SIGNET JEWELERS LIMITED About Us
Signet Jewelers Limited is the world's largest retailer of diamond jewelry. As a Purpose-driven and sustainability- focused company, Signet is a participant in the United Nations Global Compact and adheres to its principles- based approach to responsible business. Signet operates eCommerce sites and approximately 2,700 stores under the name brands KAY Jewelers, Zales, Jared, Banter by Piercing Pagoda, Diamonds Direct, Blue Nile, James Allen, Rocksbox, Peoples Jewellers, H.Samuel, and Ernest Jones. Our sales derive from the retailing of jewelry, watches, and associated services. Signet's shares are listed on the New York Stock Exchange (SIG).
America's #1 jewelry destination for engagement rings and romantic gifts at great value to help you express your love in ways as personal as it feels.
Empowers fashion lovers to creatively express themselves with affordable jewelry and more than 50 years of piercing expertise.
Innovative digitally-native diamond company on the leading edge of custom bridal design and diamond jewelry.
Best jewelry values on UK High Street with style and design at heart for the fun-loving fashion follower.
Creating beautifully designed and crafted jewelry empowering style lovers to bring their wow to every moment for 100 years.
Direct diamond importer offering extraordinary value and selection in a luxurious, customer-centric experience.
Making the joy of jewelry accessible and convenient through our circular shopping platforms.
A contemporary UK jeweler offering unrivaled diamond selection and Swiss timepieces.
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.
CHAIR'S LETTER May 16, 2024
Dear Fellow
Shareholders
In our third year of Inspiring Brilliance, Signet Jewelers Limited ("Signet" or the "Company") again delivered strong shareholder returns as it continued to establish itself as a leading and differentiated retailer with scaled competitive advantages in the attractive and fragmented jewelry market.
Despite significant macroeconomic headwinds in Fiscal 2024, we delivered $7.2 billion in sales and continue to be the market share leader with an estimated 9.0% share of the U.S. jewelry market.
Signet continues to be well-positioned for future growth.
As the Board of Directors (the "Board"), we maintain a sharp focus on the creation of long-term shareholder value. We continued to return cash to shareholders during Fiscal 2024. We repurchased approximately 1.9 million shares under our share repurchase program at an average cost per share of $73.06, totaling $139 million. In March 2024, the Board approved a $200 million increase to the multi-year repurchase authorization, bringing the total remaining authorization to approximately $850 million at that time. That amount was net of approximately $7 million of shares repurchased in Fiscal 2025 through March 19, 2024.
The Company's priorities for the year ahead are to leverage our core competencies in bridal to win the return to engagement, drive repeat purchases, build lifetime value and loyalty, and reduce costs through transformation initiatives that improve our cash position. Delivering on these priorities will allow us to continue to reinvest in the business and return value to shareholders.
A clear sense of shared Purpose at Signet-Inspiring Love-is underpinning all our results. Our Purpose has also guided us- with the leadership of the Board's Corporate Citizenship & Sustainability Committee-to review and refine a series of ambitious Corporate Sustainability Goals to ensure they are tightly aligned with our business strategy and operations and are achievable by 2030. In our forthcoming Corporate Citizenship & Sustainability Report, we will articulate these goals in three areas: Love for All People, Love for Our Team, and Love for Our Planet and Products.
Signet's transformation into a Purpose-inspired company is also evident in our culture. For the fourth consecutive year, Signet was designated as a Great Place to Work-Certified™ company based on survey responses from our team members. In addition, recently, Signet was named to two lists by Newsweek magazine: America's Greatest Workplaces for Women 2024 and America's Greatest Workplaces for Diversity 2024. Signet also received a score of 95 out of 100 on the Human Rights Campaign Foundation's 2023-2024 Corporate Equality Index, the nation's foremost benchmarking survey and report measuring corporate policies and practices related to LGBTQ+ workplace equality.
H. Todd Stitzer
Chair of the Board,
Signet Jewelers
Pursuant to the Company's Board tenure requirements, I will retire as Chair of the Signet Board of Directors, effective immediately following the 2024 Annual Meeting of Shareholders ("Annual Meeting"). Subject to shareholder approval of her reappointment to the Board, Helen McCluskey will succeed me as the new Board Chair. I have complete confidence in Helen as she steps into the role of Chair and in the ever-growing strength and capability of our full Board, our CEO, Virginia C. "Gina" Drosos, the Signet Leadership Team, and the Signet organization.
The Board and I are proud of the results our Company has delivered and how we are delivering them. I look forward to watching this great team continue to win. We believe we are well-positioned to deliver long-term sustainable growth.
