DEF 14A of Signet Jewelers LTD, May 19, 2025

DEF 14A of Signet Jewelers LTD

Filed May 19, 2025 · FY20250001193125-25-122444

Open on EDGAR

  1. Key components of our Fiscal 2025 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 challenging 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; and motivate and reward achievement of sustainable earnings growth and returns over time. | PSUs (60% of LTIP awards granted in Fiscal 2025) require achievement of challenging financial goals over a three-year performance measurement period and vest following such performance period, and RSUs (40% of LTIP awards granted in Fiscal 2025) 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 compliant with applicable listing standards for executive officers and allows for recoupment in all incentive plans | | | ◆ 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 Helen McCluskey has been appointed to serve as the Company’s Chair of the Board effective immediately following the Annual Meeting, subject to her re-election to the Board by shareholders. She previously served as President and Chief Executive Officer and a member of the board of directors of The Warnaco Group, Inc. from 2012 until its 2013 acquisition by PVH Corporation, when she retired and became an independent director of PVH until 2014. She joined Warnaco as Group President, Intimate Apparel in 2004, and her responsibilities continued to increase, becoming Chief Operating Officer in 2010 before becoming President and Chief Executive Officer. Prior to joining Warnaco, Ms. McCluskey held various positions of increasing responsibility with Liz Claiborne Inc. from 2001 to 2004, Playtex Apparel, Inc from 1983 to 2001 (which was acquired by Sara Lee Corporation in 1991) and Firestone Tire & Rubber Company from 1977 to 1983. Ms. McCluskey currently serves on the board of directors of Abercrombie & Fitch Co., a publicly traded clothing retailer, since February 2019. She previously served on the board of directors of Dean Foods Company, a publicly traded food and beverage company, from November 2015 to May 2020, and Avon Products Inc., a publicly traded international social selling beauty company, from July 2014 to January 2020. Director Qualifications and Key Skills and Attributes With Ms. McCluskey’s broad background in strategy, business planning, operations, branding, merchandising and marketing, she brings valuable skills and insight to the Company. Her leadership experience at a publicly traded company, deep knowledge in retail and understanding of consumers provides valuable corporate leadership and management insight to our Board and to her anticipated role as Chair. | | | HELEN MCCLUSKEY CHAIR AND INDEPENDENT DIRECTOR Age: 70 Director Since: August 2013 | | | | | Public Directorship Abercrombie & Fitch Co. | Former Directorships Avon Products, Inc. Dean Foods Company |

  6. DIRECTOR NOMINEES

    | | Principal Occupation and Experience J.K. Symancyk was appointed Chief Executive Officer of the Company on November 4, 2024. Prior to joining Signet, Mr. Symancyk served as President and Chief Executive Officer and as a director of PetSmart, Inc./PetSmart LLC, a leading specialty pet retailer, from June 2018 to September 2024. Prior to PetSmart, he served as President and Chief Executive Officer of Academy Sports & Outdoors, a sporting goods retailer, where he also served on the board of directors, and held many leadership roles at Meijer, a supercenter chain, including Group Vice President, EVP Chief Marketing Officer, Chief Operating Officer, and President. Mr. Symancyk currently serves as a member of the board of directors of Bath & Body Works, Inc., a publicly traded home and body care products retailer, since 2021. Previously, Mr. Symancyk served on the board of directors of Chewy, Inc., a publicly traded online retailer for pet products, from June 2018 through July 2021, and GameStop Corp., a publicly traded gaming and entertainment products retailer, from March 2020 to June 2021. He also serves as a member of the board of directors for the Retail Industry Leaders Association, a U.S. trade association for leading retailers. Mr. Symancyk graduated with a bachelor’s degree from the University of Arkansas at Fayetteville. Director Qualifications and Key Skills and Attributes With over 30 years of retail industry experience leading large-scale and complex retail organizations across a diverse range of categories and his broad background in strategic, operating, merchandising and marketing roles, Mr. Symancyk brings valuable experience and business and retail industry acumen to the Company. Mr. Symancyk also brings to the Company in-depth experience overseeing growth plans and accelerating market leadership through a variety of means including proprietary brand development, services expansion, loyalty program creation, and digital and supply chain capabilities enhancements. | | | J.K. SYMANCYK CHIEF EXECUTIVE OFFICER Age: 53 Director Since: November 2024 | | | | | Public Directorship Bath & Body Works, Inc | Former Directorships Chewy Inc. GameStop Corp. Academy Sports & Outdoors |

  7. DIRECTOR NOMINEES

    | SIGNET JEWELERS | 10 | 2025 PROXY STATEMENT |

  8. DIRECTOR NOMINEES

    | | Principal Occupation and Experience André Branch serves 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, where 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: 53 Director Since: February 2021 | | | | Committees Audit Finance |

  9. DIRECTOR NOMINEES

    | | Principal Occupation and Experience Sandra B. Cochran served as Executive Chair of Cracker Barrel Old Country Store, Inc., a publicly traded restaurant and retail concept, from November 2023 through February 22, 2024. Prior to her role as Executive Chair, she served in positions of increasing responsibility at Cracker Barrel, including service as President and Chief Executive Officer and a director from September 2011 to October 2023, President and Chief Operating Officer from November 2010 to September 2011, and Executive Vice President and Chief Financial Officer from April 2009 until November 2010. Prior to joining Cracker Barrel, she served in multiple executive leadership roles at Books-A-Million, Inc., a publicly traded book retailer, including as Chief Executive Officer from February 2004 to April 2009, President from August 1999 to February 2004, and Chief Financial Officer from September 1993 to August 1999. Ms. Cochran currently serves on the board of directors of Lowe’s Companies, Inc., a publicly traded leading home improvement retailer, since 2016. She previously served on the board of directors of Cracker Barrel from September 2011 to February 22, 2024, and Dollar General Corporation, a publicly traded variety store company, from 2012 to May 2020. Ms. Cochran holds an MBA from Pacific Lutheran University, and a bachelor’s degree in chemical engineering from Vanderbilt University. She also served as a Captain in the Ninth Infantry Division of the United States Army. Director Qualifications and Key Skills and Attributes Ms. Cochran has over 30 years of retail experience, and significant experience in finance, marketing, operations, strategic planning and oversight, and risk management at major public companies and retailers. Her extensive executive C-Suite experience and service on multiple publicly-traded boards bring valuable experience and insight to the Board. | | | | SANDRA B. COCHRAN INDEPENDENT DIRECTOR Age: 66 Director Since: February 2024 | | | | | | Committees Human Capital Management & Compensation Finance | Public Directorship Lowe’s Companies, Inc. | Former Directorship Cracker Barrel Old Country Store, Inc. Dollar General Corporation |

