Signet Jewelers : 2026 Proxy Statements
SIG
Published on 05/14/2026 at 07:05 pm EDT
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SIGNET JEWELERS LIMITED
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About Us
Signet operates approximately 2,600 stores primarily under the name brands of Kay Jewelers, Zales, Jared, Blue Nile, Diamonds Direct, Banter by Piercing Pagoda, Peoples Jewellers, H.Samuel, and Ernest Jones. 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. Our sales derive from the retailing of jewelry, watches, and associated services. Signet's shares are listed on the New York Stock Exchange (SIG).
Our Portfolio ofBrands
K A Y BlueNfie J21REIfi
Z1LES
J E W E L E R S
America's #1 jewelry destination and tne leader in love, KAY offers fine jewelry that feels personal and intentional, empowering every story, every love, everywhere.
CANADA'S II DIAM0 ND STORE
Canada's leading fine jewellery retailer, offering quality styles at great value to express love
for every occasion-from engagements and birthdays to just because.
A luxury natural diamond retailer offering
expert craftsmanship, exceptional quality, and a curated selection of
bridal and fashion jewelry for life's meaningful moments, both online and in stores.
J E W E L E R S
Redefining modern luxury through curated designer collections, personalized service, and oespoke design innovation.
DIAMONDS DI RECT
Diamonds Direct combines exceptional quality with a welcoming, high-touch experience that transforms meaningful moments into lasting relationships.
Meant to be worn, layered, and lived in, Zales takes fine jewelry out of its box, turning it into a coveted daily ritual inspiring women to wear it whenever, wherever.
Banter
With quality, style, and accessibility at the core, Banter gives you the freedom to explore and define your look on your own terms.
H- S A M U E L
The UK and Ireland's most loved high street jeweller, bringing the joy of jewellery to everyday life through accessible style, gifting, and value.
E R N E S T J O N E S
The UK's leading diamond & fine jewellery specialist, helping people choose with confidence at life's most meaningful moments.
Providing expert jewelry services such as care, repair, and bespoke custom design, as well as payment options, warranty, and insurance products.
CHAIR'S LETTER May 14, 2026
Helen McCluskey
Chair of the Board
Proxy Letter from the Chair of the Board
DEAR FELLOW SHAREHOLDERS,
Signet's Board of Directors (the "Board") worked closely with our management team in Fiscal 2026 to make progress on Signet's goals while navigating a volatile and uncertain macroeconomic environment. In his first year as Signet's CEO, J.K. Symancyk launched Grow Brand Love, a comprehensive strategy to consolidate and strengthen our brand portfolio and improve Signet's operating model. The Board was encouraged to see these early actions support a return to sales growth and improved profitability, despite significant sector challenges, including a rapidly evolving tariff landscape and record gold prices.
As Board Chair, I've had the privilege of working closely with J.K. and benefiting from his retail industry insights. His honesty and openness to feedback shine through in his relationships with our team members and investors. Signet's stock outperformance over the S&P 500 Specialty Retail Index in cumulative total return in Fiscal 2026 reflects a combination of factors, including the market's growing confidence in J.K.'s leadership and is validation of the effort and commitment of Signet's more than 27,000 team members.
The Board is committed to continuing to support J.K. and the entire management team by providing expertise, guidance and oversight and will continue to rigorously evaluate management's performance through comprehensive metrics. The Board also regularly reviews its structure and practices to ensure it meets Signet's evolving needs and strives for best-in-class corporate governance. To this end, we made the following enhancements in Fiscal 2026:
Technology Committee: Recognizing the increasing importance of artificial intelligence ("AI"), e-commerce, digital innovation and cybersecurity, we established a standalone Technology Committee of the Board. This dedicated Committee enhances our oversight of technology strategy, data privacy, cyber risk, and better positions us to assess the effectiveness of Signet's investments in these areas that are important to our long-term strategy.
Governance, Nominations & Sustainability Committee: We combined oversight of sustainability and governance into the Governance, Nominations & Sustainability Committee, reinforcing the integration of sustainability considerations into our broader governance framework.
Performance-based Board Refreshment Approach: We updated our Director Refreshment Policy to emphasize skills, independence, and ongoing performance evaluations, while continuing to support thoughtful Board refreshment aligned with strategic needs.
We firmly believe that strong governance is rooted in a company's values and that our Purpose-driven culture contributes to our long-term financial success. I'm proud that Signet has been named, for the second year, among the 2026 World's Most Ethical Companies by Ethisphere and gratified by the fact that Signet earned the designation of a Great Place to Work-CertifiedTM company for the sixth consecutive year. These accolades speak to the values and commitment of our talented and passionate team members.
In support of Signet's commitment to ongoing board refreshment, the Company recently announced the appointment of Jeff Gennette to the Board of Directors,
adding a seasoned retail executive with more than 40 years of industry experience, including as Chairman and CEO of Macy's Inc., where he led the organization through periods of growth and transformation. His deep executive leadership, strategic planning capabilities, and broad operational experience across marketing, brand management, merchandising, and store operations will be a significant asset to the Board.
After serving on the Signet Board since March 2018, Nancy Reardon will not stand for re-election at the Company's Annual Meeting of Shareholders ("Annual Meeting"). Signet and the Board extend our sincere appreciation to Nancy for her dedicated service and significant contributions, particularly in her role as Chair of the Human Capital Management & Compensation Committee.
During a period of meaningful commercial and cultural transformation for the Company, Nancy provided steady leadership, sound judgment, and thoughtful counsel, guiding critical decisions affecting Signet's culture, team members, and long-term capabilities. Her guidance on Board composition and governance practices further strengthened oversight and supported the Company's cultural evolution and reputation.
In addition to the accompanying Proxy Statement, we encourage you to review our Annual Report to Shareholders, including the Letters to Shareholders from J.K. and me. We also recommend that you review this year's Corporate Citizenship & Sustainability Report, which is expected to be released in June, to understand how Signet is fulfilling its Purpose across the communities in which it operates.
Our Board also invites you to our 2026 Annual Meeting, which will be held on
June 26, 2026, at 11:30 a.m., Eastern Time. The Annual Meeting will be held virtually via live audio webcast at https://www.virtualshareholdermeeting.com/SIG2026. Participation will only be available through this virtual link. Please review the instructions for participating in the "Shareholder Q&A" section of the accompanying Proxy Statement.
Thank you for your support of Signet Jewelers. We ask that you carefully consider the information in this Proxy Statement related to the various proposals. The Board is committed to the long-term success of our Company, and we value your input and feedback.
Sincerely,
Helen McCluskey
Chair of the Board, Signet Jewelers
Notice of Annual Meeting of Shareholders
Friday, June 26, 2026, Virtual meeting via live
11:30 a.m., audio webcast at:
Eastern Time www.virtualshareholder meeting.com/SIG2026
At the Annual Meeting, the following items of business shall be considered:
1. Election of eleven members of the Company's Board of Directors to serve until the next annual meeting of shareholders of the Company or until their respective successors are elected in accordance with the Bye-laws of the Company.
