DEF 14A of Signet Jewelers LTD, May 4, 2023

DEF 14A of Signet Jewelers LTD

Filed May 4, 2023 · FY20230001193125-23-136045

Open on EDGAR

  1. Key components of our Fiscal 2023 executive compensation program

    | Component | Objective | Performance Linkage | | Base salary | Provide a fixed level of pay that is not at risk and reflects individual experience and ongoing contribution and performance. | Amounts and performance adjustments are tied to individual performance, while factoring in competitive market benchmarks. | | Annual bonus under the Short-Term Incentive Plan (“STIP”) | Motivate and reward achievement of annual financial results against established annual goals of the Company. | Cash awards depend on the degree of achievement against annual performance targets that align with our strategic plan and are focused on profitable growth. | | Long-term incentives under the Long-Term Incentive Plan (“LTIP”) ◆ Performance-based restricted stock units (“PSUs”) ◆ Time-based restricted stock units (“RSUs”) | Align management with long-term shareholder interests; retain executive officers; motivate and reward achievement of sustainable earnings growth and returns over time. | PSUs (60% of LTIP awards granted in Fiscal 2023) require achievement of Company financial goals over a two-year performance measurement period and vest one year after the end of the performance measurement period, and RSUs (40% of LTIP awards granted in Fiscal 2023) vest over a three-year period for retention. |

  2. Executive compensation programs incorporate strong governance features

    | WHAT WE DO | | | ◆ 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 | | | ◆ 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 other benefits and LTIP awards upon change-in-control | |

  3. Executive compensation programs incorporate strong governance features

    | 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 | |

  4. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  5. DIRECTOR NOMINEES

    | | Principal Occupation and Experience Todd Stitzer has been Chairman of the Board of Signet since June 2012. Mr. Stitzer is also a member of the board of directors of Massachusetts Mutual Life Insurance Company, a privately held mutual life insurance company, where he served as Lead Director from 2018 to 2020 and Chairman of the Audit Committee from 2015 to 2018. Previously, Mr. Stitzer was, until its acquisition by Kraft, Inc. in 2010, the Chief Executive Officer of Cadbury plc (previously Cadbury Schweppes plc). He joined Cadbury in 1983 as Assistant General Counsel for North America, later moving into strategic planning, marketing and sales roles and becoming CEO of Cadbury plc’s wholly owned subsidiary, Dr Pepper/7 Up in 1997. Mr. Stitzer served on the board of directors of Diageo plc from 2004 through 2013, on the advisory committee to the board of Virgin Group Holdings from 2010 through 2014 and on the advisory board of Hamlin Capital Management LLC, a privately held investment advisory firm from 2010 to 2019. Mr. Stitzer attended Springfield College, holds a bachelor’s degree from Harvard University and a J.D. from Columbia Law School. Director Qualifications and Key Skills and Attributes Mr. Stitzer has extensive global experience in senior legal, marketing, sales, strategy development and leadership roles. His executive leadership, strategic transformation experience, legal and commercial and brand-building expertise make him well suited to serve as the Chairman of our Board. | | | H. TODD STITZER CHAIRMAN OF THE BOARD, INDEPENDENT Age: 71 Director Since: January 2012 Gender Identification: Male | | | | | Private Directorship Massachusetts Mutual Life Insurance Company | Former Directorship Diageo plc |

  6. DIRECTOR NOMINEES

    | | Principal Occupation and Experience Virginia “Gina” C. Drosos was appointed Chief Executive Officer of the Company on August 1, 2017. Prior to joining Signet, Ms. Drosos served as President and CEO and a director of Assurex Health from 2013 to 2017, an innovative personalized medicine company which she and her team grew multi-fold, executed the strategic sale of the company to Myriad Genetics, Inc., and were awarded Ohio’s most successful Exit of the Year. Previously, she served in roles of increasing responsibility during her 25-year career at the Procter & Gamble Company until September 2012, including serving as Group President, where she had global responsibility of the company’s fast growing Beauty business unit and directed its strategy, operations, financials, brand portfolio, and long-term business development. Since February 2022, Ms. Drosos has served on the board of directors of Foot Locker, Inc., a publicly traded global retailer of footwear and apparel. She previously served on the board of directors of American Financial Group Inc., a publicly traded insurance holding company, from 2013 to December 2021. Ms. Drosos serves as a director of Akron Children’s Hospital, a pediatric acute care hospital in Northeast Ohio, since April 2019. Ms. Drosos holds a BBA from the University of Georgia and an MBA from the Wharton School of the University of Pennsylvania. Director Qualifications and Key Skills and Attributes With her broad background in strategic, business, and financial planning and operations, Ms. Drosos brings valuable skills and insights to the Company including proven expertise in strategy, branding, marketing, digital commerce, and global operations. Ms. Drosos brings more than 30 years’ executive leadership experience in the retail, consumer goods, and healthcare industries, including extensive business expansions into new product lines, retail channels, and geographies. Ms. Drosos is a visionary and transformative leader with an entrepreneurial mindset and proven track record of growing and scaling global businesses through bold strategies, product and experience innovation, and heightened employee engagement. | | | VIRGINIA C. DROSOS CHIEF EXECUTIVE OFFICER Age: 60 Director Since: July 2012 Gender Identification: Female | | | | | Public Directorship Foot Locker, Inc. | Former Directorships American Financial Group, Inc. Assurex Health |

  7. DIRECTOR NOMINEES

    | SIGNET JEWELERS | 11 | 2023 PROXY STATEMENT |

  8. DIRECTOR NOMINEES

    | | Principal Occupation and Experience André Branch has served as Senior Vice President and General Manager of MAC Cosmetics North America at Estée Lauder Companies, a publicly traded multinational cosmetics company, since March 2020. In his current role, he oversees the entire operations of MAC Cosmetics across all channels including free standing stores, department stores, specialty-multi, pure play, and eCommerce. His responsibilities include, but are not limited to strategy development and execution, supply chain management, marketing, innovation, commercial management, customer experience design, data analytics and management, consumer research, and talent pipeline development. Prior to joining Estée Lauder, he served in various roles at L’Oréal USA, a wholly owned subsidiary of L’Oréal S.A., a publicly traded multinational cosmetics company. He was Senior Vice President, E-Commerce and Digital Operations from 2018 to 2020, where he ran digital and eCommerce operations for L’Oréal’s USA operations, and National Account Sales Vice President at Macy’s for Lancôme from 2014 to 2015. Between his stints at L’Oréal, he served as President, E-Commerce Division at The Nature’s Bounty Company, a privately held vitamins and nutritional supplements manufacturer, from 2016 to 2017 and CMO, Consumer Packaged Goods Division at The Nature’s Bounty Company from 2015 to 2016. He is a seasoned General Manager and brand builder having worked at various Consumer Packaged Goods companies, including Diageo and Kraft Foods. Mr. Branch holds an MBA from the University of Michigan, a bachelor’s degree in economics from the University of Maryland and is NACD Directorship Certified. Director Qualifications and Key Skills and Attributes As a general management and marketing executive with over 25 years of experience at some of the world’s leading consumer packaged goods companies, Mr. Branch brings to our Board contemporary omnichannel experience, a strong marketing core and passion for building and reinventing luxury brands. | | ANDRÉ V. BRANCH INDEPENDENT DIRECTOR Age: 51 Director Since: February 2021 Gender Identification: Male | | | | Committees Audit Finance |

  9. DIRECTOR NOMINEES

    | | Principal Occupation and Experience Mark Graf served as Chief Financial Officer of Discover Financial Services, a publicly traded financial services company, from April 2011 to September 2019, including service as the company’s Chief Accounting Officer from April 2011 to December 2012. Prior to joining Discover, he served as an Investment Advisor at Aquiline Capital Partners from 2008 to 2010 and a Partner at Barrett Ellman Stoddard Capital Partners from 2006 to 2008. Mr. Graf also served in various roles at Fifth Third Bancorp from 2001 to 2006 and AmSouth Bancorporation from 1994 to 2001. Mr. Graf currently serves on the board of directors of Harmony Biosciences Holdings, Inc., a publicly traded commercial-stage pharmaceutical company, since November 2020. He also serves on the board of directors of Castle Creek Biosciences, Inc., a privately held clinical-stage cell and gene therapy company, since 2021. He previously served on the board of directors of BNC Bancorp, formerly a publicly traded bank holding company, from 2010 to 2011. Mr. Graf holds a bachelor’s degree in Economics from the Wharton School. Director Qualifications and Key Skills and Attributes Mr. Graf has nearly 20 years of experience in C-Suite leadership roles in major public financial firms, as well as experience as an investor. His extensive capital analysis, consumer credit and financial management expertise, as well as his risk management and real estate skills bring valuable experience and insight to the Board. | | | | | R. MARK GRAF INDEPENDENT DIRECTOR Age: 58 Director Since: July 2017 Gender Identification: Male | | | | | | | Committees Finance (Chair) Audit Human Capital Management & Compensation | Public Directorship Harmony Biosciences Holdings, Inc. | Private Directorship Castle Creek Biosciences, Inc. | Former Directorship BNC Bancorp |

  10. DIRECTOR NOMINEES

    | SIGNET JEWELERS | 12 | 2023 PROXY STATEMENT |

  11. DIRECTOR NOMINEES

    | | Principal Occupation and Experience Zackery Hicks has served as Chief Digital and Technology Officer at Kimberly-Clark Corporation, a multinational personal care corporation, since July 2022. At Kimberly-Clark, he is responsible for digital and business transformation, providing innovative next-generation technology solutions to deliver growth, build brands and create competitive advantage for the company. He previously served as Executive Vice President and Chief Digital Officer of Toyota Motors North America, Inc., a subsidiary of Toyota Motor Corporation, a multinational automotive manufacturer, from April 2018 to July 2022, and held roles of increasing responsibility with Toyota since 1996. While at Toyota Motor Corporation, Mr. Hicks led Toyota’s Digital Transformation and Mobility efforts which included the strategy, development and operations of all systems and technology for the company’s North American operations and its connected car ecosystem. He also served as the CEO and President of Toyota Connected North America through July 2022, responsible for driving the transformation of Toyota from an automobile company to a mobility company through the use of connected intelligence services. Mr. Hicks earned a bachelor’s degree in business management from Pepperdine University and an MBA from the University of California at Irvine. Director Qualifications and Key Skills and Attributes Mr. Hicks has successfully delivered large-scale innovation and efficiency across business operations through advanced technology and data science. He also brings diversity of industry experience and a start-up mindset to complement Signet’s Board. | | ZACKERY A. HICKS INDEPENDENT DIRECTOR Age: 59 Director Since: October 2018 Gender Identification: Male | | | | Committees Governance & Technology Corporate Citizenship & Sustainability |

  12. DIRECTOR NOMINEES

    | | Principal Occupation and Experience Helen McCluskey served as President and Chief Executive Officer and a member of the board of directors of The Warnaco Group, Inc. from 2012 until its 2013 acquisition by PVH Corporation, when she retired and became an independent director of PVH until 2014. She joined Warnaco as Group President, Intimate Apparel in 2004, and her responsibilities continued to increase, becoming Chief Operating Officer in 2010 before becoming President and Chief Executive Officer. Prior to joining Warnaco, Ms. McCluskey held various positions of increasing responsibility with Liz Claiborne Inc. from 2001 to 2004, Playtex Apparel, Inc from 1983 to 2001 (which was acquired by Sara Lee Corporation in 1991) and Firestone Tire & Rubber Company from 1977 to 1983. Ms. McCluskey currently serves on the board of directors of Abercrombie & Fitch Co., a publicly traded clothing retailer, since February 2019. She previously served on the board of directors of Dean Foods Company, a publicly traded food and beverage company, from November 2015 to May 2020, and Avon Products Inc., a publicly traded international social selling beauty company, from July 2014 to January 2020. Director Qualifications and Key Skills and Attributes With Ms. McCluskey’s broad background in strategy, business planning, operations, branding, merchandising and marketing, she brings valuable skills and insight to the Company. Her leadership experience at a publicly traded company provides valuable corporate leadership and management insight to our Board. | | | | HELEN MCCLUSKEY INDEPENDENT DIRECTOR Age: 68 Director Since: August 2013 Gender Identification: Female | | | | | | Committees Governance & Technology (Chair) Finance | Public Directorship Abercrombie & Fitch Co. | Former Directorships Avon Products, Inc. Dean Foods Company |

  13. DIRECTOR NOMINEES

    | SIGNET JEWELERS | 13 | 2023 PROXY STATEMENT |

  14. DIRECTOR NOMINEES

    | | Principal Occupation and Experience Sharon McCollam serves as President and Chief Financial Officer of Albertsons Companies, Inc., a food and drug retailer, since September 2021. Prior to Albertsons, she served as the Chief Financial Officer and Chief Administrative Officer of Best Buy Co., Inc., a multinational consumer electronics retailer, from December 2012 until June 2016 and remained a senior advisor through January 2017. Prior to Best Buy, Ms. McCollam served in roles of increasing responsibility at Williams-Sonoma Inc. from 2000 to 2012, including Executive Vice President, Chief Operating and Chief Financial Officer. She is currently a member of the board of directors for Stitch Fix, Inc., a publicly traded online personal styling service and retailer, since November 2016. She previously served on the board of directors for Advance Auto Parts, Inc., an automotive parts provider, from February 2019 to August 2021, Chewy, Inc., an online retailer of pet products, from June 2019 to September 2021, and Whole Foods Market, a publicly traded grocery company, from May 2017 until its acquisition by Amazon in August 2017. She also serves on the board of privately held GetYourGuide AG, an online travel agency and marketplace, since October 2019. She holds a B.S. in Accounting from the University of Central Oklahoma and is a Certified Public Accountant. Director Qualifications and Key Skills and Attributes Ms. McCollam has significant experience with major public companies in C-suite positions and has been recognized as the co-pilot of a foremost OmniChannel turnaround in the retail sector while at Best Buy. She brings significant expertise in retail, finance, supply chain management, technology, customer care, real estate, enterprise shared services and store development to our Board. | | | | | SHARON L. MCCOLLAM INDEPENDENT DIRECTOR Age: 60 Director Since: March 2018 Gender Identification: Female | | | | | | | Committees Audit (Chair) Governance & Technology | Public Directorship Stitch Fix, Inc. | Private Directorship GetYourGuide AG | Former Directorships Advance Auto Parts, Inc. Chewy, Inc. Whole Foods Market |

