combination of annually granted time-based restricted stock units that generally vest ratably over three years and performance-based restricted stock units that vest over three-year overlapping vesting periods. This approach addresses longer “tail” risks as participants remain subject to performance achievement risks associated with their ongoing and overlapping vesting cycles. In Fiscal 2021, 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. In Fiscal 2024, the Committee returned to a three-year performance measurement period for the performance-based restricted stock unit awards;

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

The Company 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 executive officers and any other recipient of an incentive award as determined by the Human Capital Management & Compensation Committee in the event of an overpayment. Certain repayment obligations may be triggered if there is a material restatement of the financial statements. Similarly, in the interest of fairness, should a restatement result in an underpayment of incentive compensation, the Human Capital Management & Compensation Committee may determine whether the Company will make up any such 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.

SIGNET JEWELERS

2024 PROXY STATEMENT

The Company strives to:

1 

●  Act in accordance with the laws and customs of each country in which it operates;

2 

●  Adopt proper standards of business practice and procedure;

3 

●  Operate with integrity; and

4 

●  Observe and respect the culture of each country in which it operates.

SIGNET JEWELERS

2024 PROXY STATEMENT

Committees

Nominees

AC⁽¹⁾

HCMC

GT

CCS

FC

Helen McCluskey⁽²⁾

◆

◆

André V. Branch

◆

◆

Sandra B. Cochran

◆

R. Mark Graf

◆

C

Zackery A. Hicks

◆

C

Sharon L. McCollam

C

◆

Nancy A. Reardon

C

◆

Jonathan Seiffer

◆

◆

Brian Tilzer

C

◆

Eugenia Ulasewicz

◆

◆

Dontá L. Wilson

◆

◆

Number of Meetings Held in Fiscal 2024

6

6

4

4

7

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

Subject to her re-election to the Board, Ms. McCluskey will become Chair of the Board and no longer serve on the Governance & Technology or the Finance Committees.

AC

HCMC

GT

CCS

FC

Audit Committee

Human Capital Management
& Compensation Committee

Governance & Technology Committee

Corporate Citizenship & Sustainability Committee

Finance Committee

Audit Committee

Roles and Responsibilities

Primary function is to assist the Board in fulfilling its oversight responsibilities with respect to the Company’s financial reporting and audit, processes for risk management and the Company’s systems of internal control over financial reporting and disclosure controls and procedures.

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

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

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

◆  Internal control over financial reporting, disclosure controls and procedures and risk management, including with respect to any climate risk disclosures that may be required by the SEC;

◆  Effectiveness of the Company’s internal auditors, Disclosure Control Committee, and Cybersecurity Incident Materiality Committee;

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

◆  Enterprise risks; and

◆  Related person transactions.

In carrying out its responsibilities, the Audit Committee:

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

◆  Maintains direct communication with representatives of the Company’s independent 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 Chair, CEO, Chief Financial Officer, Chief Audit Executive, Chief Accounting Officer, General Counsel and others to attend its meetings; and

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

SIGNET JEWELERS

2024 PROXY STATEMENT

Human Capital Management & Compensation Committee

Roles and Responsibilities

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

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

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

◆  Evaluation of the performance of the CEO and the Company’s executive officers and other direct reports to the CEO against corporate goals and objectives;

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

◆  Design, structure and performance metrics of any annual cash bonus and long-term equity-based compensation plans and recommendation to the Board for approval;

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

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

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

Governance & Technology Committee

Roles and Responsibilities

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

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

◆  Selection, orientation and recommendations regarding the nomination of Directors;

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

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

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

◆  Company’s cybersecurity and data privacy risk oversight and management protocols, including reviewing any matters reported to it by the Cybersecurity Incident Materiality Committee;

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

◆  Corporate governance guidelines and other matters of corporate governance.

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

SIGNET JEWELERS

2024 PROXY STATEMENT

Corporate Citizenship & Sustainability Committee

Roles and Responsibilities

Primary function is to oversee strategies and actions related to corporate citizenship and sustainability matters, including those relating to environmental, social and governance (“ESG”), to enhance long-term sustainability and value creation.

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

◆  Company’s corporate sustainability, compliance with voluntary responsible sourcing protocols and other ESG strategies, including how these strategies align with the Company’s overall business strategy and objectives of protecting and enhancing the reputation, brand image and external representation of the culture of the Company;

◆  Establishment of, and any modifications to, the Company’s Corporate Sustainability Goals (“CSGs”) and broader ESG objectives, and monitoring the progress towards their achievement;

◆  External developments relating to opportunities and risks that may significantly impact the Company’s reputation and/or its CSGs and ESG objectives and related initiatives;

◆  Implementation and effectiveness of appropriate policies, initiatives, systems and supporting measures and communications in furtherance of the corporate sustainability and ESG strategies;

◆  Implementation and effectiveness of the Company’s social impact programs and guidelines, including with respect to the Signet Love Inspires Foundation; 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, budget planning activities, 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 making recommendations regarding dividend and share repurchase activities to the full Board for approval, as appropriate;

◆  The Company’s annual budget planning activities and making related recommendations to the full Board for approval; and

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

SIGNET JEWELERS

2024 PROXY STATEMENT

SIGNET JEWELERS

2024 PROXY STATEMENT

SIGNET JEWELERS

2024 PROXY STATEMENT

 Audit Committee

 Human Capital Management & Compensation Committee

 Governance & Technology Committee

 Corporate Citizenship & Sustainability Committee

 Finance Committee

We pay annual cash retainers in quarterly installments.

Split into a cash amount of $260,000 and $240,000 paid in Common Shares on the day of the Annual Meeting of Shareholders.

Split into a cash amount of $105,000 and $160,000 paid in Common Shares on the day of the Annual Meeting of Shareholders.

In accordance with FASB ASC Topic 718, the amounts calculated are based on the aggregate grant date fair value of the shares. 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 2023 annual meeting of shareholders on the day of such meeting.

Fees earned or paid in cash reflects a pro-rated amount of Chair fees associated with the transition of the Chair role of the Corporate Citizenship & Sustainability Committee from Ms. Ulasewicz to Mr. Hicks, effective June 16, 2023.

Fees earned or paid in cash reflects a pro-rated amount of Chair fees associated with the transition of the Chair role of the Governance & Technology Committee from Ms. McCluskey to Mr. Tilzer, effective June 16, 2023.

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

SIGNET JEWELERS

2024 PROXY STATEMENT

SIGNET JEWELERS

2024 PROXY STATEMENT

   FISCAL 2024 AND   

FISCAL 2025 TO DATE

◆  Published our third Corporate Citizenship and Sustainability Report, goals based on Signet’s Three Loves: Love for All People; Love for our Team; Love for our Planet and Products. (June 2023)

◆  Earned designation as a Great Place to Work-Certified^™ company for the fourth year in a row. (July 2023)