In addition to the accompanying Proxy Statement, we encourage you to review our Annual Report to Shareholders, including the accompanying Letters to Shareholders from Gina and me. We encourage you to review this year's Corporate Citizenship & Sustainability Report, which will be released in June, to understand how Signet is fulfilling its Purpose across several environmental, social, and governance topics.
Our Board also invites you to the Annual Meeting, which will be held June 28, 2024 at 11:30 a.m., Eastern Time. The Meeting will be held virtually via live audio webcast at www.virtualshareholdermeeting.com/SIG2024. You will not be able to attend this meeting in person. Please review the instructions for participating in the "Shareholder Q&A" section of the accompanying Proxy Statement.
Thank you for your support of our Company. We ask that you carefully consider the information in this Proxy Statement related to the various proposals. The Board is unwavering in its commitment to long-term success for our Company, and we value your input and feedback.
Sincerely,
H. Todd Stitzer
Chair
Notice of Annual Meeting of Shareholders
Date & Time | Place |
Friday, June 28, 2024, | Virtual meeting via live |
11:30 a.m., | audio webcast at: |
Eastern Time | www.virtualshareholder |
meeting.com/SIG2024 |
At the Meeting, the following items of business shall be considered:
- Election of twelve members of the Company's Board of Directors to serve until the next annual meeting of shareholders of the Company or until their respective successors are elected in accordance with the Bye-laws of the Company.
- Appointment of KPMG LLP as independent registered public accounting firm ("independent auditor") of the Company, to hold office from the conclusion of this Meeting until the conclusion of the next annual meeting of shareholders and authorization of the Audit Committee to determine its compensation.
- Approval, on a non-binding advisory basis, of the compensation of the Company's named executive officers as disclosed in the Proxy Statement (the "Say-on-Pay" vote).
- Approval of an amendment to the Signet Jewelers Limited 2018 Omnibus Incentive Plan to authorize additional shares for issuance thereunder.
Notice is hereby given that the 2024 Annual Meeting of Shareholders ("Meeting") of Signet Jewelers Limited (the "Company" or "Signet") to be held on Friday, June 28, 2024 at 11:30 am, Eastern Time. The Meeting will be held entirely online live via audio webcast.
If you are a Signet shareholder of record, you will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/SIG2024.
Each of the proposals to be presented at the Meeting will be voted upon by a poll. In addition, the Company will consider the transaction of any other business properly brought at the Meeting or any adjournment or postponement thereof.
The Board has fixed the close of business on Friday, May 3, 2024 as the record date for the Meeting. All of the Company's shareholders of record at the close of business on that date are entitled to notice of, and to participate and vote at, the Meeting and at any adjournment and continuation thereof.
Attendance at the Meeting will be limited to shareholders of record, beneficial owners with evidence of ownership, corporate representatives of shareholders, proxies and guests invited by management who have a 16-digit control number, which shall be on the notice, proxy card or instructions that accompanied the proxy materials.
The Meeting will be conducted pursuant to the Company's Bye-laws and rules of order prescribed by the Chair of the Meeting.
By Order of the Board.
Matt Shady
Corporate Secretary
May 16, 2024
Important notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held on June 28, 2024. The Notice of Internet Availability of Proxy Materials, Notice of Annual Meeting of Shareholders, Proxy Statement, Proxy Card and the Annual Report to Shareholders are available at www.proxydocs.com/SIG.
WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING OF SHAREHOLDERS AND REGARDLESS OF THE NUMBER OF SHARES YOU OWN, PLEASE REGISTER YOUR VOTE BY APPOINTING A PROXY ELECTRONICALLY BY INTERNET OR BY TELEPHONE IN ACCORDANCE WITH THE INSTRUCTIONS ON THE PROXY CARD, OR, ALTERNATIVELY, MARK, SIGN AND DATE THE PROXY CARD IN ACCORDANCE WITH THE INSTRUCTIONS THEREON AND MAIL IT PROMPTLY TO ENSURE THAT YOUR SHARES WILL BE REPRESENTED. YOU MAY ELECTRONICALLY VOTE LIVE IF YOU ATTEND THE VIRTUAL ANNUAL MEETING OF SHAREHOLDERS. YOUR PROXY IS REVOCABLE AT ANY TIME BY SENDING WRITTEN NOTICE OF REVOCATION OR BY SUBMISSION OF A PROPERLY EXECUTED PROXY BEARING A LATER DATE TO BROADRIDGE BY THE DEADLINE OF 12:01 AM, EASTERN TIME (5:01 AM, BRITISH SUMMER TIME) ON JUNE 28, 2024 OR BY VOTING ELECTRONICALLY AT THE VIRTUAL MEETING.