2. Appointment of KPMG LLP as independent registered public accounting firm ("independent auditor") of the Company, to hold office from the conclusion of this Meeting until the conclusion of the next annual meeting of shareholders and authorization of the Audit Committee to determine its compensation.
3. Approval, on a non-binding advisory basis, of the compensation of the Company's named executive officers as disclosed in the Proxy Statement (the "Say-on-Pay" vote).
Notice is hereby given that the 2026 Annual Meeting of Shareholders ("Annual Meeting") of Signet Jewelers Limited (the "Company" or "Signet") to be held on Friday, June 26, 2026 at 11:30 am, Eastern Time. The Annual 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 https://www.virtualshareholdermeeting.com/SIG2026.
Each of the proposals to be presented at the Annual Meeting will be voted upon by a poll. In addition, the Company will consider the transaction of any other business properly brought at the Annual Meeting or any adjournment or postponement thereof.
The Board has fixed the close of business on Friday, May 1, 2026 as the record date for the Annual 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 Annual Meeting and at any adjournment and continuation thereof.
Attendance at the Annual 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 Annual Meeting will be conducted pursuant to the Company's Bye-laws and rules of order prescribed by the Chairman of the Annual Meeting.
By Order of the Board.
Matt Shady Corporate Secretary
May 14, 2026
Important notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held on June 26, 2026. 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 https://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 26, 2026 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 8
Board Composition, Independence and Tenure 9
Director Nominees 10
PROPOSAL 3: 38
Approval, on a Non-Binding Advisory Basis, of the Compensation of the Company's Named Executive Officers ("Say-on-Pay" vote)
EXECUTIVE COMPENSATION 39
COMPENSATION DISCUSSION AND ANALYSIS 40
Introduction 40
Executive Summary 41
Our Commitment to Pay for Performance 44
BOARD OF DIRECTORS AND CORPORATE
GOVERNANCE
16 How Executive Compensation is Determined 45
Role of the Board 16
Board Leadership Structure and Composition 16
Board Practices and Procedures 18
Board Oversight of Risk 21
Competitive Benchmarking Analysis 47
Elements of NEO Compensation 47
Other Policies and Practices 54
Termination Protection Agreements with NEOs 55
Corporate Governance Guidelines and Code of Conduct and 23
Ethics
Deductibility of Executive Compensation 56
COMPENSATION COMMITTEE REPORT 57
Insider Trading Policy 23
Board Committees 24
Communication with Directors and Director Nominees 28
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER 58
PARTICIPATION
Transactions with Related Parties 28
DIRECTOR COMPENSATION 29
SUSTAINABILITY AT SIGNET 31
EXECUTIVE COMPENSATION TABLES 59
Summary Compensation Table 59
Grants of Plan-Based Awards 61
Outstanding Equity Awards 63
SIGNET'S APPROACH TO HUMAN CAPITAL MANAGEMENT
32 Option Exercises and Shares Vested 64
Non-Qualified Deferred Compensation 65
PROPOSAL 2: 33
Appointment of Independent Auditor
REPORT OF THE AUDIT COMMITTEE 34
OWNERSHIP OF THE COMPANY 35
NEO AGREEMENTS 66
TERMINATION PAYMENTS 69
CEO PAY RATIO 74
PAY VERSUS PERFORMANCE 76
Shareholders Who Beneficially Own At Least Five Percent of 35
Common Shares
EQUITY COMPENSATION PLAN INFORMATION 80
Ownership by Directors and Executive Officers 36
EXECUTIVE OFFICERS OF THE COMPANY 37
SHAREHOLDER Q&A 81
OTHER BUSINESS 87
Proxy Statement Summary
2026 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 2026 Annual Report to Shareholders before you vote.
Date & Time
June 26, 2026,
11:30 a.m., Eastern Time
Record Date
May 1, 2026
Date proxy materials are first made available to Shareholders: May 14, 2026
Virtual meeting to be held via live audio webcast at
https://www.virtualshareholdermeeting.com/SIG2026
Electronic voting prior to the Annual Meeting
https://www.proxyvote.com
Proposals
Board's Recommendation
Page
Voting Matters and Board Recommendations
Election of eleven members of the Company's Board of Directors. FOR All Director 8
Nominees
Appointment of KPMG LLP as independent registered public accounting firm of the Company, to hold office from the conclusion of this Meeting until the conclusion of the next annual meeting of shareholders, and authorization of the Audit Committee to determine its compensation.
Approval, on a non-binding advisory basis, of the compensation of the Company's named executive officers (the "Say-on-Pay" vote).
FOR 34
FOR 39
Technology Committee*
1
Human Capital Management & Compensation Committee
7
Governance, Nominations & Sustainability Committee*
1
Finance Committee
6
Audit Committee
6
Standing Board Committee Meetings in Fiscal 2026
of the meetings and those Committees on which the Director served
Board Meetings in Fiscal 2026:
5
Chair
Helen McCluskey
Director Terms
1 Year
ELECTION OF DIRECTORS (See page 8)
* In August 2025, the Board implemented a restructuring of its Committee framework pursuant to which the former Governance & Technology Committee was separated into a standalone Technology Committee and a reconstituted Governance, Nominations & Sustainability Committee. The key elements of the former Corporate Citizenship & Sustainability Committee were primarily integrated into the Governance, Nominations & Sustainability Committee or reassigned to other Committees. Prior to the change, the Corporate Citizenship & Sustainability Committee met two times and the Governance & Technology Committee met three times.
SIGNET JEWELERS 1 2026 PROXY STATEMENT
PROXY STATEMENT SUMMARY
Committees
Nominees
AC
HCMC
GNSC
TC
FC
Director
Since
Independent
Recommended
Vote
Helen McCluskey
2013
YES
FOR
J.K. Symancyk
2024
NO
FOR
André V. Branch
◆
◆
2021
YES
FOR
Sandra B. Cochran
◆
◆
2024
YES
FOR
Jeffrey Gennette
◆
◆
2026
YES
FOR
R. Mark Graf
C
2017
YES
FOR
Zackery A. Hicks
C
2018
YES
FOR
Sharon L. McCollam
C
2018
YES
FOR
Brian Tilzer
C
2017
YES
FOR
Eugenia Ulasewicz
2013
YES
FOR
Dontá L. Wilson
2021
YES
FOR
AC HCMC GNSC TC FC
Audit Committee
C = Chair
Human Capital Management & Compensation Committee
Governance, Nominations & Sustainability Committee
Technology Committee
Finance Committee
Upon the departure of Nancy Reardon, who currently serves as the Chair of the Human Capital Management & Compensation Committee and is not standing for re-election at the Annual Meeting, Mr. Wilson shall become Chair of the Human Capital Management & Compensation Committee effective immediately following the Annual Meeting.