  10. DIRECTOR NOMINEES

    | SIGNET JEWELERS | 11 | 2025 PROXY STATEMENT |

  11. 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, and Marqeta, Inc., a publicly traded global modern card issuing company, since July 2024. He previously served on the board of directors of Castle Creek Biosciences, Inc., a privately held clinical-stage cell and gene therapy company, from 2021 to 2023. He previously served on the board of directors of BNC Bancorp, formerly a publicly traded bank holding company, from 2010 to 2011. Mr. Graf holds a bachelor’s degree in economics from the Wharton School. 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: 60 Director Since: July 2017 | | | | | | Committees Finance (Chair) Audit | Public Directorship Harmony Biosciences Holdings, Inc. Marqeta, Inc. | Former Directorship BNC Bancorp |

  12. 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: 62 Director Since: October 2018 | | | | Committees Corporate Citizenship & Sustainability (Chair) Governance & Technology |

  13. DIRECTOR NOMINEES

    | SIGNET JEWELERS | 12 | 2025 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: 63 Director Since: March 2018 | | | | | | | 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 previously served on the board of directors of Big Lots, Inc., a publicly traded discount retailer, from 2015 to May 2024, and 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: 72 Director Since: March 2018 | | | | | Committees Human Capital Management & Compensation (Chair) Corporate Citizenship & Sustainability | Former Directorship Big Lots, Inc. The Warnaco Group, Inc. |

  16. DIRECTOR NOMINEES

    | SIGNET JEWELERS | 13 | 2025 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 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 Mister Car Wash, Inc., a publicly traded national car wash operator, since August 2014. Previously, he served on the board of directors of AerSale Corporation, a publicly traded aftermarket provider of aviation products and services, from January 2010 to March 2025, 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. Director Qualifications and Key Skills and Attributes Mr. Seiffer brings knowledge and experience in finance, and broad-based experience in the leadership of retail businesses and companies undergoing transformations. He also offers the Board a valuable investor perspective and insight from the world of private equity, by virtue of his service as a Senior Partner of Leonard Green. | | | | | JONATHAN SEIFFER INDEPENDENT DIRECTOR Age: 53 Director Since: June 2019 | | | | | | | Committees Audit Human Capital Management & Compensation | Public Directorship Mister Car Wash, Inc. | Private Directorship Authentic Brands Group AerSale Corporation | 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 Co., Inc., a multinational consumer electronics retailer, since May 2018. In his current role, he leads a complex operational division focused on the strategically leveraging of data, technology and artificial intelligence to engage customers, elevate experiences, increase operational efficiency and building new platforms for growth, while also holistically leading technology and analytics for Best Buy, including experience design, product management, engineering, data science/AML and platform teams. He also oversees Best Buy’s office in Bangalore, India. Previously, he was Chief Digital Officer at CVS Health Corporation, a publicly traded healthcare and retail pharmacy company, from 2013 until 2018, where he scaled an enterprise-wide digital program to over 50 million active users. Prior to CVS Health, Mr. Tilzer was the Senior Vice President of Global eCommerce at Staples, where he developed and led several multi-channel digital innovation strategies. He has also held leadership roles at Accenture, where he provided technology and transformation services to retail and consumer business. Mr. Tilzer holds a bachelor’s degree from Tufts University and an MBA from the Wharton School. Director Qualifications and Key Skills and Attributes Mr. Tilzer has more than 30 years of experience at leading retail, eCommerce and consumer businesses in information technology, strategic business development, digital transformation, planning and analysis and operations with a deep concentration in corporate, OmniChannel and eCommerce strategy. In addition to his qualifications and skills noted above, Mr. Tilzer brings a wealth of human-centered design, enterprise agility and talent building passion and experience to our Board. | | BRIAN TILZER INDEPENDENT DIRECTOR Age: 54 Director Since: February 2017 | | | | Committees Governance & Technology (Chair) Corporate Citizenship & Sustainability |

  19. DIRECTOR NOMINEES

    | SIGNET JEWELERS | 14 | 2025 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., Galeries Lafayette from and Bloomingdales, a division of Macy’s, Inc. (formerly Federated Department Stores, Inc.). She currently serves on the board of directors of two additional publicly traded companies, including Vince Holding Corp., a global luxury apparel and accessories company, since April 2014, and Avolta AG (formerly, Dufry Group), a leading global travel experience player, since May 2021. Previously, she served as a director of ASOS pic, a global online fashion retailer, from April 2020 to January 2023, Bunzl plc, an international distribution company, from April 2011 to April 2020, and Hudson Group, a travel retailer, from Feb 2018 through December 2020 when it merged with its majority shareholder Dufry Group. She is a National Association of Corporate Directors (NACD) Leadership Fellow and frequent contributor to education programs for individuals beginning their journey of board service. She received a BS degree from University of Massachusetts and Doctor of Laws honoris causa from the University of Mount Saint Vincent for her philanthropic work with homeless women and children. Director Qualifications and Key Skills and Attributes Ms. Ulasewicz has extensive operating leadership experience in the global retail industry and the business of fashion. She also has extensive experience serving on the boards of global public companies and her expertise in branding, marketing, OmniChannel, global operations and general management provides valuable skills and insights to the Company. | | | | EUGENIA ULASEWICZ INDEPENDENT DIRECTOR Age: 71 Director Since: September 2013 | | | | | | Committees Corporate Citizenship & Sustainability Human Capital Management & Compensation | Public Directorships Vince Holding Corp. Avolta AG (FKA Dufry Group) | Former Directorships ASOS plc Bunzl plc Hudson Ltd. |