Table of Contents
PROXY STATEMENT SUMMARY | 1 |
SOLICITATION OF PROXIES | 7 |
PROPOSAL 1: | 8 |
Election of Directors | |
Director Qualifications and Experience | 9 |
Board Diversity, Independence and Tenure | 10 |
Director Nominees | 11 |
BOARD OF DIRECTORS AND CORPORATE | 17 |
GOVERNANCE | |
Role of the Board | 17 |
Board Leadership Structure and Composition | 17 |
Board Practices and Procedures | 19 |
Board Oversight of Risk | 21 |
Corporate Governance Guidelines and Code of | 23 |
Conduct and Ethics | |
Board Committees | 23 |
Communication with Directors and Director | 27 |
Nominees | |
Transactions with Related Parties | 27 |
DIRECTOR COMPENSATION | 29 |
SUSTAINABILITY AT SIGNET | 31 |
SIGNET'S APPROACH TO HUMAN CAPITAL | 33 |
MANAGEMENT | |
PROPOSAL 2: | 35 |
Appointment of Independent Auditor | |
REPORT OF THE AUDIT COMMITTEE | 36 |
OWNERSHIP OF THE COMPANY | 37 |
Shareholders Who Beneficially Own At Least Five | 37 |
Percent of Common Shares | |
Ownership by Directors and Executive Officers | 38 |
EXECUTIVE OFFICERS OF THE COMPANY | 39 |
PROPOSAL 3: | 41 |
Approval, on a Non-Binding Advisory Basis, of the | |
Compensation of the Company's Named | |
Executive Officers (Say-on-Pay" vote) |
EXECUTIVE COMPENSATION | 42 |
COMPENSATION DISCUSSION AND ANALYSIS | 43 |
Introduction | 43 |
Executive Summary | 44 |
Our Commitment to Pay for Performance | 47 |
How Executive Compensation is Determined | 48 |
Competitive Benchmarking Analysis | 49 |
Elements of NEO Compensation | 50 |
Other Policies and Practices | 56 |
Deductibility of Executive Compensation | 57 |
COMPENSATION COMMITTEE REPORT | 58 |
COMPENSATION COMMITTEE INTERLOCKS | 59 |
AND INSIDER PARTICIPATION | |
EXECUTIVE COMPENSATION TABLES | 60 |
Summary Compensation Table | 60 |
Grants of Plan-Based Awards | 61 |
Outstanding Equity Awards | 63 |
Option Exercises and Shares Vested | 64 |
Non-Qualified Deferred Compensation | 64 |
NEO AGREEMENTS | 65 |
TERMINATION PAYMENTS | 69 |
CEO PAY RATIO | 73 |
PAY VERSUS PERFORMANCE | 74 |
EQUITY COMPENSATION PLAN INFORMATION | 77 |
PROPOSAL 4: | 78 |
Approval of an Amendment to the Signet | |
Jewelers Limited 2018 Omnibus Incentive Plan | |
to Authorize Additional Shares for Issuance | |
Thereunder | |
SHAREHOLDER Q&A | 86 |
OTHER BUSINESS | 92 |
Proxy Statement Summary
2024 Annual Meeting of Shareholders
Highlights of certain information in this Proxy Statement are provided below. As it is only a summary, please refer to the complete Proxy Statement and 2024 Annual Report to Shareholders before you vote.
Date & Time
June 28, 2024,
11:30 a.m., Eastern Time
Record Date
May 3, 2024
Date proxy materials are first made available to Shareholders: May 16, 2024
Virtual meeting to be held via live audio webcast at
www.virtualshareholdermeeting.com/SIG2024
Electronic voting prior to the Annual Meeting
www.proxyvote.com
Voting Matters and Board Recommendations
Proposals | Board's | Page | |
Recommendation | |||
1. Election of twelve members of the Company's Board of Directors. | FOR All Director | 8 | |
Nominees |
2. Appointment of KPMG LLP as independent registered accounting firm of the Company,
to hold office from the conclusion of this Meeting until the conclusion of the next | FOR | 35 | |
annual meeting of shareholders, and authorization of the Audit Committee to | |||
determine its compensation. | |||
3. | Approval, on a non-binding advisory basis, of the compensation of the Company's | FOR | 41 |
named executive officers (the "Say-on-Pay" vote). | |||
4. | Approval of an Amendment to the Signet Jewelers Limited 2018 Omnibus Incentive | FOR | 78 |
Plan to authorize additional shares for issuance thereunder. | |||
ELECTION OF DIRECTORS (See page 8)
Chair (Current) | |
H. Todd Stitzer | |
Chair-Elect | DIRECTOR ATTENDANCE |
Helen McCluskey | |
AVERAGED | |
1 Year | 95% |
Director Terms | |
Board Meetings in | |
Fiscal 2024: 6 |
NO DIRECTOR | of the meetings and |
ATTENDED LESS THAN | those committees |
78% | |
on which the | |
Director served |
Standing Board Committee Meetings in Fiscal 2024
- Audit Committee
- Human Capital Management & Compensation Committee
- Governance & Technology Committee
- Corporate Citizenship & Sustainability Committee
- Finance Committee
SIGNET JEWELERS | 1 | 2024 PROXY STATEMENT |
PROXY STATEMENT SUMMARY
Committees
Nominees | AC HCMC GT | CCS | FC | Director | Independent | Recommended |
Since | 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 | Human Capital Management | Governance & Technology | Corporate Citizenship & | Finance |
Committee | & Compensation Committee | Committee | Sustainability Committee | Committee |
C = Chair |
- 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.