CORPORATE GOVERNANCE (See page 16)
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, Finance, Governance, Nominations & Sustainability, Human Capital Management & Compensation and Technology are independent Directors
All Directors are independent with the exception of the CEO
A Director Refreshment Policy is in place, which provides a resignation policy in the event a Director retires from or significant changes their principal occupation or business position or they can no longer effectively fulfill their responsibilities to the Company and Board, and other refreshment considerations
Average tenure of Board nominees is approximately 6.7 years
Five Board nominees have been added since the beginning of 2021
DIRECTOR INDEPENDENCE
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
BOARD DIVERSITY
The Board maintains a Director Refreshment Policy which includes Board refreshment considerations including diversity of skills, experiences, backgrounds, and other personal attributes, and publishes a Director skills matrix
The Chair is a woman and four Board nominees are women
Two Board nominees are persons of color
The Board nominees range in ages from 49 to 72 years
Two Board nominees identify with the LGBTQ+ community
BOARD REFRESHMENT
SIGNET JEWELERS 2 2026 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
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 28 of this Proxy Statement
No Directors are considered over-boarded
CORPORATE CITIZENSHIP
The Board oversees corporate citizenship and sustainability through its Governance, Nominations & Sustainability Committee
The Company annually 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, compensation, inclusivity, benefits and well-being 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 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 page39)
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 executive compensation philosophy is to provide an attractive, competitive, and market-based total compensation program tied to performance and aligned with long-term value creation. Our objective is to attract, retain, incentivize and reward the quality of executive officers necessary to deliver sustained high performance to our shareholders and customers. Our executive compensation practices during the fiscal year ended January 31, 2026 ("Fiscal 2026") reinforced our goals and were aimed at rewarding our executive officers for meaningful progress against our Grow Brand Love strategic plan and priorities despite ongoing headwinds, volatility and uncertainty in the macroeconomic environment.
SIGNET JEWELERS 3 2026 PROXY STATEMENT
PROXY STATEMENT SUMMARY
Key components of our Fiscal 2026 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, in cash, that is not at risk and reflects individual experience and ongoing contribution and performance.
Amounts and performance adjustments are tied to individual performance, while factoring in competitive market benchmarks.
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")
Motivate and reward achievement of annual financial results against established annual goals of the Company.
Align management with long-term shareholder interests; retain executive officers; motivate and reward achievement of sustainable earnings growth and returns over time.
Cash awards depend on the degree of achievement against challenging annual performance targets that align with our strategic plan and focus on profitable growth.
PSUs (60% of LTIP awards granted in Fiscal 2026) 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 2026) vest over a three-year period upon the continuance of service for retention.
SIGNET JEWELERS 4 2026 PROXY STATEMENT
PROXY STATEMENT SUMMARY
Executive compensation programs incorporate strong governance features
In designing and administering the Company's compensation program, the Human Capital Management & Compensation Committee periodically reviews benchmarks and has sought to align the program with best practices and principles, such as:
Align pay to Company strategy and performance results
Set rigorous, objective performance goals and tie vesting of performance-based equity awards to service over multiple years
Ensure oversight of compensation and benefit programs by independent Board of Directors
Impose and monitor meaningful stock ownership requirements
Maintain a Clawback Policy compliant with NYSE rules, which allows for recoupment in all incentive plans and provides the Human Capital Management & Compensation Committee the discretion to clawback for other circumstances, including reputational harm
Retain independent compensation consultant
Set maximum payout limits on all variable compensation
Mitigate undue risk in compensation programs
Require double-trigger vesting for severance and change-in-control benefits and LTIP awards
WHAT WE DO
WHAT WE DO NOT DO
No excise tax gross-ups in connection with a change in control
No dividend equivalents paid on performance share units
No hedging transactions, short sales or pledging of Company stock
No resetting of performance targets
No excessive severance benefits
The Company received strong shareholder support for the executive compensation program in place during the fiscal year ended February 1, 2025 ("Fiscal 2025"), with 96% of votes cast approving the advisory Say-on-Pay resolution in July 2025. As in prior years, the Committee considered this input from shareholders as well as input from other stakeholders as part of its annual review of the executive compensation program. Based on the Committee's assessment of the program, the Committee continued to apply the same principles in determining the amounts and types of executive compensation for Fiscal 2026.
Please see the Compensation Discussion and Analysis ("CDA") section of this Proxy Statement for a detailed description of executive compensation.
SIGNET JEWELERS 5 2026 PROXY STATEMENT
PROXY STATEMENT SUMMARY
SUSTAINABILITY AND HUMAN CAPITAL MANAGEMENT (See page31)
In Fiscal 2026, Signet brought its corporate Purpose - Inspiring Love - to life. We meaningfully advanced our Sustainability programs internally and strengthened our external data reporting capabilities. Our Human Capital Management strategy remains a key enabler of support for our Sustainability efforts.
We seek to provide our team members with a compelling benefits package and nurture talent through professional development opportunities that allow our team members to shine. Our team members fully embrace and embody our Purpose, enabling them to drive our mission, which is to Celebrate Life and Express Love® with our customers.
We continued to enhance and refine our Sustainability program and related initiatives in the last year. Significant milestones and accomplishments include:
The Signet Team Member Relief Fund, a team
member-funded resource that provides financial assistance to colleagues facing personal hardships such as those caused by natural disasters or other emergencies, distributed vital support to nearly 150 team members this year.
In line with our Purpose of Inspiring Love, the
Signet Love Inspires Foundation donated more than $1.2 million to nonprofit organizations that support the communities where our team members live and work.
For our calendar year 2025 fundraising
campaign benefiting St. Jude Children's Research Hospital®, Signet raised
$12 million. This record-breaking contribution was the highest amount Signet has ever raised in one year for St. Jude. Signet has raised more than $122 million throughout its 27-year partnership and, in late 2023, committed to raising another $100 million for St. Jude.
In Fiscal 2026, Ethisphere named Signet to its
2026 World's Most Ethical Companies® Honoree List for the second consecutive year, recognizing Signet's dedication to ethical business practices that positively impact team members, the communities in which we operate, and broader stakeholders.
Signet was named a Great Place to Work-
Certified™ company for the sixth consecutive 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.
In Fiscal 2026, Signet's Sustainability program
was guided by our 2030 Corporate Sustainability Goals (CSGs). Each CSG has a Signet Leadership Team sponsor to effectively integrate sustainability into Signet's business operations.
Signet executives and leaders advanced their
involvement and oversight of climate risk and opportunities through its Climate Action and Sustainability Committee (CASC). The cross-functional CASC also guides the control environment for climate-related disclosures.
Signet was named to four lists by Newsweek
reflecting the superior quality and collegiality of our workplace.