  21. DIRECTOR NOMINEES

    | | Principal Occupation and Experience Dontá Wilson has served as Chief Consumer and Small Business Banking Officer, member of the Executive Leadership Team and member of the Operating Council at Truist Financial Corporation, a publicly traded financial services company, since November 2023. He previously served as Chief Retail and Small Business Banking Officer from March 2022 to November 2023, Chief Digital and Client Experience Officer from 2018 to 2022 and was named Chief Client Experience Officer in 2016 when he was first appointed to Truist’s executive leadership team. In his current role, he leads more than 20,000 teammates in the retail, small business and premier segments at Truist, multiple virtual service centers, more than 1,900 community banking branches, and oversees core deposit and loan products, including mortgage, auto, credit card and national consumer lending businesses, as well as consumer capital markets, and consumer credit underwriting and approval. He also oversees enterprise marketing, client analytics, client experience strategy and digital banking, transformation and innovation, and serves on Truist’s Operating Council. He joined Truist’s predecessor in 1995 and has held various positions of increasing responsibilities. Prior to becoming Chief Client Experience Officer, he served as the Group/State President for Georgia from 2014 to 2016 and President for Alabama from 2009 to 2014. Mr. Wilson received an MBA from the University of Maryland and a bachelor’s in management from the University of North Carolina at Charlotte. He is also a graduate of Tuck Executive Program at the Tuck School of Business at Dartmouth and the Truist Banking School at Wake Forest University. Director Qualifications and Key Skills and Attributes With his proven track record of positively impacting growth, leading sales teams at scale, digital transformation, brand equity and culture across organizations, financial, marketing and data analytics expertise, and focus on delivering a distinctive client experience as a tech-savvy and strategic thinking executive, Mr. Wilson brings a unique and valuable perspective to the Board and Company. | | DONTÁ L. WILSON INDEPENDENT DIRECTOR Age: 48 Director Since: February 2021 | | | | 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 | 15 | 2025 PROXY STATEMENT |

  24. DIRECTOR NOMINEES

    Board of Directors and Corporate Governance

  25. Compensation Policies and Risk Taking

    | ◆ | The executive officer annual short-term and multi-year long-term incentive programs are both based in part on performance targets the Human Capital Management & Compensation Committee believes are closely tied to the creation of long-term shareholder value. These performance targets for executive officers are reviewed and approved by the Committee and set in advance, with above-target payouts reviewed to ensure a reasonable sharing of value created between management and shareholders. Performance achievement under the incentive plans is determined based on the Company’s financial results, which are audited by the Company’s independent registered public accounting firm before annual short-term incentive plan payments are made. See the Compensation Discussion and Analysis (“CDA”) of this Proxy Statement for more information on the performance metrics used for the Fiscal 2025 short-term and long-term incentive programs; |

  26. Compensation Policies and Risk Taking

    | ◆ | 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 100%, subject to performance achievement three years from the grant date. This approach addresses longer “tail” risks as participants remain subject to performance achievement risks associated with their ongoing and overlapping vesting cycles. Consistent with Fiscal 2024, in Fiscal 2025, the Committee utilized a three-year performance measurement period for the performance-based restricted stock unit awards; |

  27. Compensation Policies and Risk Taking

    | ◆ | 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. Compensation Policies and Risk Taking

    | ◆ | The Company seeks to maintain conservative equity utilization under share-based incentive plans; |

  29. Compensation Policies and Risk Taking

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

  30. Compensation Policies and Risk Taking

    | ◆ | 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. |

  31. Amendment to the Certificate of Designation applicable to the Company’s Preferred Shares and Transaction with Leonard Green

    | Independent Director Compensation Policy | Amount | | Annual Board Retainer(1) | $265,000 | | Additional Annual Retainer to Board Chair(2) | $235,000 | | Additional Annual Retainer to Committee Chairs(3) | | | 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 |

  32. Amendment to the Certificate of Designation applicable to the Company’s Preferred Shares and Transaction with Leonard Green

    | (1) Retainer is split into a cash amount of $105,000 paid in equal quarterly installments and $160,000 in RSUs granted on the date of the annual general meeting of shareholders with one-year cliff vesting from the date of grant. |

  33. Amendment to the Certificate of Designation applicable to the Company’s Preferred Shares and Transaction with Leonard Green

    | (2) Retainer is split into a cash amount of $95,000 paid in equal quarterly installments and $140,000 in RSUs granted on the date of the annual general meeting of shareholders with one-year cliff vesting from the date of grant. |

  34. Amendment to the Certificate of Designation applicable to the Company’s Preferred Shares and Transaction with Leonard Green

    | Independent Director | Fees earned or paid in cash | Stock awards(1) | Total | | Helen McCluskey(2) | $153,028 | $274,327 | $428,755 | | André V. Branch | $105,000 | $147,001 | $252,001 | | Sandra B. Cochran(3) | $88,375 | $196,653 | $285,028 | | R. Mark Graf | $125,000 | $147,001 | $272,001 | | Zackery Hicks | $125,000 | $147,001 | $272,001 | | Sharon L. McCollam | $135,000 | $147,001 | $282,001 | | Nancy A. Reardon | $130,000 | $147,001 | $277,001 | | Jonathan Seiffer(4) | $105,000 | $147,001 | $252,001 | | Brian Tilzer | $125,000 | $147,001 | $272,001 | | Eugenia Ulasewicz | $105,000 | $147,001 | $252,001 | | Dontá L. Wilson | $105,000 | $147,001 | $252,001 | | H. Todd Stitzer(2) | $128,556 | — | $128,556 |