  15. DIRECTOR NOMINEES

    | | Principal Occupation and Experience Nancy Reardon served as Senior Vice President and Chief Human Resources & Communications Officer of Campbell Soup Company from 2004 until her retirement in April 2012. Previously, she was Executive Vice President, Human Resources of Comcast Corporation from 2002 to 2004. Her prior human resources leadership positions also include Borden Capital Management Partners, Duracell, Inc., American Express Company, Avon Products, Inc., and General Electric. Ms. Reardon currently serves on the board of directors of Big Lots, Inc., a publicly traded discount retailer, since 2015. She previously served on the board of directors of The Warnaco Group, Inc., formerly a publicly-traded apparel company, from 2004 to 2013. In 2009, Ms. Reardon was named a Fellow of the National Academy of Human Resources. She holds a B.S. in Psychology from Union College and an M.S. in Social Psychology from Syracuse University. Director Qualifications and Key Skills and Attributes Ms. Reardon is widely recognized as a leading human resources and communications executive, has significant public company experience, and has played key roles shaping strategic and operating plans, as well as helping transform corporate culture. | | | | NANCY A. REARDON INDEPENDENT DIRECTOR Age: 70 Director Since: March 2018 Gender Identification: Female | | | | | | Committees Human Capital Management & Compensation (Chair) Corporate Citizenship & Sustainability | Public Directorship Big Lots, Inc. | Former Directorship The Warnaco Group, Inc. |

  16. DIRECTOR NOMINEES

    | SIGNET JEWELERS | 14 | 2023 PROXY STATEMENT |

  17. DIRECTOR NOMINEES

    | | Principal Occupation and Experience Jonathan Seiffer currently serves as a Senior Partner with Leonard Green & Partners, L.P. (“Leonard Green”), a private equity firm which is one of Signet’s significant shareholders, which he joined in 1994. Before joining Leonard Green, he worked in corporate finance at Donaldson, Lufkin & Jenrette, a US investment bank. Mr. Seiffer currently serves on the board of directors of AerSale Corporation, a publicly traded aftermarket provider of aviation products and services, since January 2010, and Mister Car Wash, Inc., a publicly traded national car wash operator, since August 2014. Previously, he served on the board of directors of BJ’s Wholesale Club, a publicly traded warehouse club operator, from 2011 to June 2020, and Whole Foods Market, Inc., a then-publicly traded grocery company, from December 2008 until August 2017. He also serves on the board of directors of Authentic Brands Group, a privately-held brand development, marketing and entertainment company, since 2010. Mr. Seiffer earned a Bachelor of Applied Sciences in Systems Engineering and a B.S. in Economics from the University of Pennsylvania. Mr. Seiffer was nominated for service as a Director by Leonard Green (as described under “Director Qualifications and Experience” below). Director Qualifications and Key Skills and Attributes Mr. Seiffer brings knowledge and experience in finance, and broad-based experience in the leadership of retail businesses and companies undergoing transformations. He also offers the Board a valuable investor perspective and insight from the world of private equity, by virtue of his service as a Senior Partner of Leonard Green, a significant shareholder of the Company. | | | | | JONATHAN SEIFFER INDEPENDENT DIRECTOR Age: 51 Director Since: June 2019 Gender Identification: Male | | | | | | | Committees Audit Human Capital Management & Compensation | Public Directorship AerSale Corporation Mister Car Wash, Inc. | Private Directorship Authentic Brands Group | Former Directorships BJ’s Wholesale Club Holdings, Inc. Whole Foods Market, Inc. |

  18. DIRECTOR NOMINEES

    | | Principal Occupation and Experience Brian Tilzer has served as Chief Digital, Analytics and Technology Officer at Best Buy, a multinational consumer electronics retailer, since May 2018. In his current role, he leads a complex operational division focused on digital transformation, analytics and technology. Previously, he was Chief Digital Officer at CVS Health Corporation, a publicly traded healthcare and retail pharmacy company, from 2013 until 2018, where he scaled an enterprise-wide digital program to over 50 million active users. Prior to CVS Health, Mr. Tilzer was the Senior Vice President of Global eCommerce at Staples, where he developed and led several multi-channel digital innovation strategies. Mr. Tilzer holds a bachelor’s degree from Tufts University and an MBA from the Wharton School. Director Qualifications and Key Skills and Attributes Mr. Tilzer has more than 25 years of experience in information technology, strategic business development, digital transformation, planning and analysis and operations with a deep concentration in corporate, OmniChannel and eCommerce strategy. | | BRIAN TILZER INDEPENDENT DIRECTOR Age: 52 Director Since: February 2017 Gender Identification: Male | | | | Committees Governance & Technology Corporate Citizenship & Sustainability |

  19. DIRECTOR NOMINEES

    | SIGNET JEWELERS | 15 | 2023 PROXY STATEMENT |

  20. DIRECTOR NOMINEES

    | | Principal Occupation and Experience Eugenia Ulasewicz has a plural board career serving on numerous international retail sector public company boards and is a global retail industry expert, most recently as the President of Burberry Group plc’s Americas division, responsible for the US, Canada, Latin America, Central and South America, until her retirement in March 2013. Ms. Ulasewicz joined Burberry in 1998 and became a member of its executive committee in 2006. Prior to joining Burberry, she held positions of increasing responsibility with Saks, Inc. from 1993 to 1998, Galeries Lafayette from 1991 to 1993 and Bloomingdales, a division of Macy’s, Inc. (formerly Federated Department Stores, Inc.) from 1975 to 1991. She currently serves on the board of directors of two additional publicly traded companies, including Vince Holding Corp., a global luxury apparel and accessories company, since April 2014, and Dufry Group, the world’s largest global travel retailer, since May 2021. Previously, she served as a director of ASOS pic, a global online fashion retailer, from April 2020 to January 2023, Bunzl plc, an international distribution company, from April 2011 to April 2020, and Hudson Group, a travel retailer, from Feb 2018 through December 2020 when it merged with its majority shareholder Dufry Group. She is a Board Leadership Fellow of the National Association of Corporate Directors. Ms. Ulasewicz holds a B.S. from the University of Massachusetts and a Doctor of Laws from the College of Mount Saint Vincent. Director Qualifications and Key Skills and Attributes Ms. Ulasewicz’ s extensive experience serving on the boards of global public companies and her expertise in retail, branding, marketing, OmniChannel, global operations and general management provides valuable skills and insights to the Company. | | | | EUGENIA ULASEWICZ INDEPENDENT DIRECTOR Age: 69 Director Since: September 2013 Gender Identification: Female | | | | | | Committees Corporate Citizenship & Sustainability (Chair) Human Capital Management & Compensation | Public Directorships Vince Holding Corp. Dufry Group | Former Directorships ASOS plc Bunzl plc Hudson Ltd. |

  21. DIRECTOR NOMINEES

    | | Principal Occupation and Experience Dontá Wilson has served as Chief Retail and Small Business Banking Officer at Truist Financial Corporation, a publicly traded financial services company, since March 2022. He previously served as Chief Digital and Client Experience Officer from 2018 to 2022 and was named Chief Client Experience Officer in 2016. In his current role, he leads more than 23,000 teammates in the retail, small business and premier segments at Truist, is responsible for more than 2,100 community banking branches; 3,200 ATMs; 12 contact centers; and oversees deposit and loan products, including mortgage and credit approval. He also leads marketing, client analytics, client experience strategy and digital banking, which includes digital sales, transformation, innovation, and strategy. He 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 business administration from the University of North Carolina at Charlotte. Director Qualifications and Key Skills and Attributes With his proven track record of positively impacting growth, digital transformation, brand equity and culture across organizations, financial, marketing and data analytics expertise, and focus on delivering a distinctive client experience as a tech-savvy and strategic thinking executive, Mr. Wilson brings a unique and valuable perspective to the Board and Company. | | DONTÁ L. WILSON INDEPENDENT DIRECTOR Age: 46 Director Since: February 2021 Gender Identification: Male | | | | Committees Finance Human Capital Management & Compensation |

  22. DIRECTOR NOMINEES

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

  23. DIRECTOR NOMINEES

    | SIGNET JEWELERS | 16 | 2023 PROXY STATEMENT |

  24. DIRECTOR NOMINEES

    Board of Directors and Corporate Governance

  25. BOARD OVERSIGHT OF RISK

    | ◆ | The executive officer annual short-term and multi-year long-term incentive programs are both based on performance targets the Human Capital Management & Compensation Committee believes are closely tied to the creation of long-term shareholder value. These performance targets for executive officers are reviewed and approved by the Committee and set in advance, with above-target payouts reviewed to ensure a reasonable sharing of value created between management and shareholders. Performance achievement under the incentive plans is determined based on the Company’s financial results, which are audited by the Company’s independent registered public accounting firm before annual short-term incentive plan payments are made. See the Compensation Discussion and Analysis (“CDA”) of this Proxy Statement for more information on the performance metrics used for the Fiscal 2023 short-term and long-term incentive programs; |

  26. BOARD OVERSIGHT OF RISK

    | ◆ | Equity compensation is provided through annual grants under the long-term incentive plan that is a combination of annually granted time-based restricted stock units that generally vest ratably over three years and performance-based restricted stock units that vest over three-year overlapping vesting periods. This approach addresses longer “tail” risks as participants remain subject to performance achievement risks associated with their ongoing and overlapping vesting cycles. In Fiscal 2023, given the difficulty of setting appropriate performance targets in light of the uncertainty caused by the pandemic, the Human Capital Management & Compensation Committee approved a two-year performance measurement period with a three-year service vesting requirement for the performance-based restricted stock units; |

  27. BOARD OVERSIGHT OF RISK

    | ◆ | 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; |

  28. BOARD OVERSIGHT OF RISK

    | ◆ | The Company has a Clawback Policy that applies to all executive officers and any other recipient of an incentive award as determined by the Human Capital Management & Compensation Committee in the event of an overpayment. Certain repayment obligations may be triggered if there is a material restatement of the financial statements. Similarly, in the interest of fairness, should a restatement result in an underpayment of incentive compensation, the Company will make up any difference. A participant’s incentive compensation may also be recouped for material violations of the Company’s Code of Conduct or Code of Ethics for Senior Officers or for other conduct deemed detrimental to the business or reputation of the Company; and |

  29. BOARD OVERSIGHT OF RISK

    | ◆ | 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. |

  30. TRANSACTIONS WITH RELATED PARTIES

    | Independent Director Compensation Policy | Amount(1) | | Annual Board Retainer (Chairman)(2) | $500,000 | | Annual Board Retainer (other than Chairman)(3) | $265,000 | | Additional Annual Retainer to Committee Chairs | | | Audit Committee | $30,000 | | Human Capital Management & Compensation Committee | $25,000 | | Governance & Technology Committee | $20,000 | | Corporate Citizenship & Sustainability Committee | $20,000 | | Finance Committee | $20,000 |

  31. TRANSACTIONS WITH RELATED PARTIES

    | Independent Director | Fees earned or paid in cash | Stock awards(1) | Total | | H. Todd Stitzer | $269,265 | $231,646 | $500,911 | | André V. Branch | $105,000 | $154,450 | $259,450 | | R. Mark Graf | $125,000 | $154,450 | $279,450 | | Zackery Hicks | $105,000 | $154,450 | $259,450 | | Helen McCluskey | $125,000 | $154,450 | $279,450 | | Sharon L. McCollam | $135,000 | $154,450 | $289,450 | | Nancy A. Reardon | $130,000 | $154,450 | $284,450 | | Jonathan Seiffer(2) | $105,000 | $154,450 | $259,450 | | Brian Tilzer | $105,000 | $154,450 | $259,450 | | Eugenia Ulasewicz | $125,000 | $154,450 | $279,450 | | Dontá L. Wilson | $105,000 | $154,450 | $259,450 |

  32. DETERMINATION OF DIRECTOR COMPENSATION

    DETERMINATION OF DIRECTOR COMPENSATION The compensation of the independent Directors is determined by the full Board based on recommendations made by the Governance & Technology Committee after consultation with the Human Capital Management & Compensation Committee and the Human Capital Management & Compensation Committee’s independent compensation consultant. Such recommendations are made after consideration of, among other factors, external comparisons, time commitments and the responsibilities of the independent Directors. Effective on June 17, 2022, to bring the total compensation of the non-Chairman independent Directors within the median of similarly sized comparator companies, including the Company’s compensation peer group described in the Compensation Discussion & Analysis section of this Proxy Statement, the Board approved an increase to the equity component of the annual retainer fees from $140,000 to $160,000, while maintaining the same cash retainer of $105,000. This was the first increase to the non-Chairman independent director compensation since 2015. There were no changes to the retainer fees for Committee Chairs during Fiscal 2023. In addition, while the total annual retainer fee payable to the Chairman remained at $500,000, effective June 17, 2023, the Board approved a re-balancing of the Chairman’s compensation to more closely align with the other independent Board members by reducing the cash retainer fee from $280,000 to $260,000 and increasing the equity component of the Chairman’s compensation from $220,000 to $240,000.