SIGNET JEWELERS 6 2026 PROXY STATEMENT
Signet Jewelers Limited May 14, 2026
Clarendon House 2 Church Street
Hamilton HM11, Bermuda
Solicitation of Proxies
The proxy or proxies accompanying this proxy statement and relating to shares of Class A Common Stock, par value $0.18 per share (the "Common Shares") are solicited on behalf of the Board of Directors of Signet Jewelers Limited, a Bermuda corporation, for exercise at the annual meeting of shareholders to be held on Friday, June 26, 2026 at 11:30 a.m., Eastern Time (the "Annual Meeting"). Due to the reasons set forth in the "Shareholder Q&A" section of this Proxy Statement, the Annual Meeting will be held in a virtual meeting format only via live audio webcast at https://www.virtualshareholdermeeting.com/SIG2026. You will not be able to attend the Annual Meeting in person. If you plan to attend the Annual Meeting virtually, please review the instructions for attendance included in the "Shareholder Q&A" section below.
This proxy statement and related form of proxy are being made first available to shareholders on or about May 14, 2026.
Unless otherwise specifically stated or the context otherwise requires, all references in this proxy statement to the "Company," "Signet," "we," "our," "us" and similar terms refer to Signet Jewelers Limited and its subsidiaries.
SIGNET JEWELERS 7 2026 PROXY STATEMENT
Proposal 1: Election of Directors
Our Directors are elected at each Annual Meeting and our Board currently consists of twelve Directors. Nancy Reardon will conclude her tenure on the Board at the Annual Meeting, as she has elected not to stand for re-election at the Annual Meeting. We thank Ms. Reardon for her eight years of dedicated service to the Company, including her long-standing service as Chair of the Human Capital Management & Compensation Committee. Effective as of the Annual Meeting, the size of the Board will be reduced to eleven Directors.
Therefore, we are asking shareholders to consider eleven 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, Nominations & Sustainability 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 Grow Brand Love strategy, oversee our operations in an evolving retail environment and goals to accelerate growth and build on our strong core foundation to create shareholder value. The Board was recently refreshed with the addition of Jeffrey Gennette, a highly qualified Director nominee who brings significant leadership experience in the retail industry, fresh insights, and expertise in areas relevant to guiding and overseeing key aspects of Grow Brand Love.
Director Qualifications and Experience
Our Governance, Nominations & Sustainability Committee performs an annual assessment of the skills and the experience needed to maintain a well-rounded and effective Board and summarizes such assessment in a tabular matrix. In Fiscal 2025, the Committee reviewed and updated the list of qualifications and experience to further align with the current needs of the Company following the launch of the Company's Grow Brand Love strategy. The Committee uses the matrix to assess the composition of the Board and to identify desired qualifications and experience for potential candidates, including the recent identification, selection and appointment of Jeffrey Gennette in May 2026. The following matrix provides a summary of the criteria used for each qualification and experience trait measured, as well as the total number of Director nominees that demonstrate the specific skills, knowledge and experience traits. Individuals may possess other valuable skills, knowledge and experience even though they are not included in the matrix below:
SIGNET JEWELERS 8 2026 PROXY STATEMENT
ELECTION OF DIRECTORS
Board Composition, Independence and Tenure
The Company's Corporate Governance Guidelines and New York Stock Exchange ("NYSE") listing standards require that independent Directors constitute a majority of the Board. All Directors, other than Mr. Symancyk, our CEO, have been affirmatively determined by the Board to be independent in accordance with all applicable standards.
In addition to the skills and qualifications listed above under "Directors Qualifications and Experience", inclusivity is another consideration the Governance, Nominations & Sustainability Committee considers in identifying potential candidates for the Board, including diversity in terms of business experience, functional skills, backgrounds and personal attributes. Considering diversity as part of the selection process for the candidates on our Board is consistent with the goal of creating a Board that best serves the needs of our Company and the interests of our shareholders and customers by offering a diverse set of perspectives. To this end, four out of the eleven nominees are gender diverse, two out of the eleven nominees are of diverse ethnicity, and two out of the eleven nominees identify with the LGBTQ+ community.
We believe that diversity with respect to tenure is also important to match the evolving needs of the business, and balance deep experience and knowledge of the Company with new perspectives. Therefore, we aim to maintain an appropriate balance of tenure across our Board. In furtherance of the Board's active role in Board succession planning and refreshment, five of the Director nominees have been appointed to the Board since the beginning of 2021.
The following charts summarize the independence, tenure, and age diversity of our Director nominees
BOARD NOMINEES
AGE RANGE
AVERAGE TENURE
of Standing Board Committees
will be chaired by a woman following the Annual Meeting
SIGNET JEWELERS 9 2026 PROXY STATEMENT
ELECTION OF DIRECTORS
DIRECTOR NOMINEES
Principal Occupation and Experience
Helen McCluskey has served as the Company's Chair of the Board since June 2024. 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
Ms. McCluskey brings a broad background in strategy, business development and planning, operations, supply chain and brand management, merchandising, marketing, and chief executive officer leadership experience to the Board. Her proven capabilities in strategic planning and analysis, combined with deep experience in the fashion and specialty retail industry and strong understanding of consumer behavior, provide meaningful governance and operational insight. Her extensive public company board experience further strengthens the Board's overall effectiveness and supports her service as Chair.
HELEN MCCLUSKEY CHAIR AND INDEPENDENT DIRECTOR
Age: 71
Director Since:
August 2013
Public Directorship
Abercrombie & Fitch Co.
Former Directorships
Avon Products, Inc. Dean Foods Company
Principal Occupation and Experience
J.K. Symancyk was appointed Chief Executive Officer of the Company on November 4, 2024. Prior to joining Signet, Mr. Symancyk served as President and Chief Executive Officer and as a director of PetSmart, Inc./PetSmart LLC, a leading specialty pet retailer, from June 2018 to September 2024. Prior to PetSmart, he served as President and Chief Executive Officer of Academy Sports & Outdoors, a sporting goods retailer, where he also served on the board of directors, and held many leadership roles at Meijer, a supercenter chain, including Group Vice President, EVP Chief Marketing Officer, Chief Operating Officer, and President. Mr. Symancyk currently serves as a member of the board of directors of Bath & Body Works, Inc., a publicly traded home and body care products retailer, since 2021. Previously, Mr. Symancyk served on the board of directors of Chewy, Inc., a publicly traded online retailer for pet products, from June 2018 through July 2021, and GameStop Corp., a publicly traded gaming and entertainment products retailer, from March 2020 to June 2021. He also serves as a member of the board of directors for the Retail Industry Leaders Association, a U.S. trade association for leading retailers. Mr. Symancyk graduated with a bachelor's degree from the University of Arkansas at Fayetteville.
J.K. SYMANCYK CHIEF EXECUTIVE OFFICER
Age: 54
Director Since:
November 2024
Director Qualifications and Key Skills and Attributes
With over 30 years of retail industry experience leading large and complex organizations across diverse categories, Mr. Symancyk brings deep executive leadership, including multiple years of chief executive officer experience, strategic planning and analysis, operations, merchandising, supply chain management, marketing and brand management expertise. His extensive background provides strong business and industry acumen, and he has significant experience driving growth and market leadership through proprietary brand development, services expansion, loyalty programs, and digital and supply chain enhancements.