  35. Amendment to the Certificate of Designation applicable to the Company’s Preferred Shares and Transaction with Leonard Green

    | (1) In accordance with FASB ASC Topic 718, the amounts calculated are based on the aggregate grant date fair value of the awards. The annual equity award was made in RSUs with one-year cliff vesting from the date of grant and were granted on June 28, 2024 to all independent Directors who were appointed to the Board at the 2024 annual meeting of shareholders. At the time her appointment on February 27, 2024, Ms. Cochran received a pro-rated equity grant of RSUs with one-year cliff vesting from the date of grant for her prospective services from the date of appointment through the 2024 annual meeting of shareholders. No equity awards were granted to Mr. Stitzer during Fiscal 2025, since he no longer served on the Board at the time of the annual grant. Equity awards granted to Ms. Cochran on February 27, 2024 and equity awards granted on June 28, 2024 had a grant date fair value of $106.55 per RSU and $89.13 per RSU, respectively. |

  36. 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 Human Capital Management & Compensation Committee after consultation with the Governance & Technology 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. In connection with the Board Chair transition from Mr. Stitzer to Ms. McCluskey during Fiscal 2025, upon the recommendation of the Human Capital Management & Compensation Committee and Governance & Technology Committee, the Board approved updates to Board Chair compensation to be effective upon the Chair transition immediately following the 2024 annual meeting of shareholders on June 28, 2024. Namely, the Board approved maintaining the current total amount of Board Chair compensation of $500,000, with a rebalanced split between cash (40%) and equity (60%) to align more closely with the other independent Directors, and re-structured the Board Chair retainer to provide for a standard independent Director retainer plus an additional Chair premium retainer of $235,000 split between cash ($95,000) and RSUs ($140,000), resulting in $200,000 of total cash compensation and $300,000 of total equity compensation to the Board Chair. There were no other changes to the retainer fees applicable to the independent Directors or Committee chairs during Fiscal 2025.

  37. BOARD OVERSIGHT OF SUSTAINABILITY

    | TRANING AND DEVELOPMENT | | Our people and culture are essential ingredients to achieving long-term success. In Fiscal 2025, Signet continued our efforts to connect our team members with resources that support their individual development and enable them to foster an inclusive environment for all. Our Enterprise Mentoring Program, which is open to all team members, empowers personal and career growth through impactful connections and consistent Executive Team engagement. Signet’s leadership development and training strategy has three components: ◆ Leadership and Culture; ◆ Functional skills; and ◆ Industry and Jewelry Expertise. In Fiscal 2025, Signet continued its innovative retail team member training program, Week One Experience, a 40-hour training for all full-time team members across our Kay, Zales, Jared, and Peoples brands, which comprise the largest share of revenue and store locations. This program immerses new team members in Signet’s culture, leadership approach and performance expectations, while also providing essential, foundational knowledge of the jewelry industry. |

  38. EXECUTIVE SUMMARY

    These results did not clear the challenging thresholds under our Fiscal 2025 short-term annual incentive plan (“STIP”) for a corporate payout based on Comparable Sales, Market Share or for Adjusted Operating Income. As a result, the corporate STIP for Fiscal 2025 did not result in a payout. The Fiscal 2023-2025 LTIP awards covered a two-year performance measurement period from Fiscal 2023-2024 and achieved a combined payout of 50.29% of target. While the total Revenue growth did not achieve the threshold performance level, we achieved 100.57% of the performance target for Free Cash Flow(1) (see further definition of metrics below). The Fiscal 2023-2025 LTIP achievement was approved in March 2024 and the one-year additional vesting required was completed in March 2025.

  39. 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, comparable 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 NEO’s 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. |

  40. 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, and for Brand leaders also incorporate Brand achievement. | Cash awards depend on the degree of achievement against challenging 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 challenging Company financial goals over a 2-year performance period for Fiscal 2023-2025 PSUs and a 3-year performance period for grants made Fiscal 2024 and later. |

  41. Total Direct Compensation

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

  42. Summary of Target Compensation for our Chief Executive Officer in Fiscal 2025

    | | Fiscal 2025 Target | | Base Salary | $1,400,000 | | Annualized STIP Bonus | $2,380,000 | | Total Annual Cash | $3,780,000 | | Total Long-Term Equity | $7,000,000 | | Total Compensation | $10,780,000 |

  43. Summary of Target Compensation for our Chief Executive Officer in Fiscal 2025

    In addition, in order to make Mr. Symancyk whole for certain forfeited compensation from his prior role, upon hire Mr. Symancyk received: (a) a signing bonus of $1,500,000, which the Company will recoup if Mr. Symancyk resigns other than for good reason or is terminated for cause within twelve months; and (b) an initial LTIP award of RSUs with a grant date value of $3,500,000, which will vest ratably over three years subject to continued employment or will vest in full upon a termination without cause or a resignation for good reason.

  44. 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 compliant with applicable listing standards for executive officers and allows for recoupment in all incentive plans | | | ◆ 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 | |

  45. 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 | |

  46. OUR COMMITMENT TO PAY FOR PERFORMANCE

    | | Fiscal 2025 Annual Incentive (STIP) | | | | Name | Corporate | Brands | Payout % Range | | J.K. Symancyk | 100% | 0% | 0%–200% | | Virginia C. Drosos | 100% | 0% | 0%–200% | | Joan M. Hilson | 75% | 25% | 0%–200% | | Jamie L. Singleton | 50% | 50% | 0%–200% | | Rebecca Wooters | 100% | 0% | 0%–200% | | Oded Edelman | 50% | 50% | 0%–200% |

  47. OUR COMMITMENT TO PAY FOR PERFORMANCE

    | ◆ | PSUs granted under the LTIP align long-term incentives with corporate-wide performance. The Fiscal 2023-2025 PSUs had a two-year performance period which was established during COVID, based on uncertainties in the market that made goal setting over 3-years more challenging. The Fiscal 2024 and later grants include a return to a more standard 3-year performance period for all participants. |

  48. 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 following the performance measurement cycle beginning date or the grant date). |

  49. OUR COMMITMENT TO PAY FOR PERFORMANCE

    | ◆ | The Fiscal 2025 PSU grant utilized metrics of 50% Free Cash Flow and 50% Revenue, each measured over three years (Fiscal 2025 through Fiscal 2027) for vesting of these awards. The Fiscal 2024 grant also had a three-year performance period and vesting service period Fiscal 2024 through Fiscal 2026. |

  50. 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% (for Fiscal 2023 and earlier grants) to 50% (for grants made in Fiscal 2024 and later) of target at threshold performance and a payout of 200% of target at maximum performance. |

  51. 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; |

  52. 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; |

  53. 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; |

  54. 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 |

  55. 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:

  56. Role of Compensation Consultants

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

  57. Role of Compensation Consultants

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

  58. Role of Compensation Consultants

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

  59. Role of Compensation Consultants

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

  60. Role of Compensation Consultants

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

  61. Role of Compensation Consultants

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

  62. Role of Compensation Consultants

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

  63. 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.