CORPORATE GOVERNANCE (See page 17)
Our corporate governance reflects best practices.
BOARD ACCOUNTABILITY
- All Directors are elected annually
- The Company has majority voting for Director elections
LEADERSHIP STRUCTURE AND SUCCESSION PLANNING
- The roles of the 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
DIRECTOR INDEPENDENCE
- 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
BOARD DIVERSITY
- 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
BOARD REFRESHMENT
- 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 | 2 | 2024 PROXY STATEMENT |
PROXY STATEMENT SUMMARY
BOARD EVALUATION AND EFFECTIVENESS
- Annual Board, Committee and Director evaluations are conducted, including periodic external Board evaluations
- A Director skills matrix is reviewed and approved by the Board each year
SHAREHOLDER RIGHTS AND ALIGNMENT
- 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
DIRECTOR ACCESS AND ENGAGEMENT
- Executive sessions of independent Directors are held at each regularly scheduled Board meeting
- All Directors continuing in office at the time are required to attend the annual meeting of shareholders
- 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
CORPORATE CITIZENSHIP
- The Board oversees corporate citizenship, environmental, social and governance matters, and sustainability through its standalone Corporate Citizenship & Sustainability Committee
- The Company publishes a Corporate Citizenship and Sustainability Report that seeks to align with SASB reporting standards
HUMAN CAPITAL MANAGEMENT
- The Board oversees human capital management, including culture, diversity and inclusion, benefits and wellbeing strategy, talent management, performance management, and succession planning through its Human Capital Management & Compensation Committee
RISK OVERSIGHT
- 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
EXECUTIVE COMPENSATION (See page 42)
Our executive compensation program is designed to attract, motivate, reward and retain talent and align the interests of executives with shareholders by paying for performance
Our compensation philosophy is to provide an attractive, competitive, and market-based total compensation program tied to performance and aligned with our objectives for long-term value creation. Our executive compensation practices reinforce our goals and aim to reward for meaningful progress against the Inspiring Brilliance strategic plan and priorities during Fiscal 2024, despite headwinds, volatility and challenges in the macroeconomic environment.
SIGNET JEWELERS | 3 | 2024 PROXY STATEMENT |
PROXY STATEMENT SUMMARY
Key components of our Fiscal 2024 executive compensation program
The Human Capital Management & Compensation Committee reviews program components, targets and payouts on an annual basis to assess the strength of pay-for-performance alignment. Performance is evaluated against short-term goals that support our long-term business strategy and long-term goals that are drivers of long-term shareholder value creation. The Committee has established an executive compensation program that contains the following key components:
Component | Objective | Performance Linkage |
Base salary | Provide a fixed level of pay that is | Amounts and performance |
not at risk and reflects individual | adjustments are tied to individual | |
experience and ongoing | performance, while factoring in | |
contribution and performance. | competitive market benchmarks. | |
Annual bonus under the Short-Term | Motivate and reward achievement | Cash awards depend on the degree |
Incentive Plan ("STIP") | of annual financial results against | of achievement against challenging |
established annual goals of the | annual performance targets that | |
Company. | align with our strategic plan and | |
are focused on profitable growth. | ||
Long-term incentives under the Long-Term Incentive Plan ("LTIP")
- Performance-basedrestricted stock units ("PSUs")
- Time-basedrestricted stock units ("RSUs")
Align management with long-term shareholder interests; retain executive officers; motivate and reward achievement of sustainable earnings growth and returns over time.
PSUs (60% of LTIP awards granted in Fiscal 2024) require achievement of challenging financial goals over a three-year performance measurement period and vest following such performance period, and RSUs (40% of LTIP awards granted in Fiscal 2024) vest over a three-year period for retention.
SIGNET JEWELERS | 4 | 2024 PROXY STATEMENT |
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Signet Jewelers Ltd. published this content on 17 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 May 2024 03:09:05 UTC.