Public Directorship
Bath & Body Works, Inc
Former Directorships
PetSmart, Inc. Chewy Inc.
GameStop Corp.
Academy Sports & Outdoors
SIGNET JEWELERS 10 2026 PROXY STATEMENT
ELECTION OF DIRECTORS
Principal Occupation and Experience
ANDRÉ V. BRANCH INDEPENDENT DIRECTOR
Age: 54
Director Since:
February 2021
André Branch serves as Chief Executive Officer of r.e.m. Beauty, a forward thinking cosmetics brand, since June 1, 2025. He previously served as Senior Vice President and General Manager of MAC Cosmetics North America at Estée Lauder Companies, a publicly traded multinational cosmetics company, from March 2020 through May 31, 2025, where he oversaw the entire operations of MAC Cosmetics across all channels including free standing stores, department stores, specialty-multi, pure play, and eCommerce. His responsibilities at MAC Cosmetics included, but were 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
Mr. Branch contributes over 25 years of experience as a general management and marketing executive at leading consumer packaged goods companies, bringing contemporary omnichannel expertise and a strong marketing and brand management core to the Board. His background reflects meaningful executive leadership experience, including experience as a chief executive officer, along with deep capabilities in strategic planning and analysis, operations, supply chain, and the retail, fashion, and beauty industries. His extensive marketing and brand expertise further enhances Board insight into consumer engagement, brand innovation, and marketplace positioning.
Committees Audit Technology
Principal Occupation and Experience
SANDRA B. COCHRAN INDEPENDENT DIRECTOR
Age: 67
Director Since:
February 2024
Sandra B. Cochran 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 and on the board of directors at Books-AMillion, 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 directors of Lowe's Companies, Inc., a publicly traded leading home improvement retailer, since 2016, and Six Flags Entertainment Corporation, a publicly traded regional amusement-resort operator, since June 2025. She previously served on the board of directors 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 brings more than 30 years of retail industry experience across major public companies, with extensive expertise in finance, marketing, operations, strategic planning, and risk management. Her experience as both a chief financial officer and chief executive officer provides strong executive leadership, as well as deep financial and accounting literacy that supports effective oversight of financial strategy, controls and performance. Her significant public company board experience, including service as an executive chair of a public company board, offers valuable governance, risk oversight and operational insight to the Board.
Committees
Human Capital Management & Compensation
Finance
Public Directorships Lowe's Companies, Inc. Six Flags Entertainment Corporation
Former Directorships
Cracker Barrel Old Country Store, Inc. Dollar General Corporation
SIGNET JEWELERS 11 2026 PROXY STATEMENT
ELECTION OF DIRECTORS
Principal Occupation and Experience
Jeffrey Gennette served as Chief Executive Officer of Macy's, Inc., a publicly traded department store organization, from March 2017 to February 2024 and as Chairman from February 2018 to April 2024. Prior to his roles as Chief Executive Officer and Chairman,
Mr. Gennette served in positions of increasing responsibility at Macy's over a more than 40-year career, including President from 2014 to 2017, Chief Merchandising Officer from 2009 to 2014, Chairman and Chief Executive Officer of Macy's West from 2008 to 2009, and Chairman and Chief Executive Officer of Macy's Northwest from 2006 to 2008. Earlier in his career, he held a variety of leadership positions across merchandising and store operations, including executive vice president and director of stores at Macy's Central and senior vice president and general merchandise manager. Mr. Gennette currently serves on the Board of Advisors for Edward Jones Investments and on the Board of Directors for the National AIDS Memorial. He previously served on the board of directors of Macy's, Inc. from 2016 to April 2024. Mr. Gennette holds a bachelor's degree in English from Stanford University.
Director Qualifications and Key Skills and Attributes
JEFFREY GENNETTE INDEPENDENT DIRECTOR
Age: 65
With more than 40 years of experience in the retail industry, including as the chairman and chief executive officer of a major department store company, Mr. Gennette brings significant executive leadership and strategic planning expertise to the Board. His extensive career at Macys Inc., including roles as chief merchandising officer, president and chief executive officer, provides deep insight across key areas of retail operations, including marketing, brand management, merchandising and store operations. As a long-tenured senior division leader, he further contributes substantial talent development experience and valuable perspective on executive and board succession planning to the Board.
Committees Finance Human Capital Management & Compensation
Private Directorship
Edward Jones Investments
Former Directorship
Macy's, Inc.
Principal Occupation and Experience
Mark Graf served as Chief Financial Officer of Discover Financial Services, a publicly traded financial services company, from April 2011 to September 2019, including service as the company's Chief Accounting Officer from April 2011 to December 2012. Prior to joining Discover, he served as an Investment Advisor at Aquiline Capital Partners from 2008 to 2010 and a Partner at Barrett Ellman Stoddard Capital Partners from 2006 to 2008. Mr. Graf also served in various roles at Fifth Third Bancorp from 2001 to 2006 and AmSouth Bancorporation from 1994 to 2001. Mr. Graf currently serves on the board of directors of Harmony Biosciences Holdings, Inc., a publicly traded commercial-stage pharmaceutical company, since November 2020, and Marqeta, Inc., a publicly traded global modern card issuing company, since July 2024. He previously served on the board of directors of Castle Creek Biosciences, Inc., a privately held clinical-stage cell and gene therapy company, from 2021 to 2023. 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.
R. MARK GRAF INDEPENDENT DIRECTOR
Age: 61
Director Since:
July 2017
Director Qualifications and Key Skills and Attributes
Mr. Graf brings nearly 20 years of C Suite leadership experience in major public financial firms, along with experience as an investor. He contributes proven executive leadership experience, including service as a CFO that enhances the Board's ability to evaluate financial strategies, capital allocation, and long term value creation. His background in private equity, capital analysis, consumer credit, and finance, combined with business development, public company board service, and extensive risk management expertise across financial and operational domains, strengthens the Board's merger and acquisition, financial and strategic oversight capabilities.
Committees Finance (Chair) Audit
Public Directorships
Harmony Biosciences Holdings, Inc. Marqeta, Inc.