  33. HUMAN CAPITAL MANAGEMENT ACCOMPLISHMENTS IN FISCAL 2023 AND FISCAL 2024 TO DATE

    | Our people and culture are critical to Signet’s long-term success. In Fiscal 2023, we continued our efforts to connect our team members with resources that support their individual development and enable them to create an inclusive environment for all. In Fiscal 2023, Signet launched its Enterprise Mentoring Program to support personal and career growth. New cohorts are launched each quarter with afresh cohort of mentoring pairs. More than 650 Signet team members participated in the program in Fiscal 2023. Signet’s leadership development and training strategy has three components: ◆ Leadership and Culture; ◆ Functional skills; and ◆ Industry and Jewelry Expertise. In Fiscal 2023, Signet continued its innovative retail team member training program to provide all new retail team members with 40 hours of training on Signet’s culture and Purpose. This program immerses new team members in Signet’s expectations, culture, and leadership style as well as foundational knowledge of the jewelry industry. Team members continue to develop expertise on jewelry for the extension of their career at Signet. In Fiscal 2023, Signet continued to invest in its learning platform, Brilliant University, to support team member training, leadership development, and education. Investments in our people, such as training, allows us to recruit exceptional candidates and efficiently provide them with new skills and experiences regarding Signet values, leadership traits, and jewelry knowledge. |

  34. EXECUTIVE SUMMARY

    We are proud of our team’s dedication, agility, and excellent execution to deliver solid results against expectations. However, given the significant external challenges that emerged during the year, these results did not clear the thresholds under our short-term annual incentive payout (“STIP”) for a corporate payout based on Comparable Sales or for Adjusted Operating Income. We did grow market share by an estimated 40 basis points and this level of achievement provided for an overall STIP payout of approximately 20% of target amounts. While our short-term goals for Comparable Sales and Adjusted Operating Income were below threshold levels, the cumulative results for the long-term incentive program (“LTIP”) for the period of FY22-24 achieved a maximum performance target of 200% based on total Revenue growth and Free Cash Flow. This plan had a two-year performance period (to reflect uncertainty during the COVID-19 pandemic) and the awards vest over a three-year period to require an additional year of service for the award to be earned prior to payout in February 2024. Note: We did not make any COVID-19-related adjustments to the measured results for any of our outstanding incentive plans.

  35. Compensation Philosophy

    | Principle | Design | | Attract and retain high caliber executives | The Company’s intention is for NEO target total compensation to be market- competitive with similarly sized, comparator companies, including the Company’s 15-member peer group described elsewhere in this CDA. NEOs have base salaries and benefits that are market competitive. A portion of NEO long-term incentives are delivered in time-based equity that vests over three years and promotes retention. | | Deliver a majority of NEO compensation in at-risk, performance-based vehicles measuring annual and multi-year performance | STIP and LTIP awards are variable, at-risk, and tied to performance of the Company. The percentage of at-risk compensation increases in line with the responsibility, experience, and direct influence over the Company’s performance. STIP and LTIP metrics are aligned with key drivers of long-term growth in shareholder value, such as, top- and bottom-line growth, and Free Cash Flow. Incentive programs measure the performance against rigorous annual (STIP) and multi-year (LTIP) performance goals. | | Align interests of senior management with shareholders and require all NEOs to build a substantial interest in the Company’s shares | A significant portion of NEO total compensation is delivered in equity and based on an annual peer group benchmarking study. All NEOs are subject to share ownership guidelines. |

  36. Compensation Overview, Objectives and Key Features

    | Component | Objective | Key Features and Alignment | | Base salary | Provide a fixed level of pay that is not at risk and reflects individual experience and ongoing contribution and performance. | Designed to be competitive and retain key executive officers and allow us to attract high caliber executive officers to lead our strategic growth plan. | | Annual bonus (STIP) | Motivate and reward achievement of annual financial results against established annual goals of the Company. | Cash awards depend on the degree of achievement against annual performance targets that align with our strategic plan and focused on profitable growth. | | Long-term incentives (LTIP) ◆ Time-based restricted stock units (“RSUs”) ◆ Performance-based restricted stock units (“PSUs”) | Align management with long-term shareholder interests; retain executive officers; motivate and reward achievement of sustainable earnings growth and returns over time. | RSUs vest upon the continuance of service; PSUs require achievement of Company financial goals over a two or three-year performance period and vest over a three-year period. |

  37. Total Direct Compensation

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

  38. Total Direct Compensation

    Summary of Target Compensation of our Chief Executive Officer in Fiscal 2022 There have been no changes to Ms. Drosos’s base salary or target annual STIP bonus since she was hired in Fiscal 2018. In Fiscal 2023, the Committee increased the long-term incentive target under the LTIP for Ms. Drosos by $1,250,000 based on her strong performance, demonstrated leadership, and position relative to the peer group median. As a result, her target total compensation increased by 11.1% for Fiscal 2023. This adjustment was intended to position Ms. Drosos slightly within a competitive range of peer median target total compensation. Additionally, as described in more detail in the “Elements of NEO Compensation—Long-Term Incentive Plan” section of this CDA, the equity mix of Ms. Drosos’s LTIP remains split as 60% PSUs and 40% RSUs. The LTIP split is close to pre-COVID-19 levels with more emphasis on performance- based units. The table below sets forth a comparison between Fiscal 2022 and Fiscal 2023 total CEO target compensation:

  39. Commitment to Sound Compensation Practices and Governance

    | WHAT WE DO | | | ◆ 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, adopting NYSE listing standards | | | ◆ 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 | |

  40. Commitment to Sound Compensation Practices and Governance

    | 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 | |

  41. OUR COMMITMENT TO PAY FOR PERFORMANCE

    | | Fiscal 2023 Annual Incentive (STIP) | | | | Name | Corporate | Banner | Payout % Range | | Virginia C. Drosos | 100% | 0% | 0-200% | | Joan M. Hilson | 100% | 0% | 0-200% | | Jamie L. Singleton | 50% | 50% | 0-200% | | Rebecca Wooters | 100% | 0% | 0-200% | | Oded Edelman | 50% | 50% | 0-200% |

  42. OUR COMMITMENT TO PAY FOR PERFORMANCE

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

  43. OUR COMMITMENT TO PAY FOR PERFORMANCE

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

  44. OUR COMMITMENT TO PAY FOR PERFORMANCE

    | ◆ | The Fiscal 2023 PSU grant utilized metrics of 50% Free Cash Flow and 50% Revenue, each measured over two years (Fiscal 2023 through Fiscal 2024) with an additional year of service required for vesting of these awards. |

  45. OUR COMMITMENT TO PAY FOR PERFORMANCE

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

  46. Role of the Human Capital Management & Compensation Committee

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

  47. Role of the Human Capital Management & Compensation Committee

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

  48. Role of the Human Capital Management & Compensation Committee

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

  49. Role of the Human Capital Management & Compensation Committee

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

  50. Role of Compensation Consultants

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

  51. Role of Compensation Consultants

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

  52. Role of Compensation Consultants

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

  53. Role of Compensation Consultants

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

  54. Role of Compensation Consultants

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

  55. Role of Compensation Consultants

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

  56. Role of Compensation Consultants

    | ◆ | Annual review of the compensation benchmarking peer group; and |

  57. Role of Compensation Consultants

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

  58. Role of Compensation Consultants

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

  59. COMPETITIVE BENCHMARKING ANALYSIS

    COMPETITIVE BENCHMARKING ANALYSIS When analyzing the market data provided by our compensation consultant, the Committee focuses on a peer group of companies for benchmarking purposes where possible. The Committee annually reviews the composition of the peer group to assess its continued relevance. The Fiscal 2023 peer group companies had the following characteristics:

  60. COMPETITIVE BENCHMARKING ANALYSIS

    | ◆ | Global retail operations; |

  61. COMPETITIVE BENCHMARKING ANALYSIS

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

  62. COMPETITIVE BENCHMARKING ANALYSIS

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

  63. COMPETITIVE BENCHMARKING ANALYSIS

    | SIGNET JEWELERS | 49 | 2023 PROXY STATEMENT |

  64. COMPETITIVE BENCHMARKING ANALYSIS

    For Fiscal 2023, the Committee approved the group consisting of the following 15 companies:

  65. COMPETITIVE BENCHMARKING ANALYSIS

    | Abercrombie & Fitch Co. | Foot Locker, Inc. | Ulta Beauty Inc. | | American Eagle Outfitters, Inc. | Nordstrom Inc. | Urban Outfitters Inc. | | Bath & Body Works, Inc. | PVH Corp. | V.F. Corporation | | Capri Holdings Limited | Ralph Lauren Corporation | Victoria’s Secret & Co. | | Dick’s Sporting Goods Inc. | Tapestry Inc. | Williams-Sonoma, Inc. |

  66. COMPETITIVE BENCHMARKING ANALYSIS

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

  67. COMPETITIVE BENCHMARKING ANALYSIS

    | Measure | Signet | Peer Minimum | Peer Maximum | Peer Median | Peer Average | | Revenue (in billions) | $7.8 | $3.7 | $14.8 | $7.3 | $8.0 | | Market Capitalization (in billions) | $3.6 | $1.5 | $26.8 | $6.4 | $7.7 |

  68. COMPETITIVE BENCHMARKING ANALYSIS

    The peer group was the primary source of market data for the purposes of executive compensation benchmarking for Mmes. Drosos, Hilson, and Singleton. Survey data published by Equilar, covering a broader group of retail companies with similar revenues was the primary source of market data for Ms. Wooters and Mr. Edelman. The Committee generally targets median pay positioning for our executives and may vary positioning due to experience, performance and criticality of the role. Individually, and in the aggregate, target total compensation for the NEOs in Fiscal 2023 was within a competitive range of the market median following the base salary and long-term incentive increases described below.

  69. Base Salary

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

  70. Base Salary

    | ◆ | Ms. Hilson received a $25,000 (2.9%) salary increase to recognize her expanded role, strong performance and to improve competitive positioning relative to experienced peers in the external market. |

  71. Base Salary

    | ◆ | Ms. Wooters received a $20,000 (3.1%) salary increase, based on strong performance, market positioning and high demand for digital leadership and talent. |

  72. Base Salary

    | ◆ | Mr. Edelman received a $25,000 (4.3%) salary increase to recognize his strong performance and improved competitive positioning relative to median market pay (this is converted to shekels via Israeli payroll system). |

  73. Base Salary

    Annual Bonus under the Short-Term Incentive Plan (“STIP”) Annual bonus performance targets and actual bonuses paid under the STIP are reviewed and approved by the Committee each year. The annual STIP bonus focuses on achieving challenging annual performance objectives and is based on a pre- determined formula based on corporate-wide performance for our corporate-level NEOs and both corporate-wide and banner- specific performance for our NEOs in banner leadership roles, such as Ms. Singleton and Mr. Edelman. In determining the performance target at the start of each year, the Committee considers the Company’s current business plans, budget and relevant market data, including the relative positioning of the Company’s performance in its sector. The Committee sets a maximum bonus payout opportunity each year, which historically has been twice the target level, and a threshold performance level, below which no payments have historically been made.

  74. Fiscal 2023 STIP

    Fiscal 2023 STIP For the Fiscal 2023 STIP:

  75. Fiscal 2023 STIP

    | ◆ | We continued with a full fiscal year performance cycle and maintained the two key performance metrics from Fiscal 2022, Comparable Sales (20% weighting for Fiscal 2023) and Adjusted Operating Income (50% weighting for Fiscal 2023). We believe these metrics are understood by team members and focus on driving profitable growth. |

  76. Fiscal 2023 STIP

    | ◆ | Market share growth was added as a metric in Fiscal 2023 since this is a key strategic priority of Inspiring Brilliance expected to help drive achievement of our goal of $9 to $10 billion in revenue. The weighting for market share growth was 30% for Fiscal 2023. Signet’s plan to outgrow the market includes: |

  77. Fiscal 2023 STIP

    | ◆ | Leading player in the industry, leveraging scale to ensure Signet takes market share in all environments |

  78. Fiscal 2023 STIP

    | ◆ | Competition cannot match investments in advertising, omnichannel, planning & forecasting |

  79. Fiscal 2023 STIP

    | ◆ | Continuous opportunities for expansion |

  80. Fiscal 2023 STIP

    | ◆ | The Committee reviewed the possible adoption of environmental, social and governance (ESG) and diversity, equity and inclusion (DEI) goals for the Signet variable incentive compensation plans. The Committee concluded that goals and progress for ESG and DEI matters are being tracked and are receiving the necessary strategic priority with appropriate accountability, as we believe they help drive our growth in Market Share and Revenue. Further information on ESG/DEI can be seen within the “Sustainability at Signet” and “Signet’s Approach to Human Capital Management” sections of this Proxy Statement. |

  81. Fiscal 2023 STIP

    | ◆ | The Committee maintained the 25% threshold payment and a maximum of 200% payout, similar to Fiscal 2022. |

  82. Fiscal 2023 STIP

    For all NEOs, other than Ms. Singleton and Mr. Edelman, the Fiscal 2023 STIP award opportunities were based 100% on the achievement of corporate-wide performance targets. As the Group President and Chief Consumer Officer, Ms. Singleton’s Fiscal 2023 STIP award opportunity was based 50% on the corporate-wide performance targets noted above and 50% on Kay and Zales/Peoples (“KZP”) banner-specific performance targets. As Chief Digital Innovation Officer and President, Digital Banners, Mr. Edelman’s Fiscal 2023 STIP award opportunity was based 50% on corporate-wide performance targets noted above and 50% on James Allen banner-specific performance targets. The Committee incorporated the banner-specific metrics into Ms. Singleton’s and Mr. Edelman’s Fiscal 2023 STIP award opportunity to incentivize sales growth and profitability at the banner levels and harmonize such banner’ financial goals with those of Signet as a whole.

  83. Fiscal 2023 STIP

    | SIGNET JEWELERS | 51 | 2023 PROXY STATEMENT |

  84. Fiscal 2023 STIP Target

    Fiscal 2023 STIP Target Fiscal 2023 target and potential maximum STIP bonuses as a percentage of salary were as set out below. These bonus targets remained the same as Fiscal 2022 for the CEO and the NEOs initially. In August 2022, the Committee increased targets for Mss. Hilson and Singleton from 100% to 115% based on their expanded responsibilities.