  64. 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 2025 peer group companies had the following characteristics:

  65. COMPETITIVE BENCHMARKING ANALYSIS

    | ◆ | U.S.-based, publicly traded companies; |

  66. COMPETITIVE BENCHMARKING ANALYSIS

    | ◆ | Vertically integrated apparel/accessories retailers, department stores and other specialty retailers and apparel/accessories companies that distribute primarily through wholesale channels; and |

  67. COMPETITIVE BENCHMARKING ANALYSIS

    | ◆ | Revenue approximating Signet’s, generally ranging from 0.5–2.5x the Company’s revenue. |

  68. COMPETITIVE BENCHMARKING ANALYSIS

    | ◆ | The peer group was last changed for Fiscal 2023 and remains reasonably balanced in terms of size and mix of businesses. |

  69. COMPETITIVE BENCHMARKING ANALYSIS

    For Fiscal 2025 the Committee approved the group consisting of the following 15 companies:

  70. 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. |

  71. 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.

  72. COMPETITIVE BENCHMARKING ANALYSIS

    | Measure | Signet | Peer Minimum | Peer Maximum | Peer Median | Peer Average | | Revenue (in billions) | $6.7 | $4.6 | $15.1 | $7.4 | $8.1 | | Market Capitalization (in billions) | $2.6 | $1.9 | $25.6 | $6.3 | $9.7 |

  73. COMPETITIVE BENCHMARKING ANALYSIS

    The peer group was the primary source of market data for the purposes of executive compensation benchmarking for Mr. Symancyk, Mss. 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 2025 was within a competitive range of the market median following the base salary and long-term incentive increases described below.

  74. Base Salary

    | ◆ | After a holistic evaluation of competitive positioning and other internal factors the Committee determined to increase Ms. Singleton’s salary from $885,000 to $890,000 (0.6%). No other increase to base salary were made for Fiscal 2025. |

  75. Annual Bonus under the Short-Term Incentive Plan (STIP)

    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 brand-specific performance for our NEOs in brand leadership roles, such as Ms. Hilson, 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 threshold (25%), target (100%) and maximum (200%) bonus payout opportunities each year. Historically, no payments are made for performance that falls below threshold performance.

  76. Fiscal 2025 STIP

    Fiscal 2025 STIP For the Fiscal 2025 STIP:

  77. Fiscal 2025 STIP

    | ◆ | We continued with a full fiscal year performance cycle and maintained the three key performance metrics and weighting from Fiscal 2024, Comparable Sales (20% weighting), Adjusted Operating Income (50% weighting) and Market Share growth (30% weighting). We believe these metrics are understood by team members and focus on driving profitable growth. |

  78. Fiscal 2025 STIP

    | ◆ | Market share growth was added as a metric in Fiscal 2023 since this was a key strategic priority of the Company’s prior Inspiring Brilliance strategy. The weighting for market share growth remained 30% for Fiscal 2025. |

  79. Fiscal 2025 STIP

    | ◆ | The Committee maintained the 25% threshold and 200% maximum payouts that were in place in Fiscal 2024. |

  80. Fiscal 2025 STIP

    For all NEOs, other than Ms. Hilson, Ms. Singleton and Mr. Edelman, the Fiscal 2025 STIP award opportunities were based 100% on the achievement of corporate-wide performance targets. As the Chief Operating and Financial Officer, also responsible for the P&L for Services, Ms. Hilson’s STIP is weighted 75% Corporate and 25% Services. As the Group President and Chief Consumer Officer, Ms. Singleton’s Fiscal 2025 STIP award opportunity was based 50% on the corporate-wide performance targets noted above and 50% on Kay, Zales, Peoples and Banter by Piercing Pagoda (“KZPB”) brand-specific performance targets. As Chief Digital Innovation Officer and President, Digital Banners, Mr. Edelman’s Fiscal 2025 STIP award opportunity was based 50% on corporate-wide performance targets noted above and 50% on Digital Brands’ specific performance targets. The Committee incorporated the brand-specific metrics into Ms. Hilson’s, Ms. Singleton’s and Mr. Edelman’s Fiscal 2025 STIP award opportunity to incentivize sales growth and profitability at the brand levels and harmonize each such brand’s financial goals with those of Signet as a whole. The following charts show the relative weighting of each metric used to determine the NEO’s STIP opportunity for Fiscal 2025.

  81. Fiscal 2025 STIP

    | SIGNET JEWELERS | 50 | 2025 PROXY STATEMENT |

  82. Fiscal 2025 STIP Target

    Fiscal 2025 STIP Target Fiscal 2025 target and potential maximum STIP bonuses as a percentage of salary were as set out below. The bonus target for Mr. Symancyk was pro-rated based on his date of hire, November 4, 2024. The Fiscal 2025 STIP targets for the remaining NEOs remained the same as Fiscal 2024.