Former Directorship
BNC Bancorp
SIGNET JEWELERS 12 2026 PROXY STATEMENT
ELECTION OF DIRECTORS
Principal Occupation and Experience
ZACKERY A. HICKS INDEPENDENT DIRECTOR
Age: 63
Director Since:
October 2018
Zackery Hicks served as Chief Digital and Technology Officer at Kimberly-Clark Corporation, a multinational personal care corporation, from July 2022 through March 2026. At Kimberly-Clark, he led enterprise wide digital, data, and artificial intelligence ("AI") strategy, pioneering the deployment of agentic AI capabilities to move beyond traditional automation toward autonomous, decision supporting systems embedded in core business processes, AI governance, and large-scale capital investments. Previously, he 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 transition from a traditional automotive manufacturer to a mobility and services company and oversaw the development of connected vehicle and software platforms that established significant new recurring revenue streams and enhanced enterprise value. He is also the founder and former CEO of Toyota Connected North America through July 2022, where he created and scaled a profitable global data and AI platform that enabled recurring, data-based revenue streams, establishing the global data strategy and successfully commercializing mobility services for millions of customers worldwide. 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 brings over 25 years of experience in digital transformation, artificial intelligence, and digital driven value creation to the Board, with a proven track record of scaling multi-billion-dollar digital platforms and aligning technology investments with shareholder value and margin expansion. He provides the Board with critical expertise in AI oversight and governance, specifically in the deployment of agentic AI systems within complex, regulated global environments. His background in cybersecurity, data privacy and technology risk management supports the Board's oversight of resilient technology environments and operations. Additionally, Mr. Hicks contributes meaningful experience in capital allocation, strategic planning, and international organizations to the Board.
Committees
Technology (Chair) Governance, Nominations & Sustainability
Principal Occupation and Experience
SHARON L. MCCOLLAM INDEPENDENT DIRECTOR
Age: 64
Director Since:
March 2018
Sharon McCollam serves as President and Chief Financial Officer of Albertsons Companies, Inc., a food and drug retailer, since September 2021. Prior to Albertsons, she served as the Chief Financial Officer and Chief Administrative Officer of Best Buy Co., Inc., a multinational consumer electronics retailer, from December 2012 until June 2016 and remained a senior advisor through January 2017. Prior to Best Buy, Ms. McCollam served in roles of increasing responsibility at Williams-Sonoma Inc. from 2000 to 2012, including Executive Vice President, Chief Operating and Chief Financial Officer. She is currently a member of the board of directors for Stitch Fix, Inc., a publicly traded online personal styling service and retailer, since November 2016. She previously served on the board of directors for Advance Auto Parts, Inc., an automotive parts provider, from February 2019 to August 2021, Chewy, Inc., an online retailer of pet products, from June 2019 to September 2021, and Whole Foods Market, a publicly traded grocery company, from May 2017 until its acquisition by Amazon in August 2017. She also serves on the board of privately held GetYourGuide AG, an online travel agency and marketplace, since October 2019. She holds a B.S. in Accounting from the University of Central Oklahoma and is a Certified Public Accountant.
Director Qualifications and Key Skills and Attributes
Ms. McCollam offers significant C Suite experience at major public companies and is recognized for her leadership in a major OmniChannel transformation in the retail sector. She brings extensive executive leadership and public company board experience, along with strong audit, financial and accounting expertise, and deep retail industry experience. Her background includes robust strategic planning and analysis capabilities and substantial risk oversight and management experience across finance, supply chain, information technology, customer care, real estate, enterprise shared services, and store development.
Committees Audit (Chair) Technology
Public Directorship
Stitch Fix, Inc.
Private Directorship
GetYourGuide AG
Former Directorships Advance Auto Parts, Inc. Chewy, Inc.
Whole Foods Market
SIGNET JEWELERS 13 2026 PROXY STATEMENT
ELECTION OF DIRECTORS
Principal Occupation and Experience
Brian Tilzer served as Chief Digital Analytics and Technology Officer at Best Buy Co., Inc., a multinational consumer electronics retailer, from May 2018 until July 2025. In his role at Best Buy Co., Inc., he led enterprise-wide digital, data, and AI transformation, building the platforms, capabilities, and operating models that drove measurable improvements in customer experience, revenue growth, and operational efficiency and scaled a leading retail business. He led technology strategy and operations across design, product management, engineering, data science, machine learning, and platform teams, including the company's technology center 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 built and scaled an enterprise-wide digital program to over 50 million active users. Prior to CVS Health,
BRIAN TILZER INDEPENDENT DIRECTOR
Age: 55
Director Since:
February 2017
Mr. Tilzer was the Senior Vice President of Global eCommerce at Staples, where he led multi-channel digital strategies that materially expanded the company's digital revenue base. He has also held leadership roles at Accenture, serving retail and consumer businesses through technology, strategy development and transformation. Mr. Tilzer is a member of the Data and Trust Alliance, a cross-industry initiative advancing the ethical and effective use of AI in business, and the Wall Street Journal Board of Directors Council, a peer network of public company board directors. 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 brings more than 30 years of experience leading complex technology, digital, data and AI strategies and transformations, and aligning technology and AI investments to enterprise strategy across leading consumer businesses. He offers deep expertise in AI strategy and governance, advanced analytics, digital platform development, cybersecurity, and data privacy, with a proven ability to translate complex technology initiatives into measurable business results and improve customer experiences. Mr. Tilzer also contributes to the Board significant governance experience that complements his operating background. As Chair of the Company's Governance, Nominations & Sustainability Committee and over nine years of service on the Board, he has deliberately shaped Board composition, led the Company's CEO succession process, and provided board-level oversight of Signet's technology and digital strategy.
Committees
Governance, Nominations & Sustainability (Chair) Technology
Principal Occupation and Experience
EUGENIA ULASEWICZ INDEPENDENT DIRECTOR
Age: 72
Director Since:
September 2013
Eugenia Ulasewicz serves on numerous international retail sector public company boards due to her extensive retail career. Prior to stepping away from corporate life in March 2013, she served as the President of Burberry Group plc's Americas division. 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., Galeries Lafayette from and Bloomingdales, a division of Macy's, Inc. (formerly Federated Department Stores, Inc.) beginning as a merchant. 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 received a BS degree from University of Massachusetts and Doctor of Laws honoris causa from the University of Mount Saint Vincent for her philanthropic work with homeless women and children.
Director Qualifications and Key Skills and Attributes
Ms. Ulasewicz brings extensive international executive leadership in retail and luxury fashion, and experience overseeing operations across the U.S., Canada, and Latin America. She offers deep public company board experience across multinational retail, fashion, distribution, and travel businesses, with expertise in branding, marketing, strategy, omnichannel operations, risk management, and executive succession. Her strong human capital and governance credentials, including talent development, compensation oversight, and NACD Leadership Fellow distinction, provide balanced judgment, a sustainability focus and long-term value creation insight to the Board.
Committees
Governance, Nominations & Sustainability Human Capital Management & Compensation
Public Directorships
Vince Holding Corp.
Avolta AG (FKA Dufry Group)
Former Directorships
ASOS plc Bunzl plc Hudson Ltd.
SIGNET JEWELERS 14 2026 PROXY STATEMENT
ELECTION OF DIRECTORS
Principal Occupation and Experience
DONTÁ L. WILSON INDEPENDENT DIRECTOR
Age: 49
Director Since:
February 2021
Dontá Wilson has served as Chief Consumer and Small Business Banking Officer, member of the Executive Leadership Team and member of the Operating Council 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. 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
Mr. Wilson brings a proven track record in driving growth, leading large-scale sales and operational teams, strengthening brand equity and organizational culture, and advancing digital transformation initiatives with meaningful experience in change management, talent development and compensation design. He contributes strong financial fluency, expertise in strategic planning and analysis, marketing, business development, and operations, along with experience leading digital and data analytics efforts and direct responsibilities for mergers and acquisitions. His meaningful risk management and oversight experience further supports the Board's ability to navigate evolving challenges and opportunities.