  85. Fiscal 2023 STIP Target

    | NEO | Target STIP Bonus as a Percentage of Base Salary | Maximum STIP Bonus as a Percentage of Base Salary | | Virginia C. Drosos | 150% | 300% | | Joan M. Hilson | 115% | 230% | | Jamie L. Singleton | 115% | 230% | | Rebecca Wooters | 75% | 150% | | Oded Edelman | 75% | 150% |

  86. Fiscal 2023 STIP Target

    Performance must exceed threshold goals to earn a STIP bonus payout, which is paid on a linear basis from 25% to 100% of the target bonus. At threshold, a 25% payout is earned and below threshold performance levels, no bonus is paid to executives. Performance in excess of the target up to the maximum results in a bonus paid on a linear basis from 100% to 200% of the target bonus for Fiscal 2023. The weighting, threshold, target, maximum and actual payouts for the corporate-wide performance metrics for Fiscal 2023 STIP were as follows:

  87. Fiscal 2023 STIP Target

    | Corporate-Wide Performance Metrics | Weighting | Threshold | Target | Max | Actual Achievement | Payout as % of Target | | Fiscal 2023—Comparable Sales %* | 20% | (3.3)% | 3.0% | 5.5% | (6.1)% | 0% | | Fiscal 2023—Market Share %** | 30% | 9.43% | 9.91% | 10.68% | 9.70% | 20.16% | | Fiscal 2023—Adjusted Operating Income (in millions)*** | 50% | $908 | $1,019 | $1,225 | $850 | 0% |

  88. Fiscal 2023 STIP Target

    | * Comparable sales include physical and eCommerce sales. |

  89. Fiscal 2023 STIP Target

    | ** Signet’s share of the US jewelry and watch market, which is estimated based on industry and transaction data from MasterCard, The NPD Group and other third-party sources. |

  90. Fiscal 2023 STIP Target

    | *** Adjusted Operating Income is a non-GAAP measure, calculated as consolidated operating income, adjusted to reflect net non-GAAP charges of $245.5 million related to litigation charges, certain asset impairments, and acquisition and integration-related costs. |

  91. Fiscal 2023 STIP Target

    Signet’s performance exceeded the threshold and was below the target for Market Share for Fiscal 2023. Signet’s performance, as well as the performance for Kay, Zales and Peoples and James Allen, was below threshold for Adjusted Operating Income and Comparable Sales in Fiscal 2023. As part of the Fiscal 2023 year-end process, the Committee reviewed the actual performance achieved and approved the annual bonus payout of 20.16% based on the achievement of Market Share for the corporate STIP for Mss. Drosos, Hilson and Wooters. Ms. Singleton and

  92. Fiscal 2023 STIP Target

    | SIGNET JEWELERS | 52 | 2023 PROXY STATEMENT |

  93. Fiscal 2023 STIP Target

    Mr. Edelman also received a 20.16% payout based on the achievement of Market Share, since the Kay, Zales and Peoples and James Allen banner specific Comparable Sales and Adjusted Operating Income were also below threshold. The resulting annual bonus payouts are shown in the table below:

  94. Fiscal 2023 STIP Target

    | NEO | Total STIP Bonus Earned for Fiscal 2023 | | Virginia C. Drosos | $453,600 | | Joan M. Hilson | $188,249 | | Jamie L. Singleton | $184,779 | | Rebecca Wooters | $100,955 | | Oded Edelman | $90, 284 |

  95. Long-Term Incentive Plan (“LTIP”)

    Long-Term Incentive Plan (“LTIP”) The Committee believes that long-term share-based incentives are important vehicles to retain key executive officers, ensure the executive officers focus on long-term results, and align their interests with those of shareholders. Long-term incentive grants are generally made at the same time as the annual compensation reviews. The value delivered through long-term incentives is determined holistically in the context of total compensation levels. This process, as described above, considers benchmarking data, retention needs, level of responsibility and individual performance.

  96. Fiscal 2023 LTIP Grants

    Fiscal 2023 LTIP Grants Fiscal 2023 LTIP grants were issued under the Omnibus Plan in March 2022 in a mix of 60% PSUs and 40% RSUs which was the same as Fiscal 2022.

  97. Fiscal 2023 LTIP Grants

    | ◆ | Ms. Drosos’s target LTIP award value was increased by $1,250,000 to $8,750,000 to reward her outstanding Company leadership, and strong performance and to bring her pay within a competitive range of the market median. |

  98. Fiscal 2023 LTIP Grants

    | ◆ | Ms. Hillson’s target LTIP award was initially increased from 225% to 240% of salary to reward her outstanding financial leadership, and strong performance and to bring her above the market median. In August of 2022 Ms. Hillson’s target LTIP award increased from 240% to 250% based on expanded responsibilities. |

  99. Fiscal 2023 LTIP Grants

    | ◆ | Ms. Singleton’s target LTIP award was initially increased from 225% to 240% of salary to reward her outstanding banner leadership, strong progress of Kay and Zales and to bring her closer to the market median. In August of 2022 Ms. Singleton’s target LTIP award increased from 240% to 250% based on expanded responsibilities. |

  100. Fiscal 2023 LTIP Grants

    | ◆ | Ms. Wooters’s target LTIP award was increased from 125% to 135% of salary to reward her outstanding progress in our digital transformation and her strong performance. |

  101. Fiscal 2023 LTIP Grants

    | ◆ | Mr. Edelman’s target LTIP award was increased from 125% to 135%of salary to reward his outstanding leadership in diamond sourcing and to maintain his competitive market pay positioning. |

  102. Fiscal 2023 LTIP Grants

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

  103. Fiscal 2023 LTIP Grants

    | NEO | Target LTIP Award | | Virginia C. Drosos | 583% of Base Salary | | Joan M. Hilson | 250% of Base Salary | | Jamie L. Singleton | 250% of Base Salary | | Rebecca Wooters | 135% of Base Salary | | Oded Edelman | 135% of Base Salary |

  104. Fiscal 2023 LTIP Grants

    The number of PSUs and RSUs granted to NEOs in in March 2022 for the Fiscal 2023 annual grant was based upon an award methodology using the average closing price of the Company’s Common Shares on the NYSE for the 20 trading days leading up to and including the grant date. The PSUs and RSUs were granted on March 18, 2022, based

  105. Fiscal 2023 LTIP Grants

    | SIGNET JEWELERS | 53 | 2023 PROXY STATEMENT |

  106. Fiscal 2023 LTIP Grants

    on a stock price of $71.53. On September 14, 2022, Ms. Singleton and Ms. Hilson received a prorated LTIP grant that reflected the LTIP target increase from 240% to 250% of their respective base salaries in connection with their expanded responsibilities, based on a stock price of $63.51.

  107. Fiscal 2023-2025 RSUs

    Fiscal 2023-2025 RSUs One third of the RSUs granted under the Fiscal 2023 - 2025 LTIP vest on each of the first, second, and third anniversary of the grant date subject to continued service with the Company.

  108. Fiscal 2023-2025 PSUs

    Fiscal 2023-2025 PSUs The Committee elected to maintain a shortened performance measurement period of two cumulative years for the Fiscal 2023 PSUs, compared to historic three-year performance periods. The two-year performance period recognized continued economic uncertainties while the three years of vesting service requirement assisted with retention. The performance metrics for the Fiscal 2023 PSUs were weighted 50% on Free Cash Flow and 50% on Revenue similar to the Fiscal 2022 LTIP, and these metrics were chosen to ensure focus on top- and bottom-line growth and working capital efficiency. Free Cash Flow, a non-GAAP measure, is defined as the net cash provided by operating activities less purchases of property, plant and equipment. Management considers this measure to be helpful in understanding how the business is generating cash from its operating and investing activities that can be used to meet the financing needs of the business.

  109. LTIP Performance Targets

    LTIP Performance Targets The PSUs will be earned based on the level of achievement for two-year cumulative Free Cash Flow and Revenue and will pay out at 25% (minimum) upon achievement of threshold levels of target performance, 100% upon achievement of target performance and 200% upon achievement of the maximum target levels of performance (or on a linear basis between threshold and target or target and maximum levels) following completion of a three-year service period. Fiscal 2023—2025 PSU Achievement Schedule

  110. LTIP Performance Targets

    | Performance Measure | Weighting | Threshold (Pays 25% of Target Award) | Target (Pays 100% of Target Award) | Maximum (Pays 200% of Target Award) | | 2-Year Cumulative Revenue | 50% | 95% of target performance | 100% | 106% of target performance | | 2-Year Cumulative Free Cash Flow | 50% | 84% of target performance | 100% | 114% of target performance |

  111. LTIP Performance Targets

    The performance targets and actual performance as measured against the targets will be disclosed at the end of the two-year performance period.

  112. LTIP Performance Targets

    | SIGNET JEWELERS | 54 | 2023 PROXY STATEMENT |

  113. LTIP Performance Targets

    Determinations Related to Vesting of Previously Granted Performance-Based LTIP Awards In March 2023, the Committee certified performance results for the two-year performance period ending January 28, 2023 for the Fiscal 2022-2024 PSUs granted March 22, 2021. These awards require an additional year of service for vesting purposes and will vest on February 3, 2024. These awards were weighted based on 50% Revenue and 50% on Free Cash Flow. The Free Cash Flow and Revenue amounts used to determine the payouts were adjusted to exclude the following amounts related to the Diamonds Direct and Blue Nile Acquisitions, since these transactions were not contemplated at the times the goals were established (1) Free Cash Flow excludes $28 million and $21 million in Fiscal 2022 and Fiscal 2023, respectively, related to these acquisitions, and (2) Revenue excludes $133 million and $679 million in revenue in Fiscal 2022 and 2023, respectively, related to these acquisitions. In addition, Free Cash Flow excludes proceeds of $81 million related to the sale to the Company’s accounts receivable portfolio in Fiscal 2022, as this transaction also was not contemplated at the time the goals were established. No COVID-19-related adjustments were made to the performance goals for any of the outstanding LTIP cycles despite the disruption of the pandemic on the Company’s ability to achieve such performance goals. The performance for these measures under the Fiscal 2022 - 2024 PSUs is shown below. The awards exceeded the maximum payout level and therefore 200% vesting will occur, and the awards will pay out following an additional year of service ending February 3, 2024.

  114. LTIP Performance Targets

    | Performance Target | Weighting | Threshold (Pays 25% of Target Award) | Target (Pays 100% of Target Award) | Maximum (Pays 200% of Target Award) | Actual (1) | Share Award Vesting (as a Percentage of Target Award) | | Revenue (in millions) | 50% | $12,075 | $12,425 | $12,795 | $14,856 | 200% | | Adjusted Free Cash Flow (in millions) | 50% | $575 | $635 | $710 | $1,656 | 200% |

  115. LTIP Performance Targets

    | (1) See discussion of adjustments for the Diamonds Direct and Blue Nile acquisitions above. The actual cumulative two-year results prior to these adjustments were Revenue of $15.7 billion and Adjusted Free Cash Flow of $1.8 billion, which both exceeded the maximum goal for the metric. |

  116. LTIP Performance Targets

    Retirement & Deferred Compensation The Company provides retirement and deferred compensation benefits to NEOs and all eligible team members, both as a retention mechanism and to provide a degree of post-retirement financial security, through the Company-sponsored Signet Jewelers 401(k) Retirement Savings Plan (the “401(k) Plan”), which is a qualified plan under federal guidelines, and the Deferred Compensation Plan (the “DCP”). Under the 401(k) Plan the team members who participate receive a match of 50% up to a maximum of 6% of the team member’s base salary and cash bonus. Under federal guidelines, the 401(k) Plan contributions by senior management may be reduced based on the participation levels of lower-paid team members. Under the DCP, managers are eligible to contribute up to 15% of base salary and/or cash bonus and receive a match of 50% up to a maximum of 8% of the manager’s base salary and/or cash bonus. Effective in March 2022, the retirement definition was harmonized across all compensation and retirement benefit programs. The new retirement definition is attainment of age 60 and 5 years of service. This will provide for full vesting of all Company matching balances in the 401(k) and DCP prospectively once the retirement age and service is attained. Also, in the event of such retirement, the STIP provides for payment of a pro-rated target annual bonus and, for LTIP awards held for at least six months from the grant date, such awards will continue to vest and pay out post-retirement, subject to actual performance achievement for performance-based awards. We do not offer any retirement benefits to our Israeli-based executive officers, including Mr. Edelman, except for social benefits required pursuant to Israeli labor laws, or are common practice in Israel and are generally available to all Israeli team members, and as set forth in the personal employment agreements, as amended, that Mr. Edelman entered into with an Israeli subsidiary of the Company (described in more detail below under the “NEO Agreements” section of this Proxy Statement). For example, we contribute 8.33% of each Israeli team member’s monthly base salary each month to an investment fund for the benefit of such team member (provided that certain team members may elect to receive a portion of such monthly amount as additional salary in lieu of it being contributed to such investment fund), which will be released to such team member upon termination of

  117. LTIP Performance Targets

    | SIGNET JEWELERS | 55 | 2023 PROXY STATEMENT |

  118. LTIP Performance Targets

    employment for any reason, including retirement. In addition, we make a monthly payment of up to 6.5% of each team member’s monthly base salary to another insurance or pension fund (provided that certain team members may elect to receive a portion of such monthly amount as additional salary in lieu of it being contributed to such insurance or pension fund), which accrued amount may be withdrawn by the team member after retirement or, subject to various tax restrictions in Israel, after leaving our employment. The amounts of the above referenced benefits contributed by us to Mr. Edelman in Fiscal 2023 are specified the Summary Compensation Table below. Perquisites NEOs receive a limited number of perquisites and supplemental benefits:

  119. LTIP Performance Targets

    | ◆ | The Company reimburses the cost of physical examinations for the CEO and the NEOs based in the US to facilitate and encourage maintaining proactive healthcare and well-being. |

  120. LTIP Performance Targets

    | ◆ | The Company reimburses the cost of financial planning and tax preparation up to $15,000 annually to provide holistic financial and tax planning and support the optimization of Signet compensation and benefit programs. |

  121. LTIP Performance Targets

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

  122. LTIP Performance Targets

    | ◆ | Where applicable, small retirement gifts may be given. |

  123. LTIP Performance Targets

    | ◆ | In addition, in limited circumstances, where it is appropriate that spouses attend business related functions, Signet covers the travel expenses of spouses. |

  124. LTIP Performance Targets

    | ◆ | The Company does not provide any tax gross-up payments for any perquisites other than for relocation payments where applicable. |

  125. LTIP Performance Targets

    | ◆ | Also, as is customary in Israel and applicable to all Israeli employees, we provide our Israeli team members with a certain amount of monthly contributions equal to 8.33% of their base salary for the benefit of each team member’s study and training purposes. The amounts of such benefits provided to Mr. Edelman in Fiscal 2023 are specified in the Summary Compensation Table below. |

  126. OTHER POLICIES AND PRACTICES

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

  127. OTHER POLICIES AND PRACTICES

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

  128. OTHER POLICIES AND PRACTICES

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

  129. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth the compensation during Fiscal 2023, Fiscal 2022 and Fiscal 2021, as appropriate or earned by NEOs.