  83. Fiscal 2025 STIP Target

    | NEO | Target STIP Bonus as a Percentage of Base Salary | Maximum STIP Bonus as a Percentage of Base Salary | | J.K. Symancyk | 170% | 340% | | Virginia C. Drosos | 170% | 340% | | Joan M. Hilson | 125% | 250% | | Jamie L. Singleton | 125% | 250% | | Rebecca Wooters | 75% | 150% | | Oded Edelman | 75% | 150% |

  84. Fiscal 2025 STIP Target

    | SIGNET JEWELERS | 51 | 2025 PROXY STATEMENT |

  85. Fiscal 2025 STIP Target

    Performance must exceed threshold performance to earn a STIP bonus payout. At threshold performance, a 25% payout is earned and below threshold performance levels, no bonus is paid to executives. Performance in excess of the threshold up to the target is paid on a linear basis from 25% to 100% of the target bonus for Fiscal 2025. 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 2025. The weighting, threshold, target, maximum and actual payouts for the corporate-wide performance metrics for Fiscal 2025 STIP were as follows:

  86. Fiscal 2025 STIP Target

    | Corporate-Wide Performance Metrics | Weighting | Threshold | Target | Max | Actual Achievement | Payout as % of Target | | Fiscal 2025—Comparable Sales %* | 20% | (2.5%) | 3.0% | 8.6% | (3.4%) | 0.0% | | Fiscal 2025—Market Share %** | 30% | 8.95% | 9.45% | 9.95% | 8.56% | 0.0% | | Fiscal 2025—Adjusted Operating Income (in $M)*** | 50% | $630 | $716 | $802 | $498 | 0.0% |

  87. Fiscal 2025 STIP Target

    | * Comparable sales include physical store and e-commerce sales. |

  88. Fiscal 2025 STIP Target

    | ** Signet’s share of the US jewelry and watch market, which was estimated based on industry and transaction data from MasterCard SpendingPulse and Circana. |

  89. Fiscal 2025 STIP Target

    | *** Adjusted Operating Income is a non-GAAP measure, calculated as consolidated operating income, adjusted to exclude $387.4M for goodwill and intangible asset impairment charges, restructuring and related charges, and leadership transition costs. |

  90. Fiscal 2025 STIP Target

    Signet’s corporate-wide performance during Fiscal 2025 was below the threshold performance level resulting in a 0% payout. Performance for Kay, Zales, and Digital Brands were also below threshold. The Peoples, Banter by Piercing Pagoda, and Jewelry Services brand achievement resulted in payments for Ms. Hilson at a Weighted Brand Achievement of 8.02% or $89,250 and for Ms. Singleton at a Brand Achievement of 2.47% or $27,446. The Committee approved the actual performance achieved and approved the payouts for Mss. Hilson and Singleton, noted below, and the corporate STIP achievement of 0% resulting in no annual bonus payout for Messrs. Symancyk and Edelman and Mss. Drosos and Wooters.

  91. Fiscal 2025 STIP Target

    | NEO | Total STIP Bonus Earned for Fiscal 2025 | | J.K. Symancyk | $— | | Virginia C. Drosos | $— | | Joan M. Hilson | $89,250 | | Jamie L. Singleton | $27,446 | | Rebecca Wooters | $— | | Oded Edelman | $— |

  92. 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 and talent, ensure appropriate 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.

  93. Fiscal 2025 LTIP Grants

    Fiscal 2025 LTIP Grants Fiscal 2025 LTIP grants were issued under the Omnibus Plan in March 2024 in a mix of 60% PSUs and 40% RSUs which was the same as Fiscal 2024.

  94. Fiscal 2025 LTIP Grants

    | ◆ | Ms. Drosos’s target LTIP award value remained 600% of her base salary and maintained her pay within a competitive range of the market median. |

  95. Fiscal 2025 LTIP Grants

    | SIGNET JEWELERS | 52 | 2025 PROXY STATEMENT |

  96. Fiscal 2025 LTIP Grants

    | ◆ | Ms. Hilson’s target LTIP award was increased from 250% to 270% based on her strong leadership, importance in the succession plan and expanded responsibilities. |

  97. Fiscal 2025 LTIP Grants

    | ◆ | Ms. Singleton’s target LTIP award was increased from 250% to 270% based on her strong progress on “leading leaders,” personnel changes, restructuring and the critical role she played in the succession plan. |

  98. Fiscal 2025 LTIP Grants

    | ◆ | Ms. Wooters’s target LTIP award was increased from 150% to 165% of her base salary to reward the continued advancements in our digital capabilities and her critical role in the succession plan. |

  99. Fiscal 2025 LTIP Grants

    | ◆ | Mr. Edelman’s target LTIP award value remained 150% of his base salary to maintain his competitive market pay positioning. |

  100. Fiscal 2025 LTIP Grants

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

  101. Fiscal 2025 LTIP Grants

    | NEO* | Target FY25 LTIP Award | | Virginia Drosos | 600% of Base Salary | | Joan M. Hilson | 270% of Base Salary | | Jamie L. Singleton | 270% of Base Salary | | Rebecca Wooters | 165% of Base Salary | | Oded Edelman | 150% of Base Salary |

  102. Fiscal 2025 LTIP Grants

    | * Mr. Symancyk was not part of the March 2024, FY25 LTIP grant process, based on his appointment date of November 4, 2024 |

  103. Fiscal 2025 LTIP Grants

    The number of PSUs and RSUs granted to NEOs in March 2024 for the Fiscal 2025 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 26, 2024, based on a stock price of $97.54.

  104. Fiscal 2025–2027 RSUs

    Fiscal 2025–2027 RSUs One third of the RSUs granted under the Fiscal 2025–2027 LTIP vest on each of the first, second, and third anniversary of the grant date subject to continued service with the Company.

  105. Fiscal 2025–2027 PSUs

    Fiscal 2025–2027 PSUs The PSUs granted under the Fiscal 2025-2027 LTIP maintained a 3-year cumulative performance measurement period and vesting period, consistent with the Fiscal 2024-2026 LTIP grants. The performance metrics for the Fiscal 2025-2027 PSUs were weighted 50% on Free Cash Flow and 50% on Revenue, similar to the Fiscal 2024-2026 PSUs, 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 capital expenditures. 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.