Committees Finance Human Capital Management & Compensation
The Board of Directors Recommends a Vote "FOR" Each of the Nominees Named Above.
SIGNET JEWELERS 15 2026 PROXY STATEMENT
Board of Directors and Corporate Governance
ROLE OF THE BOARD
The Board's prime objective is the sustainable enhancement of business performance and shareholder value. It is responsible for determining all major policies, ensuring that effective strategies and management are in place, assessing Signet's performance and that of its senior management, reviewing the systems of internal control and risk management and providing oversight of policies relating to good corporate governance, ethics, sustainability and other matters.
BOARD LEADERSHIP STRUCTURE AND COMPOSITION
Separate and Independent Chair
The Company has a Chair of the Board who is separate from its CEO and considered independent under NYSE Listing Standards. The Board considers having a clear division of responsibilities between the Director responsible for leadership of the Board and the principal executive responsible for the Company's day-to-day operations to be important to the Board's effectiveness and efficiency. The Board therefore continues to believe that separating the roles of Chair and CEO is in the best interests of the Company and its shareholders at the present time and has established the following division of responsibilities between the Chair and the CEO:
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.
THE CHAIR IS RESPONSIBLE FOR:
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.
THE CEO IS RESPONSIBLE FOR:
Independent Directors Constitute a Majority of the Board
The Board and nominees named for election at the Annual Meeting include one executive Director, with the remaining incumbent non-employee Directors and Board nominee being independent, including the Chair. The Board has affirmatively determined that each of the following Directors currently serving on the Board and all Board nominees for election is "independent" under all applicable NYSE standards: Helen McCluskey, André V. Branch, Sandra B. Cochran, Jeffrey Gennette, R. Mark Graf, Zackery A. Hicks, Sharon L. McCollam, Nancy A. Reardon, Brian Tilzer, Eugenia Ulasewicz and Dontá L.
Wilson. In determining "independence" the Board considers any commercial, consulting, legal, accounting, charitable or any other business or non-business relationships that a Director or his or her immediate family may have with the Company. No relationships exist that impacted the independence of any of the independent Directors.
SIGNET JEWELERS 16 2026 PROXY STATEMENT
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Board Membership Selection
The identification, screening, and selection of qualified directors with diverse skills and viewpoints is a key element of the success and effectiveness of our Board. The Governance, Nominations & Sustainability Committee considers the composition of our Board, evaluates prospective nominees and recommends candidates for full Board approval. The Board's evaluation is focused on the business and strategic needs of the Company and the desired composition of the Board. Seven of the Director nominees have been added to the Board since the beginning of 2018, six of whom were appointed through the process noted below and one of whom was appointed in connection with his appointment as our Chief Executive Officer.
Director Refreshment Policy
The Board maintains a Director Refreshment Policy that outlines the Board's responsibilities for reviewing and considering the composition and structure of the Board and its Committees. The policy is intended to ensure that the Board maintains an appropriate balance of specialization, skills, experience, diversity and independence, and that its overall composition remains well-positioned to address the evolving strategic and oversight needs of the Company. Pursuant to the Policy, the Governance, Nominations & Sustainability Committee is responsible for reviewing Board composition and ensuring an appropriate structure and size of the Board, mix of expertise, backgrounds and perspectives, and the alignment of Board capabilities with the Company's strategic priorities and emerging governance considerations. In conducting this review, the Governance, Nominations & Sustainability Committee considers a range of professional and personal attributes, including diversity of business and industry experience, skills, backgrounds, and other personal attributes, with the aim of achieving balanced representation to promote effective Board oversight.
SIGNET JEWELERS 17 2026 PROXY STATEMENT
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
During 2025, the Board approved amendments to the Director Refreshment Policy to remove tenure limitations. These changes were intended to emphasize the focus of nomination and renomination decisions from fixed term limits to a more qualitative assessment based on the annual Board evaluation process, each Director's individual contributions, and overall fit on the Board. The policy was further updated to clarify and expand the Governance, Nominations & Sustainability Committee's responsibilities for Board refreshment, with an emphasis on aligning Board capabilities with the Company's strategy and the oversight needs of a public company.
The Director Refreshment Policy includes a resignation policy requiring any Director who retires from, or experiences a significant change in, their principal occupation or business position following their latest election to the Board-or who otherwise becomes unable to effectively fulfill their responsibilities to the Company and the Board-to offer a letter of resignation. The Governance, Nominations & Sustainability Committee, together with the Chair of the Board, reviews such resignation and recommends to the full Board whether or not to accept it.
The Board and Governance, Nominations & Sustainability Committee are committed to ensuring that all prospective director candidate pools reflect a wide variety of personal and professional backgrounds and experiences, and that all appointments and nominations be merit-based after considering the range of skills, experience and viewpoints needed for effective Board oversight. The Board and Governance, Nominations & Sustainability Committee achieve these objectives in consideration of the current composition of the Board as represented within the Company's Board Skills Matrix to ensure any new director supports and addresses the needs of the Company and Board. The Director Refreshment Policy is available on request from the Corporate Secretary and at https://www.signetjewelers.com/investors/corporate-governance/documents-and-charters/.
BOARD PRACTICES AND PROCEDURES
Director Attendance at the Annual Meeting of Shareholders
All Directors are required to attend the annual meeting of shareholders. All Directors who served at the time attended the annual meeting of shareholders held in July 2025.
Meetings and Attendance During Fiscal 2026
In Fiscal 2026, the Board met five times (including meetings by video conference). On average, the incumbent Directors attended 96% of the aggregate number of meetings of the Board and those Board Committees on which they served during Fiscal 2026, and no single incumbent Director attended less than 75% of the total number of meetings of the Board and each Board Committee on which they served during Fiscal 2026.
Executive Sessions of Independent Directors
Independent Directors meet regularly in executive sessions without management participation. The Chair presides at those meetings.
Board and Committee Evaluation
The Board conducts a comprehensive evaluation of the effectiveness of the Board, its Committees, and individual Directors on an annual basis.
This process is designed to solicit feedback from each Director and members of management who regularly interact and participate in Board and Committee meetings regarding:
Matters that the Directors and management 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, responsibilities and performance of individual Directors; and
Future development needs of the Board and the Directors.
Feedback from this evaluation is utilized to facilitate and inform Board refreshment, refine the functionality and processes of Board and Committee operations, and gain Board member and management perspectives on whether the Directors' skills are matched to the Company's strategies, business needs, and risk profile.