  130. SUMMARY COMPENSATION TABLE

    | NEO & Position | Fiscal Year | Salary(1)(2) | Bonus | Stock Awards(3)(4) | Non-Equity Incentive Plan Compensation(5) | All Other Compensation(6) | Total | | Virginia C. Drosos Chief Executive Officer | 2023 | $1,500,000 | $0 | $8,908,930 | $453,600 | $166,624 | $11,029,154 | | | 2022 | $1,500,000 | $0 | $6,814,324 | $4,500,000 | $139,136 | $12,953,460 | | | 2021 | $1,368,359 | $0 | $6,145,991 | $4,500,000 | $170,244 | $12,184,594 | | Joan M. Hilson Chief Financial, Strategy and Services Officer | 2023 | $872,115 | $0 | $2,168,299 | $188,249 | $31,497 | $3,260,160 | | | 2022 | $839,904 | $0 | $1,737,636 | $1,679,808 | $20,357 | $4,277,705 | | | 2021 | $699,735 | $0 | $1,333,671 | $1,347,548 | $10,782 | $3,391,736 | | Jamie L. Singleton Group President, Chief Consumer Officer | 2023 | $855,962 | $0 | $2,131,739 | $184,779 | $27,329 | $3,199,809 | | | 2022 | $814,904 | $0 | $1,686,529 | $1,629,808 | $59,887 | $4,191,128 | | | 2021 | $664,929 | $0 | $1,290,647 | $1,289,296 | $115,579 | $3,360,451 | | Rebecca Wooters Chief Digital Officer | 2023 | $667,692 | $0 | $920,935 | $100,955 | $39,921 | $1,729,503 | | | 2022 | $650,000 | $0 | $738,167 | $975,000 | $9,240 | $2,372,407 | | | 2021 | $477,431 | $0 | $990,301 | $975,000 | $1,573 | $2,444,305 | | Oded Edelman(7) Chief Digital Innovation Officer and President, Digital Banners | 2023 | $573,523 | $0 | $824,654 | $90,284 | $121,107 | $1,609,568 | | | 2022 | $585,806 | $0 | $653,005 | $852,404 | $130,712 | $2,221,927 | | | 2021 | $514,464 | $0 | $516,251 | $787,500 | $110,646 | $1,928,861 |

  131. SUMMARY COMPENSATION TABLE

    | (1) The amounts reflected in the table above represent actual salary earned during Fiscal 2023 and 2022. Amounts reflected in the table for Fiscal 2021 included COVID-related pay reductions. |

  132. SUMMARY COMPENSATION TABLE

    | (2) Mss. Hilson, Singleton, and Wooters and Mr. Edelman received salary increases effective March 13, 2022. |

  133. SUMMARY COMPENSATION TABLE

    | (3) In accordance with FASB Topic 718, the amounts calculated are based on the aggregate grant date fair market value of the restricted stock units and performance-based restricted stock units. For information on the valuation assumptions, refer to note 27 in Signet’s Annual Report on Form 10-K for Fiscal 2023. The amounts in the table above reflect the total value of the PSUs at the target (or 100%) level of performance achievement. Grants made during Fiscal 2023 are detailed in the “Grants of Plan Based Table and see the table below for the potential maximum value for such PSU grants.” |

  134. SUMMARY COMPENSATION TABLE

    | (4) Details of the annual LTIP grants including changes in annual targets are detailed in the “CDA-Fiscal 2023 LTIP Grants.” Mss. Hilson and Singleton Fiscal 2023 awards include a special one-time grant based on their expanded responsibilities related to organizational changes. Ms. Wooters Fiscal 2021 stock award included a $350,000 grant made pursuant to her offer of employment. |

  135. SUMMARY COMPENSATION TABLE

    | (5) The amounts in the table above reflect the actual STIP awards earned for Fiscal 2023 at a 20.16% earned achievement level for corporate performance and blended achievement for Ms. Singleton and Mr. Edelman based on corporate and business unit achievement as referenced in the “CDA—Elements of NEO Compensation—Annual Bonus under the Short-Term Incentive Plan (STIP). |

  136. SUMMARY COMPENSATION TABLE

    | (6) The table below provides the incremental Fiscal 2023 cost to the Company for each of the elements included in the “All Other Compensation” column above. |

  137. SUMMARY COMPENSATION TABLE

    | NEO | 401(k) Matching Contribution(a) | DCP Matching Contribution(a) | Dividends(b) | Health Care Reimbursements Related to Physical Exam | Life and Disability Insurance Premiums | Perquisites(c) | Total | | Virginia C. Drosos | $10,881 | $90,000 | $56,153 | $1,800 | $7,790 | $— | $166,624 | | Joan M. Hilson | $10,188 | $— | $9,825 | $— | $11,484 | $— | $31,497 | | Jamie L. Singleton | $10,183 | $— | $5,662 | $— | $11,484 | $— | $27,329 | | Rebecca Wooters | $9,681 | $26,692 | — | $— | $3,548 | $— | $39,921 | | Oded Edelman | $— | $— | $3,928 | $— | $— | $117,179 | $121,107 |

  138. SUMMARY COMPENSATION TABLE

    | (a) 401(k) and DCP Company matches were suspended during a portion of Fiscal 2021. Reinstatement of Company matches for both plans became effective January 2021. |

  139. SUMMARY COMPENSATION TABLE

    | (b) Represents payment of the accrued dividend on the restricted share awards (“RSAs”) that vested on April 25, 2022. |

  140. SUMMARY COMPENSATION TABLE

    | (c) Amount reported for Mr. Edelman includes certain Israeli benefits, including employer contributions in Fiscal 2023 to Mr. Edelman’s pension fund ($33,978), education fund ($40,115), and severance fund ($43,086). |

  141. SUMMARY COMPENSATION TABLE

    | SIGNET JEWELERS | 60 | 2023 PROXY STATEMENT |

  142. SUMMARY COMPENSATION TABLE

    | (7) Mr. Edelman’s primary work location is in Israel and the salary is paid in New Israeli Shekels (NIS) on a monthly basis, similar to other Israeli team members. Mr. Edelman elected to receive cash in lieu of having supplemental deposits (in excess of satisfying the Israeli statutory requirements) for pension, education and severance funds that in total were approximately $93,000 USD. These cash payments were taxable to Mr. Edelman. Mr. Edelman’s non-equity compensation was also paid in NIS. For purposes of this presentation, these amounts were converted to USD based on a conversion rate of $0.28355 to 1 NIS (the monthly average conversion rate in January 2023). |

  143. SUMMARY COMPENSATION TABLE

    The table below provides the potential value of Fiscal 2023 PSUs at target (as included in the amounts reported in the Summary Compensation Table above) and maximum level of performance.

  144. SUMMARY COMPENSATION TABLE

    | NEO | Potential Value at Target Level | Potential Value at Maximum Level | | Virginia C. Drosos | $5,345,358 | $10,690,716 | | Joan M. Hilson | $1,301,007 | $2,602,015 | | Jamie L. Singleton | $1,279,085 | $2,558,171 | | Rebecca Wooters | $552,561 | $1,105,122 | | Oded Edelman | $494,807 | $989,614 |

  145. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS Set forth below is information concerning grants of plan-based awards made during Fiscal 2023 under the Omnibus Plan.

  146. GRANTS OF PLAN-BASED AWARDS

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(6) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(7) | | | All other Stock Awards: Number of Shares or Units | Grant Date Fair Value of Stock and Option Award(8) | | NEO | Grant Date | Threshold | Target | Max | Threshold | Target | Max | | | | Virginia C. Drosos(1) | | $562,500 | $2,250,000 | $4,500,000 | | | | | | | (2) | March 18, 2022 | | | | 18,349 | 73,395 | 146,790 | | $5,345,358 | | (3) | March 18, 2022 | | | | | | | 48,930 | $3,563,572 | | Joan M. Hilson(1) | | $251,563 | $1,006,250 | $2,012,500 | | | | | | | (2) | March 18,2022 | | | | 4,404 | 17,614 | 35,228 | | $1,282,828 | | (3) | March 18, 2022 | | | | | | | 13,858 | $855,243 | | (4) | Sept. 14, 2022 | | | | 83 | 330 | 660 | | $18,180 | | (5) | Sept. 14, 2022 | | | | | | | 220 | $12,049 | | Jamie L. Singleton(1) | | $247,250 | $989,000 | $1,978,000 | | | | | | | (2) | March 18, 2022 | | | | 4,328 | 17,313 | 34,626 | | $1,260,906 | | (3) | March 18, 2022 | | | | | | | 13,451 | $840,604 | | (4) | Sept. 14, 2022 | | | | 83 | 330 | 660 | | $18,180 | | (5) | Sept. 14, 2022 | | | | | | | 220 | $12,049 | | Rebecca Wooters(1) | | $125,625 | $502,500 | $1,005,000 | | | | | | | (2) | March 18, 2022 | | | | 1,897 | 7,587 | 15,174 | | $552,651 | | (3) | March 18, 2022 | | | | | | | 5,058 | $368,374 | | Oded Edelman(1) | | $112,500 | $450,000 | $900,000 | | | | | | | (2) | March 18, 2022 | | | | 1,699 | 6,794 | 13,588 | | $494,807 | | (3) | March 18, 2022 | | | | | | | 4,529 | $329,847 |

  147. GRANTS OF PLAN-BASED AWARDS

    | (1) Represents bonus opportunities under the Fiscal 2023 STIP. The threshold, target and maximum bonus levels, respectively, for Fiscal 2023 expressed as a percentage of base salary were 37.5%, 150% and 300% for Ms. Drosos, 28.75, 115% and 230% for Ms. Hilson and Ms. Singleton, 18.75%, 75%, and 150% for Ms. Wooters, and Mr. Edelman based on goals established by the Human Capital Management & Compensation Committee. Ms. Hilson and Ms. Singleton’s STIP% increased to 115% of base salary effective August 11, 2022 (from January 30, 2022 through August 10, 2022 STIP was 100% of base salary). For a more detailed description of the Fiscal 2023 STIP, including a discussion of the Company’s performance with respect to goals and amounts awarded to the NEOs in Fiscal 2023, see “CDA-Elements of NEO Compensation-Annual Bonus under the Short-Term Incentive Plan (STIP)” section of this Proxy Statement. |

  148. GRANTS OF PLAN-BASED AWARDS

    | SIGNET JEWELERS | 61 | 2023 PROXY STATEMENT |

  149. GRANTS OF PLAN-BASED AWARDS

    | (2) Represents PSUs granted under the Omnibus Plan. PSUs will vest on the third anniversary of the grant date subject to achievement of performance goals and continued service. Vesting may be prorated upon certain terminations of employment or change of control events. Ms. Drosos and Ms. Singleton are eligible for the retirement vesting opportunity which follows the grantee’s 60th birthday with at least 5 years of service. If following the sixth-month anniversary of the grant date, upon the grantee’s retirement, the units shall continue to vest and become fully vested on the third anniversary of the grant date, subject to actual performance achievement. Under the terms of these awards, the portion of the PSUs that will vest depends on the achievement of cumulative LTIP Revenue and LTIP Free Cash Flow goals for the two-year performance measurement period covering Fiscal 2023 through Fiscal 2024. The minimum payout if threshold is achieved is 25% of target and the maximum payout is 200% of target. The PSUs will be forfeited in the event the Company fails to achieve minimum performance. |

  150. GRANTS OF PLAN-BASED AWARDS

    | (3) Represents time-based RSUs granted under the Omnibus Plan. RSUs will vest as to one-third of the award on each of the first, second and third anniversary of the grant date subject to continued service. Vesting may be prorated upon certain terminations of employment or change of control events. Ms. Drosos and Ms. Singleton are eligible for the retirement vesting opportunity which follows the grantee’s 60th birthday with at least 5 years of service. If following the sixth-month anniversary of the grant date, upon the grantee’s retirement, the units shall continue to vest and become fully vested on the third anniversary of the grant date. RSUs do not accrue dividends prior to vesting. |

  151. GRANTS OF PLAN-BASED AWARDS

    | (4) Represents PSUs granted under the Omnibus Plan based on the expansion of roles for Ms. Hilson and Ms. Singleton, valued at $21,000. This amount represents the prorated increase in LTIP annual grant value to 250% (from 240%) of salary. The grant price and number of shares were determined using the 20-day average of the closing stock price up to and including the date of grant. PSUs vesting is aligned to the annual LTIP grant and will be subject to the same performance goals, the same two-year fiscal performance period, the same retirement rules and termination of employment or change of control events. Ms. Singleton is eligible for the retirement vesting opportunity. |

  152. GRANTS OF PLAN-BASED AWARDS

    | (5) Represents time-based RSUs granted under the Omnibus Plan based on the expansion of roles for Ms. Hilson and Ms. Singleton, valued at $14,000. This amount represents the prorated increase in LTIP annual grant value to 250% (From 240%) of salary. The grant price and number of shares were determined using the 20-day average of the closing stock price up to an including the date of grant. RSUs will vest on each of the first, second and third anniversary of the grant date subject to continued service. RSU vesting is aligned to the annual LTIP grant and will be subject to the same retirement rules and termination of employment or change of control events. Ms. Singleton is eligible for the retirement vesting opportunity. |

  153. GRANTS OF PLAN-BASED AWARDS

    | (6) Performance must exceed threshold level to earn any Fiscal 2023 STIP payout, with payment amounts determined on a linear basis from 25% to 100% of target for achievement between threshold and target performance goals and from 100% to 200% of target for achievement between target and maximum performance goals. For a more detailed description of the Fiscal 2023 STIP, see “CDA-Elements of NEO Compensation-Annual Bonus under the Short-Term Incentive Plan (“STIP)” section of this Proxy Statement. |