  106. LTIP Performance Targets

    LTIP Performance Targets

  107. LTIP Performance Targets

    | SIGNET JEWELERS | 53 | 2025 PROXY STATEMENT |

  108. LTIP Performance Targets

    The Fiscal 2025-2027 PSUs will be earned based on the three-year cumulative achievement for Free Cash Flow and Revenue. The payout at threshold was maintained at 50%, consistent with market practice within the peer group. The levels of payout are 50% (minimum) payout upon achievement at threshold levels of target performance, 100% upon achievement at target levels of performance and 200% upon achievement of the maximum levels of target performance (or on a linear basis between threshold and target or target and maximum levels) following completion of a three-year service period. Fiscal 2025–2027 PSU Achievement Schedule

  109. LTIP Performance Targets

    | Performance Measure | Weighting | Threshold (Pays 50% of Target Award) | Target (Pays 100% of Target Award) | Maximum (Pays 200% of Target Award) | | 3-Year Cumulative Revenue | 50% | 94% of target performance | 100% | 105% of target performance | | 3-Year Cumulative Free Cash Flow | 50% | 88% of target performance | 100% | 112% of target performance |

  110. LTIP Performance Targets

    The performance targets and actual performance as measured against the targets will be disclosed at the end of the three-year performance period. Determinations Related to Vesting of Previously Granted Performance-Based LTIP Awards In March 2024, the Committee certified performance results for the two-year performance period ended February 3, 2024, for the Fiscal 2023–2025 PSUs. These awards vested on the third anniversary of the grant date on March 18, 2025. These awards were weighted based on 50% Revenue and 50% on Free Cash Flow. The Free Cash Flow amounts used to determine the payouts were adjusted to exclude $201 million of non-recurring legacy litigation settlements paid in Fiscal 2024 as these settlements were not factored into the established targets and therefore were excluded. The performance for these measures under the Fiscal 2023–2025 PSUs is shown below. Because Revenue for this performance period was below threshold, none of the PSUs attributable to this metric vested. However, Free Cash Flow (as adjusted above) exceeded threshold at 100.57% of target performance. Therefore, after weighting the two performance results, 50.29% of the total target award, vested March 18, 2025, the third anniversary of the grant date.

  111. 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 | Share Award Vesting (as a Percentage of Target Award) | | Revenue (in millions) | 50% | $16,345 | $17,155 | $18,125 | $15,013 | 0% | | Free Cash Flow(1) (in millions) | 50% | $1,070 | $1,280 | $1,455 | $1,281 | 100.57% |

  112. LTIP Performance Targets

    | (1) See discussion of adjustment to Free Cash Flow above. |

  113. LTIP Performance Targets

    CEO New Hire Grant Mr. Symancyk received a grant of time-based RSUs with a grant date value of approximately $3,500,000 upon hire since he was not appointed as CEO at the time of the Fiscal 2025 annual grant and in order to make him whole for certain forfeited compensation from his prior role. This award vests ratably over a three-year period from the grant date or will vest in full upon a termination without cause or resignation for good reason. Mr. Symancyk’ s offer included consideration for a long-term award having a grant date value of approximately $7,000,000 for Fiscal 2026, which was approved by the Committee in February 2025. Executive Retention Awards To incentivize the retention of our key executives during the leadership transition period, the Committee granted special retention RSU awards to Mss. Hilson, Singleton, and Wooters effective as of October 1, 2024. The retention awards had a grant date value that was approximately equal to each recipient’s Fiscal 2025 target LTIP award, or $2,500,000 for Ms. Hilson, $2,500,000 for Ms. Singleton, and $1,100,000 for Ms. Wooters. The retention awards provided for vesting in full on the six-month anniversary of the grant date, in the case of Ms. Hilson and

  114. LTIP Performance Targets

    | SIGNET JEWELERS | 54 | 2025 PROXY STATEMENT |

  115. LTIP Performance Targets

    Ms. Singleton, or nine-month anniversary of the grant date, in the case of Ms. Wooters, subject to the applicable recipient’s continued employment in good standing on such vesting date. The award would have forfeited without vesting if the recipient failed to be in good standing or was terminated for cause prior to the vesting date and provided for vesting in full if the recipient was terminated without cause prior to the applicable vesting date.

  116. Timing of Equity Awards

    Timing of Equity Awards The LTIP permits the granting of a variety of equity awards, including stock options. The Company has a long-standing practice whereby equity awards are generally granted to eligible employees, including executive officers, during an open trading window following the issuance of the Company’s annual earnings release. The Human Capital Management & Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity awards, including stock options. Furthermore, the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During Fiscal 2025, no stock options were granted to any of our named executive officers during the period beginning four business days before and ending one business day after the filing or furnishing of any Form 10-Q, Form 10-K or Form 8-K that disclosed material nonpublic information.

  117. Termination for Cause and Violation of Non-Compete and Non-Solicitation Covenants

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

  118. Termination for Cause and Violation of Non-Compete and Non-Solicitation Covenants

    | ◆ | 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. |

  119. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth the compensation during Fiscal 2025, Fiscal 2024 and Fiscal 2023, as appropriate or earned by NEOs.