SIGNET JEWELERS 18 2026 PROXY STATEMENT
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
The Governance, Nominations & Sustainability Committee Chair oversees the evaluation process, which includes the development and approval of the evaluation design by the Governance, Nominations & Sustainability Committee, its administration through interviews by management or a third party, analysis and summarization of the results and a report to the full Board and each Committee on an anonymous basis. In Fiscal 2026, the Board engaged outside counsel to facilitate its annual Board evaluation process
In March 2026, the Board approved various enhancements to the annual Board evaluation process designed to improve the efficiency and effectiveness of the evaluation; align with good governance practices; inform individual Director development, refreshment and renomination opportunities and decisions; and enable the Board and Company to track concrete follow-through on opportunities for Board, Committee and individual Director development. Key updates included the introduction of a written component of the evaluation process in addition to the in-person interviews, a more formalized individual Director evaluation, and an enhanced process for concrete follow through following the evaluation. The Board evaluation process is more fully illustrated below:
BOARD EVALUATION PROCESS
DISCUSSION OUTLINE
The self-evaluation is facilitated through a discussion outline developed by the Governance, Nominations & Sustainability Committee in consultation with outside counsel. The discussion outline includes a series of topics and questions designed to solicit constructive feedback to inform continuous improvement and effectiveness of the Board, its Committees, and individual Directors.
WRITTEN QUESTIONNAIRES
INDIVIDUAL DIRECTOR ASSESSMENT
CONFIDENTIAL INTERVIEWS
ANALYSIS OF FEEDBACK
RESPOND TO INPUT
Written questionnaires are administered annually for the Board and its Committees and are completed by each Director, as applicable, as well as members of management who regularly attend Board and Committee meetings. The questionnaires focus on matters that lend themselves to quantitative scoring, including meeting effectiveness, agendas, meeting materials, Board and Committee composition, Director orientation and continuing education. The questionnaires also provide opportunities for short qualitative responses and are completed prior to the confidential interviews described below.
To further enhance overall Board effectiveness and support director refreshment and development objectives, the annual evaluation program includes a formalized individual Director assessment. This process includes an individual Director self-assessment for the 2026 evaluation.
Following the completion and analysis of the written questionnaires and individual Director assessments, members of the Board and management participate in individual evaluation discussions conducted through confidential interviews with an independent third party. These interviews are based on the discussion outline and key themes identified through the questionnaires, with follow-up questions as appropriate based on responses provided.
Feedback obtained through the written questionnaires and interviews is analyzed to identify trends, including areas of strength and opportunities for improvement. The independent third party presents key findings on an anonymous basis to the full Board, each Committee, individual Directors, and management, as appropriate.
The Board and its Committees review and discuss the results of the evaluation and, in response to the feedback, identify and develop specific Board-level and Committee-level priorities to further enhance effectiveness. Where appropriate, evaluation results may also inform individual Director development. The Board and Committees work with management to implement agreed-upon actions and monitor progress against identified priorities and opportunities for improvement.
SIGNET JEWELERS 19 2026 PROXY STATEMENT
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Board Continuing Education
All Directors are encouraged to attend educational programs related to the fulfillment of their duties as members of our Board and Board Committees, including programs sponsored by universities, governance associations, our independent auditors, or other organizations. The Company reimburses Directors for any reasonable expenses in connection with such programs. On a quarterly basis, Directors are provided with a list of educational opportunities and events covering issues and trends that are relevant to their service on the Board or Board Committees. From time to time, the Board also engages outside speakers to present to the Board on topics such as governance trends, cybersecurity, artificial intelligence and sustainability matters.
In addition, Directors receive regular communications regarding press coverage, current events relating to our business and inspiring stories related to our customers or team members, and investor relations updates regarding analyst and rating agency reports and updates, as well as feedback from our shareholders.
SIGNET JEWELERS 20 2026 PROXY STATEMENT
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
BOARD OVERSIGHT OF RISK
One of the Board's most important roles involves risk oversight. While senior management has primary responsibility for managing day-to-day risks, the Board is responsible for overseeing the Company's risk management framework and the most significant enterprise risks. The Board allocates oversight responsibility for certain risk areas among its Committees, and regularly reviews how risks and oversight responsibilities are aligned as the Company's strategy, operations and risk profile evolve. Committee deliberations and key risk developments are reported regularly to the full Board. Our risk oversight process, including key risk focus areas for the Board and each of its Committees, is summarized below.
SIGNET JEWELERS 21 2026 PROXY STATEMENT
Table of Contents
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Enterprise Risk Management
Management is responsible for the identification, assessment and management of the Company's day-to-day risks. The Chief Legal, Compliance and Risk Officer chairs the Company's management-level Risk Committee, which operates pursuant to a Board-approved charter and is composed of senior leaders from across the Company. The Risk Committee meets regularly to review the Company's enterprise risk profile, emerging risks, regulatory developments, and risk mitigation activities, and provides periodic updates to the Board and the Audit Committee to support their risk oversight responsibilities.
In addition, the Board, its Committees and individual directors have regular and direct access to management to discuss risk-related matters, internal controls and emerging issues as appropriate, including outside of regularly scheduled meetings.
Compensation Policies and Risk Taking
The Human Capital Management & Compensation Committee has evaluated the Company's policies and practices of compensating team members and has determined that they are not reasonably likely to have a material adverse effect on the Company. The Human Capital Management & Compensation Committee has reached this conclusion based in part on a review conducted by its independent compensation consultant that analyzed the Company's compensation policies and practices for all team members, including executive officers. The Human Capital Management & Compensation Committee noted several aspects of the compensation programs that reduce the likelihood of excessive risk-taking:
Compensation for the executive officers is a mix of fixed and variable awards, with share-based compensation that vests in accordance with both time- and performance-based criteria;
The executive officer annual short-term and multi-year long-term incentive programs are both based in part on performance targets the Human Capital Management & Compensation Committee believes are closely tied to the creation of long-term shareholder value, aligned with key business drivers with balanced weight applied to both top- and bottom-line performance. These performance targets for executive officers are reviewed and approved by the Committee and set in advance, with above-target payouts capped at 200% and 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 CDA of this Proxy Statement for more information on the performance metrics used for the Fiscal 2026 short-term and long-term incentive programs;
Equity compensation is provided through annual grants under the long-term incentive plan that includes a market competitive mix of annually granted time-based restricted stock units (50% of the annual equity award) that generally vest ratably over three years and performance-based restricted stock units (50% of the annual equity award) that vest 100%, subject to performance achievement three years from the grant date. This approach addresses longer "tail" risks as participants remain subject to performance achievement risks associated with their ongoing and overlapping vesting cycles. Consistent with Fiscal 2025, in Fiscal 2026, the Committee utilized 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, and includes a market competitive mix between ;
The Company seeks to maintain conservative equity utilization under share-based incentive plans;
The Chief Executive Officer and other executive officers, including all NEOs included in this Proxy Statement, are subject to robust 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 recipients 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 previously issued 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 22 2026 PROXY STATEMENT
Disclaimer
Signet Jewelers Ltd. published this content on May 14, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 14, 2026 at 23:04 UTC.