  154. GRANTS OF PLAN-BASED AWARDS

    | (7) Payouts of equity incentive plan awards may range from 0 shares to the maximum as described above. At threshold, target and maximum levels, 25%, 100% and 200% is paid to the NEOs. |

  155. GRANTS OF PLAN-BASED AWARDS

    | (8) Represents the grant date fair value of each equity-based award as determined in accordance with FASB ASC Topic 718. The actual value received by the NEOs with respect to these awards may range from $0 to an amount greater than the reported amount, depending on the Company’s actual financial performance and share value when the shares are received. |

  156. GRANTS OF PLAN-BASED AWARDS

    | SIGNET JEWELERS | 62 | 2023 PROXY STATEMENT |

  157. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023

  158. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023

    | | Option Awards | | | Stock Awards | | | | | | NEO | Number of securities underlying unexercised options (#) unexercisable | Option exercise price | Option expiration date | Number of shares or units of stock that have not vested | | Market value of shares or units that have not vested(1) | Equity Incentive Plan Awards: Number of unearned shares, units or other rights that have not vested | Equity Incentive Plan Awards: Market or payout value of unearned shares, units or other rights that have not vested(1) | | Virginia C. Drosos | | | | 144,075 | (3) | $10,949,700 | 81,521(6) | $12,391,192 | | | | | | 36,232 | (4) | $2,753,632 | 73,395(7) | $5,578,020 | | | | | | 48,930 | (5) | $3,718,680 | | | | Joan M. Hilson | | | | 31,264 | (3) | $2,376,064 | 20,788(6) | $3,159,776 | | | | | | 9,239 | ((4) | $702,164 | 17,614(7) | $1,338,664 | | | | | | 11,743 | (5) | $892,468 | 330(8) | $25,080 | | | | | | 220 | (10) | $16,720 | | | | Jamie L. Singleton | 6,000(2) | $39.72 | April 25, 2028 | 30,225 | (3) | $2,299,380 | 20,176(6) | $3,066,752 | | | | | | 8,968 | (4) | $681,568 | 17,313(7) | $1,315,788 | | | | | | 11,542 | (5) | $877,192 | 330(8) | $25,080 | | | | | | 220 | (10) | $16,720 | | | | Rebecca Wooters | | | | 16,482 | (3) | $1,252,632 | 8,831(6) | $1,342,312 | | | | | | 3,925 | (4) | $298,300 | 7,587(7) | $576,612 | | | | | | 5,058 | (5) | $384,408 | | | | | | | | 15,799 | (9) | $1,200,724 | | | | Oded Edelman | | | | 12,102 | (3) | $919,752 | 7,812(6) | $1,187,424 | | | | | | 3,472 | (4) | $263,872 | 6,794(7) | $516,334 | | | | | | 4,529 | (5) | $344,204 | | |

  159. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023

    | (1) Calculated using the closing market price of the Company’s Common Shares on January 27, 2023, the last business day of Fiscal 2023 ($76.00 per share). |

  160. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023

    | (2) The grant date for this stock option award was April 25, 2018. 100% of these options vested on April 25, 2021 and were eligible to be exercised as of January 28, 2023. These options have not been exercised. |

  161. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023

    | (3) The grant date for this RSU award was April 27, 2020. One third of this grant vests on each of the first, second and third anniversary of the grant date. As of January 28, 2023, the awards outstanding represent the amounts eligible for vesting third anniversary of the grant. |

  162. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023

    | (4) The grant date for this RSU award was March 22, 2021. One third of this grant vests on each of the first, second and third anniversary of the grant date. As of January 28, 2023, the awards outstanding represent the amounts eligible for vesting on the second and third anniversary of the grant. |

  163. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023

    | (5) The grant date for this RSU award was March 18, 2022. One third of this grant vests on each of the first, second and third anniversary of the grant date. As of January 28, 2023, the awards outstanding represent the amounts eligible for vesting on the first, second and third anniversary of the grant. |

  164. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023

    | (6) The grant date for this PSU award was March 22, 2021. The Human Capital Management and Compensation Committee determined the extent to which this grant may be earned after the two-year performance period, which ends on January 28, 2023. Performance associated with this award was determined to exceed maximum achievement, and the award will vest and payout following an additional year of service on February 3, 2024. Amount reported reflects payout at maximum, which was 200% for such grant. |

  165. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023

    | (7) The grant date for this PSU award was March 18, 2022. The Human Capital Management and Compensation Committee will determine the extent to which this grant may be earned after the two-year performance period, which ends on February 3, 2024, and the award will vest and payout following an additional year of service on March 18, 2025. Performance associated with this award is expected to be at or slightly above threshold achievement, but below target. Amount reported reflects payout at target, which is 100% for such grant. |

  166. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023

    | (8) The grant date for this PSU award was September 14, 2022. The Human Capital Management and Compensation Committee will determine the extent to which this grant may be earned after the two-year performance period, which ends on February 3, 2024, and the award will vest and payout following an additional year of service on March 18, 2025. Performance associated with this award is expected to be at or slightly above threshold achievement, but below target. Amount reported reflects payout at target, which is 100% for such grant. |

  167. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023

    | (9) The grant date for this RSU award was April 16, 2020. One third of this grant vests on each of the first, second and third anniversary of the grant date. As of January 28, 2023, the awards outstanding represent the amounts eligible for vesting on the third anniversary of the grant. |

  168. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023

    | (10) The grant date for this RSU award was September 14, 2022. One third of this grant vests on each of the first, second and third anniversary of the grant date. As of January 28, 2023, the awards outstanding represent the amount eligible for vesting on the first, second and third anniversary of the grant. |

  169. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023

    | SIGNET JEWELERS | 63 | 2023 PROXY STATEMENT |

  170. OPTION EXERCISES AND SHARES VESTED

    OPTION EXERCISES AND SHARES VESTED The table below shows the number and value of share options exercised and shares vested (or settled) for the NEOs in Fiscal 2023.

  171. OPTION EXERCISES AND SHARES VESTED

    | | Stock Awards | | | NEO | Number of shares acquired on vesting | Value realized on vesting(1) | | Virginia C. Drosos | 938,665 | $69,660,245 | | Joan M. Hilson | 193,878 | $14,437,446 | | Jamie L. Singleton | 160,949 | $11,988,997 | | Rebecca Wooters | 84,453 | $6,357,478 | | Oded Edelman | 74,335 | $5,523,326 |

  172. OPTION EXERCISES AND SHARES VESTED

    | (1) Represents the number of Common Shares acquired upon the vesting of PSUs at actual achievement, RSUs and restricted share awards (“RSAs”) during Fiscal 2023, inclusive of shares that were withheld for tax purposes upon vesting. The amount included with respect to PSUs includes the shares issued upon vesting of (a) the Fiscal 2020–2022 PSUs, which had a three-year performance period and were settled in March 2022 upon HCMC confirmation of the performance achievement following the end of Fiscal 2022 and (b) the Fiscal 2021–2023 PSUs, which had a two-year performance period, with the performance achievement also confirmed in March 2022 following the end of Fiscal 2022, followed by an additional year of vesting ending on January 28, 2023, which was the last day of Fiscal 2023. |

  173. OPTION EXERCISES AND SHARES VESTED

    | (2) The value realized on vesting of RSUs, RSAs and PSUs is equal to the average high and low price of the Common Shares on the applicable vesting date (or the then-most recent trading day), multiplied times the number of Common Shares acquired upon vesting, inclusive of the value of Common Shares that were withheld upon vesting for tax purposes, and, for RSAs, the dividends accrued thereon. |

  174. NON-QUALIFIED DEFERRED COMPENSATION

    NON-QUALIFIED DEFERRED COMPENSATION The Company maintains a Deferred Compensation Plan (“DCP”), which is an unfunded, non-qualified plan under Federal guideline, established for senior management to assist with pre-tax retirement savings in addition to the 401(k) Plan. The Company has provided a 50% matching contribution under the DCP for each participant’s annual deferral, up to 8% of the participant’s annual eligible compensation. The Company matching contribution was suspended during the COVID-19 pandemic but was reinstated in January 2021 and was in place for all of Fiscal 2023. Although the DCP also permits additional employer discretionary contributions, the Company did not make any additional discretionary contribution in Fiscal 2023.

  175. NON-QUALIFIED DEFERRED COMPENSATION

    | NEO | Executive contributions in last fiscal year(1) | Registrant contribution in last fiscal year(2) | Aggregate earnings in last fiscal year(3) | Aggregate withdrawals/ distributions in last fiscal year(4) | Aggregate balance at last fiscal year end(5) | | Virginia C. Drosos | $180,000 | $90,000 | $(130,331) | $(7,178) | $2,108,271 | | Joan M. Hilson | $— | $— | $— | $— | $— | | Jamie L. Singleton | $— | $— | $3,676 | $(22,889) | $149,574 | | Rebecca Wooters | $53,385 | $26,692 | $3,229 | $(351) | $88,784 | | Oded Edelman | $— | $— | $— | $— | $— |

  176. NON-QUALIFIED DEFERRED COMPENSATION

    | (1) All NEO contributions are reflected in their “Salary” or “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table. |

  177. NON-QUALIFIED DEFERRED COMPENSATION

    | (2) All registrant contributions reflect the Company match for executive contributions. These contributions are reported in the “All Other Compensation” column of the Summary Compensation Table. |

  178. NON-QUALIFIED DEFERRED COMPENSATION

    | (3) Aggregate earnings represent interest credited to each executive’s account based the crediting rate of interest declared for the year. For Fiscal 2023, this rate did not exceed 120% or the applicable US federal long-term rate. As such, no amounts are reported in the Summary Compensation Table. |

  179. NON-QUALIFIED DEFERRED COMPENSATION

    | (4) In Fiscal 2023, the withdrawal for Ms. Drosos was related to the payment of required tax withholdings for earnings on non-qualified deferred compensation balances. The withdrawal for Ms. Singleton was based on a short-term payout election made prior to the beginning of the 2016 calendar year. |

  180. NON-QUALIFIED DEFERRED COMPENSATION

    | (5) The aggregate balance reported as of January 28, 2023 for each executive includes the following amounts that were reported in the Summary Compensation Table in the proxy statements from prior years including: |

  181. NON-QUALIFIED DEFERRED COMPENSATION

    | NEO | Aggregate balance reported in Summary Compensation Table in prior years | | Virginia C. Drosos | $1,873,123 | | Joan M. Hilson | $— | | Jamie L. Singleton | $95,709 | | Rebecca Wooters | $6,000 | | Oded Edelman | $— |

  182. NON-QUALIFIED DEFERRED COMPENSATION

    | SIGNET JEWELERS | 64 | 2023 PROXY STATEMENT |

  183. NON-QUALIFIED DEFERRED COMPENSATION

    This section summarizes the details of the termination protection agreements with Ms. Drosos, Ms. Hilson, Ms. Singleton and Ms. Wooters, and the terms the employment agreement with Mr. Edelman, in each case that were in effect as of the end of Fiscal 2023 pursuant to the amended and restated termination protection agreements (or, in the case of Mr. Edelman, the amendment to his personal employment agreement) entered into on March 15, 2022. The actual salary paid during Fiscal 2023 to each NEO is set forth in the Summary Compensation Table, and their current annual salary and maximum and target bonus opportunities are described in the CDA.

  184. TERMINATION PROTECTION AGREEMENTS

    TERMINATION PROTECTION AGREEMENTS Each of the NEOs, other than Mr. Edelman, are party to a termination protection agreement with a US subsidiary of the Company that governs terminations of employment and certain material terms of such NEO’s employment. Mr. Edelman is subject to an employment agreement with an Israeli subsidiary of the Company. CEO Termination Protection Agreement Ms. Drosos’s amended and restated termination protection agreement automatically renews for one-year periods on August 1 of each year, unless either party provides notice of non-renewal at least six months prior to the end of the then-current term. Ms. Drosos’s employment shall continue until terminated by the Company at any time, by Ms. Drosos with at least 90 days’ notice, by either party upon notice of non-renewal of the agreement as described above, or upon Ms. Drosos’s death or termination for “cause,” which terminations may be effective immediately. Ms. Drosos is entitled to the following severance payments, subject to the execution and non-revocation of a release of claims, (a) if she is terminated by the Company without “cause” or (b) in the event the Company elects not to renew the termination protection agreement at the end of any term:

  185. TERMINATION PROTECTION AGREEMENTS

    | ◆ | one and one-half times (1.5x) the sum of base salary and target annual bonus, payable for twelve months following the date of termination; |

  186. TERMINATION PROTECTION AGREEMENTS

    | ◆ | a lump sum amount equal to the annual bonus Ms. Drosos would have otherwise received for the fiscal year in which such termination occurs, based on actual performance and pro-rated for the number of days employed during such fiscal year; |

  187. TERMINATION PROTECTION AGREEMENTS

    | ◆ | in respect of each then-ongoing award under the Company’s LTIP as of the date of termination, (a) with respect to awards that vest in whole or in part based on performance, at the end of each completed performance cycle for each such award, vesting calculated based on actual performance during the full performance cycle, prorated based on the number of calendar days employed during the maximum vesting period applicable to the award, and (b) with respect to awards that vest solely based on provision of services, vesting calculated based on the award the executive otherwise would have received for the vesting cycle, prorated based on the number of calendar days employed during the vesting period, in each case payable in accordance with the LTIP and applicable award agreement; and |

  188. TERMINATION PROTECTION AGREEMENTS

    | ◆ | if Ms. Drosos elects coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), a cash payment equal to the employer contribution to the premium payment for actively employed senior executives, payable monthly for twelve months or until such earlier termination of COBRA coverage. |

  189. TERMINATION PROTECTION AGREEMENTS

    Ms. Drosos is entitled to the following severance payments, subject to the execution and non-revocation of a release of claims, if in each case within one year following a “change of control” (as defined in the termination protection agreement): (a) she is terminated by the Company without “cause,” (b) she resigns for “good reason” (as defined in the termination protection agreement) or (c) in the event the Company elects not to renew the termination protection agreement at the end of any term:

  190. TERMINATION PROTECTION AGREEMENTS

    | ◆ | one and one-half times (1.5x) the sum of base salary and target annual bonus, payable in a lump sum; |

  191. TERMINATION PROTECTION AGREEMENTS

    | ◆ | a lump sum amount equal to the annual bonus Ms. Drosos would have otherwise received for the fiscal year in which such termination occurs, based on actual performance and pro-rated for the number of days employed during such fiscal year; |

  192. TERMINATION PROTECTION AGREEMENTS

    | SIGNET JEWELERS | 65 | 2023 PROXY STATEMENT |

  193. TERMINATION PROTECTION AGREEMENTS

    | ◆ | awards granted pursuant to the LTIP would be paid in accordance with the terms of the LTIP and applicable award agreement, as discussed in the section “Termination Payments—Change of Control” included in this Proxy Statement, provided that if such award agreement does not expressly provide for any payment upon a resignation for good reason or termination due to non-renewal within one year following a change of control, Ms. Drosos is entitled to the same payment she would be entitled to receive upon a termination by the Company without cause following a change of control under the LTIP and applicable award agreement; and |

  194. TERMINATION PROTECTION AGREEMENTS

    | ◆ | if Ms. Drosos elects coverage under COBRA, a cash payment equal to the employer contribution to the premium payment for actively employed senior executives, payable monthly for eighteen months or until such earlier termination of COBRA coverage. |

  195. TERMINATION PROTECTION AGREEMENTS

    Other NEO Termination Protection Agreements Pursuant to the amended and restated termination protection agreements with our other NEOs, other than Mr. Edelman, each such NEO’s employment will continue until the agreement is terminated by either party upon at least 90 days’ advance written notice, other than upon the NEO’s death or upon a termination for “cause,” which terminations may be effective immediately. The amended and restated termination protection agreements also provide for compensation, including, (i) an annual base salary, (ii) target and maximum annual bonus, (iii) eligibility to be considered annually for an LTIP award, as determined in the sole discretion of the Human Capital Management & Compensation Committee, and (iv) participation in benefit plans made available to senior executives of the Company. These NEOs are each entitled to the following severance payments, subject to the execution and non-revocation of a release of claims, if the NEO is terminated by the Company without “cause”:

  196. TERMINATION PROTECTION AGREEMENTS

    | ◆ | one and one-half times (1.5x) the NEO’s base salary, payable for twelve months following the date of termination; |

  197. TERMINATION PROTECTION AGREEMENTS

    | ◆ | a lump sum amount equal to the annual bonus the NEO would have otherwise received for the fiscal year in which such termination occurs, based on actual performance; |

  198. TERMINATION PROTECTION AGREEMENTS

    | ◆ | in respect of each then-ongoing award under the Company’s LTIP as of the date of termination, (a) with respect to awards that vest in whole or in part based on performance, at the end of each completed performance cycle for each such award, vesting calculated based on actual performance during the full performance cycle, prorated based on the number of calendar days employed during the maximum vesting period applicable to the award, and (b) with respect to awards that vest solely based on provision of services, vesting calculated based on the award the executive otherwise would have received for the vesting cycle, prorated based on the number of calendar days employed during the vesting period, in each case payable in accordance with the LTIP and the applicable award agreement; and |

  199. TERMINATION PROTECTION AGREEMENTS

    | ◆ | if the NEO elects coverage under COBRA, a cash payment equal to the employer contribution to the premium payment for actively employed senior executives, payable monthly for twelve months or until such earlier termination of COBRA coverage. |

  200. TERMINATION PROTECTION AGREEMENTS

    These NEOs are each entitled to the following severance payments, subject to the execution and non-revocation of a release of claims, if in each case within one year following a “change of control” (as defined in the termination protection agreement): (a) the NEO is terminated by the Company without “cause,” or (b) the NEO resigns for “good reason” (as defined in the termination protection agreement):

  201. TERMINATION PROTECTION AGREEMENTS

    | ◆ | one and one-half times (1.5x) the sum of base salary and target annual bonus, payable in a lump sum; |

  202. TERMINATION PROTECTION AGREEMENTS

    | ◆ | a lump sum amount equal to the annual bonus the NEO would have otherwise received for the fiscal year in which such termination occurs, based on actual performance and pro-rated for the number of days employed during such fiscal year; |

  203. TERMINATION PROTECTION AGREEMENTS

    | ◆ | awards granted pursuant to the LTIP would be paid in accordance with the terms of the LTIP and applicable award agreement, as discussed in the section “Termination Payments—Change of Control” included in this Proxy Statement, provided that if such award agreement does not expressly provide for any payment upon a resignation for good reason within one year following a change of control, the NEO is entitled to the same |

  204. TERMINATION PROTECTION AGREEMENTS

    | SIGNET JEWELERS | 66 | 2023 PROXY STATEMENT |

  205. TERMINATION PROTECTION AGREEMENTS

    | payment the NEO would be entitled to receive upon a termination by the Company without cause following a change of control under the LTIP and applicable award agreement; and |

  206. TERMINATION PROTECTION AGREEMENTS

    | ◆ | if the NEO elects coverage under COBRA, a cash payment equal to the employer contribution to the premium payment for actively employed senior executives, payable monthly for twelve months or until such earlier termination of COBRA coverage. |

  207. TERMINATION PROTECTION AGREEMENTS

    Terms common to the CEO and other NEO Termination Protection Agreements If an NEO’s employment is terminated by reason of death, other than Mr. Edelman, such NEO’s estate would have been entitled to the following:

  208. TERMINATION PROTECTION AGREEMENTS

    | ◆ | continued payment of base salary for six months following the date of death; |

  209. TERMINATION PROTECTION AGREEMENTS

    | ◆ | a lump sum amount equal to the annual bonus the NEO would have otherwise received for the fiscal year in which such termination occurs, based on actual performance and pro-rated for the number of calendar days employed during such fiscal year; and |

  210. TERMINATION PROTECTION AGREEMENTS

    | ◆ | in respect of each then-ongoing performance cycle under the LTIP as of the date of termination, (a) with respect to awards that vest in whole or in part based on performance, vesting based on target performance for the performance cycle and pro-rated for the number of calendar days employed during the performance cycle and (b) with respect to awards that vest solely based on the provision of services, vesting shall be pro-rated based on the number of calendar days employed during the vesting cycle. |

  211. TERMINATION PROTECTION AGREEMENTS

    If an NEO’s employment is terminated by reason of disability or if an NEO retires on or following their 60th birthday with at least five years of service, then such NEO would be entitled to the annual bonus the NEO would have otherwise received for the fiscal year in which such termination occurs, based on actual performance and prorated for the number of calendar days employed during such fiscal year, and LTIP awards would have been paid in accordance with the terms of the applicable award agreement, as discussed in the section “Termination Payments—Change of Control” included in this Proxy Statement. Upon any termination of an NEO’s employment, the NEO will be entitled to accrued and unpaid benefits or obligations. During employment and for a specified period thereafter, each NEO will be subject to confidentiality, non-disparagement, on-defamation, non-solicitation and non-competition restrictions. In addition, the NEOs are required to meet certain share ownership levels, as set by the Board from time to time. The Company has agreed to provide the NEOs with coverage under a directors and officers liability insurance policy, at a level no less than that maintained for substantially all of the executive officers of the Company and the members of the Company’s Board.

  212. EMPLOYMENT AGREEMENT

    EMPLOYMENT AGREEMENT Oded Edelman Employment Agreement Mr. Edelman is party to that certain employment agreement, effective September 12, 2017, with R2Net Israel Ltd., a subsidiary of the Company, as amended by that amendment dated March 15, 2022. Pursuant to the employment agreement, Mr. Edelman’s employment will continue until (i) his employment is terminated by the Company without cause upon twelve months’ notice, (ii) he resigns for “good reason” within one year following a “change of control” (as those terms are defined in the amendment to the employment agreement) upon twelve months’ notice; (iii) he resigns for any other reason upon 30 days’ notice, (iii) his death; (iv) termination by reason of disability upon 30 days’ notice, or (iv) immediately upon a termination of employment by R2Net Israel Ltd. for “cause.” The employment agreement provides for compensation, including, (i) an annual base salary, (ii) target and maximum annual bonus, (iii) eligibility to be considered annually for an LTIP award, as determined in the sole discretion of the Human Capital Management & Compensation Committee, and (iv) participation in benefit plans made available to senior executives of the Company. According to the employment agreement, Mr. Edelman is also entitled to social benefit arrangements including a pension arrangement, severance arrangement and study fund, as well as sick leave, recreation pay, vacation and travel allowance benefits.

  213. EMPLOYMENT AGREEMENT

    | SIGNET JEWELERS | 67 | 2023 PROXY STATEMENT |

  214. EMPLOYMENT AGREEMENT

    Upon termination of Mr. Edelman’s employment described above, in lieu or requiring Mr. Edelman to continue to provide services during the applicable notice period, the Company may elect, at its option, to terminate Mr. Edelman’s employment immediately upon paying Mr. Edelman (or his estate) a lump sum equal to the salary and the employer contributions to social contributions and other mandatory rights he would have received had he continued to be actively employed through such notice period (but in case of death, the pay in lieu of notice would be equal to six months). In addition, upon each type of termination (other than a termination for cause or resignation without good reason), Mr. Edelman would be entitled to the bonus that he would have otherwise received for the fiscal year in which such termination occurs, based on actual performance and pro-rated for the number of calendar days employed during such fiscal year. Upon a termination without cause that is outside of one year following a change of control, Mr. Edelman is entitled to receive pro-rated vesting of LTIP awards for the portion of the year during which Mr. Edelman was employed, based on actual achievement with respect to performance-based awards. Upon a resignation for good reason within one year following a change of control, Mr. Edelman would be entitled to vesting of LTIP awards in the same manner described above under “CEO Termination Protection Agreement”.

  215. EMPLOYMENT AGREEMENT

    | SIGNET JEWELERS | 68 | 2023 PROXY STATEMENT |

  216. EMPLOYMENT AGREEMENT

    Each of the NEOs is party to a termination protection agreement (described in the prior section) or other arrangement with the Company that may entitle them to payments or benefits in the event of:

  217. EMPLOYMENT AGREEMENT

    | ◆ | Involuntary termination of employment without cause; |

  218. EMPLOYMENT AGREEMENT

    | ◆ | Termination due to death; |

  219. EMPLOYMENT AGREEMENT

    | ◆ | Termination due to disability; |

  220. EMPLOYMENT AGREEMENT

    | ◆ | Voluntary termination with good reason within one year following a change of control; and |

  221. EMPLOYMENT AGREEMENT

    | ◆ | Involuntary termination without cause following a change of control. |

  222. EMPLOYMENT AGREEMENT

    The key terms of those payments or benefits are described in the prior section, “NEO Agreements—Termination Protection Agreements” and “NEO Agreements—Employment Agreement.” Below is a description of the treatment of equity awards under the Omnibus Plan and applicable award agreements following a change in control or certain termination events. Change of Control Under the Omnibus Plan and award agreements, in the event of a corporate event or transaction involving the Company, a subsidiary and/or an affiliate, equity awards will be adjusted in such manner as the Human Capital Management & Compensation Committee shall determine. Under the terms of the Omnibus Plan, if a change of control occurs, unless otherwise prohibited by applicable law, or unless the Human Capital Management & Compensation Committee determines otherwise in an award agreement, the Human Capital Management & Committee may (but is not required to) make adjustments in the terms of outstanding awards, such as: (i) continuation or assumption by the surviving company or its parent; (ii) substitution by the surviving company or its parent of awards with substantially the same terms; (iii) accelerated exercisability, vesting and/or lapse of restrictions immediately prior to the occurrence of such event; (iv) upon written notice, provision for mandatory exercise of any outstanding awards, to the extent then exercisable, during a certain period (contingent on the consummation of the change of control) at the end of which the awards terminate; and (v) cancellation of all or any portion for fair value (as determined by the Human Capital Management & Compensation Committee). While it is the Human Capital Management & Compensation Committee’s intention in the event of a change of control to make adjustments in the terms of outstanding awards in accordance with (i) and (ii) above, as the Human Capital Management & Compensation Committee is unable to predict the exact circumstance of any change of control, it is considered prudent to reserve the discretion of considering alternatives (iii), (iv) and (v). Based on award agreements for outstanding awards, if the awards are not assumed or substituted upon a change of control, the RSUs will each fully vest and the PSUs will vest on a pro-rated basis, based on the number of calendar days that have elapsed during the performance period through the change of control and based on actual performance to the time of the change of control compared to pro-rated performance targets. If awards are assumed or substituted upon a change of control, the RSUs will each continue to vest in accordance with their existing vesting schedule and the PSUs will be converted to time-based vesting units with a value equal to the value of the units that would have vested at the time of the change of control if the awards were not assumed or substituted, and such remaining award shall be subject to time-based vesting for the original performance period. Following the change of control, such modified awards will be subject to full vesting upon a termination without cause within one year. The values shown in the table below assume the assumption or substitution of the awards upon a change in control. Death or Disability If any of the NEOs had died or were terminated due to disability during Fiscal 2023, a pro rata portion of the unvested time-based RSUs would have vested early and a pro rata portion of the unvested PSUs would have vested early, but in each case only if such awards were granted at least six months prior to the termination date. The number of pro-rated PSUs that would have vested early would have been based on: (i) target performance if such

  223. EMPLOYMENT AGREEMENT

    | SIGNET JEWELERS | 69 | 2023 PROXY STATEMENT |

  224. EMPLOYMENT AGREEMENT

    termination occurred prior to the end of the applicable performance period; or (ii) actual performance if such termination occurred after the applicable performance period. The value of early vesting due to death and disability is shown in the Termination Payments table below. See the discussion of Agreements with NEOs above for additional information concerning death and disability benefits available to the NEOs. Retirement In March 2022, the retirement definition across all compensation and retirement benefit programs was harmonized as the attainment of age 60 and five years of service. The harmonized definition applies to awards and grants made on or after March 18, 2022 for all NEOs, except Mr. Edelman whose retirement age was already age 60. The retirement treatment for LTIP grants made on or after March 18, 2022 provide for continued vesting and payout of an LTIP award post-retirement such that the full amount is earned (rather than a pro-rated amount), subject to actual performance achievement for performance-based awards, to the extent the retirement event occurs at least six months from the grant date. LTIP grants made prior to March 18, 2022 had an age 65 retirement definition and include pro-rata vesting. As of the last day of Fiscal 2023, Mss. Hilson and Singleton had attained the retirement age under the harmonized retirement definition, however Ms. Hilson had not reached the five years of service requirement. The below estimated values have been calculated on the basis that the NEO’s employment had been terminated as of January 28, 2023, the last day of Fiscal 2023, using an NYSE closing market price of $76.00 as of January 27, 2023 (since January 28 was a Saturday).

  225. EMPLOYMENT AGREEMENT

    | NEO | | Involuntary Termination without Cause(1) | Death(1) | Disability(1) | Involuntary Termination or Voluntary Resignation with Good Reason following a Change of Control(1) | | Virginia C. Drosos | | | | | | | | Cash severance: | | | | | | | Base salary | $2,250,000 | $750,000 | $— | $2,250,000 | | | Bonus(2) | $3,828,600 | $453,600 | $453,600 | $3,828,600 | | | Total cash severance | $6,078,600 | $1,203,600 | $453,600 | $6,078,600 | | | Long-term incentives: | | | | | | | Accelerated vesting of performance-based restricted stock units(3) | $5,610,569 | $5,610,569 | $5,610,569 | $17,969,212 | | | Accelerated vesting of time-based restricted stock units(4) | $10,527,232 | $10,527,232 | $10,527,232 | $17,422,012 | | | Total value of long-term incentives | $16,137,801 | $16,137,801 | $16,137,801 | $35,391,224 | | | Benefits and perquisites | $14,989 | $— | $— | $22,483 | | | Total | $22,231,390 | $17,341,401 | $16,591,401 | $41,492,307 |

  226. EMPLOYMENT AGREEMENT

    | SIGNET JEWELERS | 70 | 2023 PROXY STATEMENT |

  227. EMPLOYMENT AGREEMENT

    | NEO | | Involuntary Termination without Cause(1) | Death(1) | Disability(1) | Involuntary Termination or Voluntary Resignation with Good Reason following a Change of Control(1) | | Joan M. Hilson | | | | | | | | Cash severance: | | | | | | | Base salary | $1,312,500 | $437,500 | $— | $1,312,500 | | | Bonus(2) | $188,249 | $188,249 | $188,249 | $1,697,324 | | | Total cash severance | $1,500,749 | $625,749 | $188,249 | $3,010,124 | | | Long-term incentives: | | | | | | | Accelerated vesting of performance-based restricted stock units(3) | $1,410,284 | $1,410,284 | $1,410,284 | $4,523,520 | | | Accelerated vesting of time-based restricted stock units(4) | $2,355,780 | $2,355,780 | $2,355,780 | $3,987,416 | | | Total value of long-term incentives | $3,766,064 | $3,766,064 | $3,766,064 | $8,510,936 | | | Benefits and perquisites | $11,266 | $— | $— | $11,266 | | | Total | $5,278,079 | $4,391,813 | $3,954,313 | $11,532,326 | | Jamie L. Singleton | | | | | | | | Cash severance: | | | | | | | Base salary | $1,290,000 | $430,000 | $— | $1,290,000 | | | Bonus(2) | $184,779 | $184,779 | $184,779 | $1,668,279 | | | Total cash severance | $1,474,779 | $614,779 | $184,779 | $2,958,279 | | | Long-term incentives: | | | | | | | Accelerated vesting of performance-based restricted stock units(3) | $4,662,834 | $1,373,642 | $1,373,642 | $4,407,620 | | | Accelerated vesting of time-based restricted stock units(4) | $2,938,799 | $2,938,799 | $2,938,799 | $3,874,860 | | | Total value of long-term incentives | $7,601,633 | $4,312,441 | $4,312,441 | $8,282,480 | | | Benefits and perquisites | $4,997 | $— | $— | $4,997 | | | Total | $9,081,409 | $4,927,220 | $4,927,220 | $11,245,756 | | Rebecca Wooters | | | | | | | | Cash severance: | | | | | | | Base salary | $1,005,000 | $335,000 | $— | $1,005,000 | | | Bonus(2) | $100,955 | $100,955 | $100,955 | $854,705 | | | Total cash severance | $1,105,955 | $435,955 | $100,955 | $1,859,705 | | | Long-term incentives: | | | | | | | Accelerated vesting of performance-based restricted stock units(3) | $943,598 | $599,811 | $599,811 | $1,918,924 | | | Accelerated vesting of time-based restricted stock units(4) | $2,129,478 | $2,129,478 | $2,129,478 | $3,136,064 | | | Total value of long-term incentives | $3,073,076 | $2,729,289 | $2,729,289 | $5,054,988 | | | Benefits and perquisites | $52 | $— | $— | $52 | | | Total | $4,179,083 | $3,165,244 | $2,830,244 | $6,914,745 |

  228. EMPLOYMENT AGREEMENT

    | SIGNET JEWELERS | 71 | 2023 PROXY STATEMENT |

  229. EMPLOYMENT AGREEMENT

    | NEO | | Involuntary Termination without Cause(1) | Death(1) | Disability(1) | Involuntary Termination or Voluntary Resignation with Good Reason following a Change of Control(1) | | Oded Edelman(5) | | | | | | | | Cash severance: | | | | | | | Base salary(6) | $600,000 | $360,000 | $50,000 | $600,000 | | | Bonus(2) | $90,284 | $90,284 | $90,284 | $90,284 | | | Total cash severance | $690,284 | $450,284 | $140,284 | $690,284 | | | Long-term incentives: | | | | | | | Accelerated vesting of performance-based restricted stock units(3) | $532,406 | $532,406 | $532,406 | $1,703,768 | | | Accelerated vesting of time-based restricted stock units(4) | $907,349 | $907,349 | $907,349 | $1,527,828 | | | Total value of long-term incentives | $1,439,755 | $1,439,755 | $1,439,755 | $3,231,596 | | | Benefits and perquisites | $52,985 | $26,493 | $4,415 | $52,985 | | | Total | $2,183,024 | $1,916,532 | $1,584,455 | $3,974,865 |

  230. EMPLOYMENT AGREEMENT

    | (1) The termination payments reflected herein that are payable pursuant to an NEO’s amended and restated termination protection agreement (or, in the case of Mr. Edelman, his amended employment agreement) are subject to such NEO’s execution of a release of claims and compliance with restrictive covenants. |

  231. EMPLOYMENT AGREEMENT

    | (2) In the event of a termination due to death or disability, each NEO would be entitled to the annual bonus that such NEO would have received for the full fiscal year in which the termination occurred, based on actual performance, pro-rated for the number of calendar days employed during the fiscal year (or “pro-rated actual bonus”). In the event of an involuntary termination without cause, Ms. Drosos would receive her pro-rated actual bonus and an amount equal to 1.5 times her target bonus, and Mss. Hilson, Singleton and Wooters would each receive their full annual bonus, based on actual performance, without proration. In the event of an involuntary termination without cause or resignation for good reason within one year after a change of control, each of the NEOs, other than Mr. Edelman, would be entitled to their pro-rated actual bonus and an amount equal to 1.5 times their target bonus. In each of the foregoing scenarios, Mr. Edelman would receive his pro-rated actual bonus. |

  232. EMPLOYMENT AGREEMENT

    | (3) In the event of an involuntary termination without cause, each NEO would be entitled to receive the number of PSUs that would have vested based on actual performance, pro-rated for the number of calendar days employed during the applicable vesting period, except for Ms. Singleton, who would be entitled to receive the full award based on actual performance (without proration) because she has reached the retirement eligible age and minimum years of service requirement. Since the performance periods for the awards granted in Fiscal 2022 and Fiscal 2023 have not been completed, the values reflect target performance, which may be higher or lower than actual performance. In the event of a termination due to death or disability, if the PSU award was granted at least six months prior to such termination date, then the PSUs would vest based on target performance, pro-rated based on the number of calendar days employed during the applicable vesting period. In the event of a change in control, the table assumes that awards are substituted in connection with the transaction and PSU awards will convert to time-based restricted stock unit awards, based on actual performance through the time of the change of control compared to pro-rated performance targets. For purposes of determining the value of these replacement awards, the above table assumes that the level of performance achieved as of the date of the table was 200% for PSUs granted in Fiscal 2022 and target for PSUs granted in Fiscal 2023, which may be higher or lower than actual performance at the time of such trigger event. |

  233. EMPLOYMENT AGREEMENT

    | (4) Time-based restricted stock units include restricted stock units granted in Fiscal 2021, 2022 and Fiscal 2023. In the event of a change in control, the table assumes that these time-based restricted stock units are substituted in connection with the transaction. |

  234. EMPLOYMENT AGREEMENT

    | (5) Mr. Edelman’s non-equity compensation would be paid in New Israeli Shekels (NIS). The amounts relating to base salary would be based on the USD amounts set forth above and converted to NIS prior to payment. The amounts relating to benefits and perquisites were based on certain amounts in NIS; for purposes of this presentation, these amounts have been converted to USD based on a conversion rate of $0.28355 to 1 NIS (the monthly average conversion rate in January 2023). |

  235. EMPLOYMENT AGREEMENT

    | (6) The salary-based termination payments described in this table are governed by Mr. Edelman’s amended employment agreement and are based on the assumption that R2Net Israel Ltd. elected to terminate Mr. Edelman’s employment in lieu of continuing his employment during the applicable notice period, which would result in Mr. Edelman becoming entitled to receive a lump sum cash payment equal to salary and the employer contributions to social benefits for the remainder of such notice period. The applicable notice period would be: (i) 12 months for involuntary termination without cause; (ii) six months for termination due to death; (iii) one month for termination due to disability; and (iv) 12 months for resignation for good reason within one year following a change of control. Mr. Edelman’s compensation was paid in Israel specific to Israel pay practices. |

  236. EMPLOYMENT AGREEMENT

    The amounts reported in the above table are hypothetical amounts based on the disclosure of compensation information about the NEOs. Actual payments will depend on the circumstances and timing of any termination of employment or other triggering event, and compliance with confidentiality, non-solicitation and non-competition restrictions (see “NEO Agreements” above).

  237. EMPLOYMENT AGREEMENT

    | SIGNET JEWELERS | 72 | 2023 PROXY STATEMENT |

  238. EMPLOYMENT AGREEMENT

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are providing the following estimate of the relationship of the median annual total compensation of our team members and the annual total compensation of our Chief Executive Officer, Virginia C. Drosos. Ratio Below is the Fiscal 2023 annual total compensation of our CEO, the Fiscal 2023 annual total compensation for our median employee, and the ratio of the Fiscal 2023 annual total compensation of our CEO compared to our median employee:

  239. EMPLOYMENT AGREEMENT

    | CEO Pay Ratio | | | CEO Fiscal Year 2023 Total Annual Compensation | $11,029,154 | | Median Employee Fiscal Year 2023 Total Annual Compensation | $31,499 | | CEO to Median Employee Pay Ratio | 350:1 |

  240. EMPLOYMENT AGREEMENT

    | | | | Average Summary Compensation Table Total for non-PEO NEOs | Average Compensation Actually Paid for non-PEO NEOs | Based on $100 initial investment | | | | | Fiscal Year | Summary Compensation Table Total for CEO | Compensation Actually Paid to CEO | | | Total Shareholder Return (1) | Peer Group Total Shareholder Return (1) | Net Income (Loss) | Comparable Sales | | 2023 | $11,029,154 | $(7,857,982) | $2,449,760 | $(941,633) | $320.87 | $153.74 | $376,700,000 | (6.10)% | | 2022 | $12,953,460 | $66,134,668 | $3,265,792 | $12,448,442 | $356.56 | $158.94 | $769,900,000 | 48.00% | | 2021 | $12,184,594 | $29,748,584 | $2,781,338 | $6,343,711 | $168.34 | $119.68 | $(15,200,000) | 9.90% |

  241. Compensation Actually Paid versus Total Shareholder Return

    Compensation Actually Paid versus Total Shareholder Return

  242. Compensation Actually Paid versus Total Shareholder Return

    | SIGNET JEWELERS | 75 | 2023 PROXY STATEMENT |

  243. Compensation Actually Paid versus Net Income (Loss)

    Compensation Actually Paid versus Net Income (Loss)

  244. Compensation Actually Paid versus Comparable Sales

    Compensation Actually Paid versus Comparable Sales

  245. Compensation Actually Paid versus Comparable Sales

    | SIGNET JEWELERS | 76 | 2023 PROXY STATEMENT |

  246. Compensation Actually Paid versus Comparable Sales

    Equity Compensation Plan Information The following table sets forth certain information, as of January 28, 2023, concerning Common Shares authorized for issuance under the Company’s equity compensation plans.

  247. Compensation Actually Paid versus Comparable Sales

    | | Equity Compensation Plan Information | | | | Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) (a) | Weighted-average exercise price of outstanding options, warrants and rights (2) (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) (3) (c) | | Equity compensation plans approved by security holders | 2,414,713 | $38.68 | 2,469,649 | | Equity compensation plans not approved by security holders | — | $— | — | | Total | 2,414,713 | $38.68 | 2,469,649 |

  248. Compensation Actually Paid versus Comparable Sales

    | (1) Securities indicated include non-qualified stock options, RSUs and PSUs issued under the 2009 and 2018 Omnibus Plans. PSUs included reflect vesting upon achievement of maximum levels of applicable performance conditions. |

  249. Compensation Actually Paid versus Comparable Sales

    | (2) Excludes any unvested RSUs and PSUs. |

  250. Compensation Actually Paid versus Comparable Sales

    | (3) The shares remaining available for issuance may be issued in the form of stock options, restricted shares, RSUs and PSUs or other stock awards under the Omnibus Plan. |

  251. Compensation Actually Paid versus Comparable Sales

    | SIGNET JEWELERS | 77 | 2023 PROXY STATEMENT |