  120. SUMMARY COMPENSATION TABLE

    | NEO & Position | Fiscal Year | Salary(1)(2) | Bonus(3) | Stock Awards(4)(5) | Non-Equity Incentive Plan Compensation(6) | All Other Compensation(7) | Total | | J.K. Symancyk Chief Executive Officer | 2025 | $350,000 | $1,500,000 | $3,402,449 | $— | $87,383 | $5,339,832 | | Virginia C. Drosos Former Chief Executive Officer | 2025 | $1,500,000 | $— | $8,725,785 | $— | $48,471 | $10,274,256 | | | 2024 | $1,500,000 | $— | $7,514,588 | $— | $29,281 | $9,043,869 | | | 2023 | $1,500,000 | $— | $8,908,930 | $453,600 | $166,624 | $11,029,154 | | Joan M. Hilson Chief Operating and Financial Officer | 2025 | $890,000 | $— | $4,939,137 | $89,250 | $47,828 | $5,966,215 | | | 2024 | $887,981 | $— | $1,857,739 | $— | $31,726 | $2,777,446 | | | 2023 | $872,115 | $— | $2,168,299 | $188,249 | $31,497 | $3,260,160 | | Jamie L. Singleton Former Group President, Chief Consumer Officer | 2025 | $888,750 | $— | $4,939,137 | $27,446 | $40,074 | $5,895,407 | | | 2024 | $881,635 | $— | $1,847,262 | $— | $11,484 | $2,740,381 | | | 2023 | $855,962 | $— | $2,131,739 | $184,779 | $27,329 | $3,199,809 | | Rebecca Wooters Former Chief Digital Officer | 2025 | $670,000 | $— | $2,216,206 | $— | $41,574 | $2,927,780 | | | 2024 | $670,000 | $— | $839,059 | $— | $36,938 | $1,545,997 | | | 2023 | $667,692 | $— | $920,935 | $100,955 | $39,921 | $1,729,503 | | Oded Edelman(8)(9) Former Chief Digital Innovation Officer and President, Digital Banners | 2025 | $615,000 | — | $1,179,606 | $— | $144,384 | $1,938,990 | | | 2024 | $613,302 | $— | $770,202 | $— | $113,633 | $1,497,137 | | | 2023 | $573,523 | $— | $824,654 | $90,284 | $121,107 | $1,609,568 |

  121. SUMMARY COMPENSATION TABLE

    | (1) The amounts reflected in the table above represent actual salary earned during Fiscal 2023, 2024 and 2025. |

  122. SUMMARY COMPENSATION TABLE

    | (2) Ms. Singleton received a salary increase effective March 24, 2024. For additional details, see “CDA Elements of NEO Compensation Base Salary” above. |

  123. SUMMARY COMPENSATION TABLE

    | (3) Mr. Symancyk received a $1,500,000 signing bonus in connection with his appointment as Chief Executive Officer and as a member of the Board in order to make him whole for certain forfeited compensation from his prior employer. |

  124. SUMMARY COMPENSATION TABLE

    | (4) In accordance with FASB Topic 718, the amounts calculated are based on the aggregate grant date fair market value of the RSUs and PSUs. For information on the valuation assumptions, refer to note 24 of Item 8 in Signet’s Annual Report on Form 10-K for Fiscal 2025. The amounts in the table above reflect the total value of the PSUs at the target (or 100%) level of performance achievement. The amounts in the table below immediately following these footnotes also reflect the potential maximum value for such PSU grants. |

  125. SUMMARY COMPENSATION TABLE

    | (5) For additional details regarding the annual LTIP grants made during Fiscal 2025, including changes in annual targets, see “CDA—Elements of NEO Compensation—Long-Term Incentive Plan (LTIP)—Fiscal 2025 LTIP Grants” above and “Executive Compensation Tables—Grants of Plan-Based Awards” below. |

  126. SUMMARY COMPENSATION TABLE

    | (6) The amounts in the table above reflect the actual STIP awards earned for Fiscal 2025 at a 0% earned achievement level for corporate performance and blended achievement level of approximately 8.02% for Ms. Hilson and blended achievement level of approximately 2.47% for Ms. Singleton based on corporate and business unit achievement as described in the “CDA—Elements of NEO Compensation—Annual Bonus under the Short-Term Incentive Plan (STIP)” section above. |

  127. SUMMARY COMPENSATION TABLE

    | SIGNET JEWELERS | 61 | 2025 PROXY STATEMENT |

  128. SUMMARY COMPENSATION TABLE

    | (7) The table below provides the incremental Fiscal 2025 cost to the Company for each of the elements included in the “All Other Compensation” column above. |

  129. SUMMARY COMPENSATION TABLE

    | NEO | 401(k) Matching Contribution(a) | DCP Matching Contribution(a) | Reimbursements Related to Executive Benefits(b) | Life and Disability Insurance Premiums | Relocation Assistance(c) | Perquisites(d) | Total | | J.K. Symancyk | $— | $4,308 | $— | $616 | $82,459 | $— | $87,383 | | Virginia C. Drosos(e) | $10,637 | $— | $16,350 | $11,484 | $— | $10,000 | $48,471 | | Joan M. Hilson | $11,377 | $2,738 | $15,000 | $18,713 | $— | $— | $47,828 | | Jamie L. Singleton | $11,390 | $— | $17,200 | $11,484 | $— | $— | $40,074 | | Rebecca Wooters | $6,901 | $23,450 | $7,663 | $3,560 | $— | $— | $41,574 | | Oded Edelman | $— | $— | $— | $— | $— | $144,384 | $144,384 |

  130. SUMMARY COMPENSATION TABLE

    | (a) Under the 401(k), participating NEOs are eligible to receive a match from the Company up to a maximum of 3% and under the DCP, participating NEOs are eligible to receive a match from the Company up to a maximum of 4% of such NEO’s base salary and/or cash bonus. Mss. Hilson and Singleton will receive a match from the Company with respect to cash bonuses earned from Fiscal 2025 STIP awards. The matches received on Fiscal 2025 STIP awards will be included in next year’s Proxy. For additional details, see “CDA—Retirement and Deferred Compensation” section above. |

  131. SUMMARY COMPENSATION TABLE

    | (b) Executive benefits include reimbursements for physical exams and financial planning and tax preparation services. |

  132. SUMMARY COMPENSATION TABLE

    | (c) Amount reported for Mr. Symancyk includes $4,524 in relocation expenses and $2,935 of tax gross-up for relocation expenses. He also received a supplemental relocation payment of $75,000 which was not grossed-up for taxes. |

  133. SUMMARY COMPENSATION TABLE

    | (d) Amount reported for Mr. Edelman includes certain Israeli benefits, including: (i) employer contributions made by the Company in Fiscal 2025 to Mr. Edelman’s pension fund ($9,534), education fund ($3,243), severance fund ($9,518) in satisfaction of certain Israeli statutory requirements; (ii) aggregate payments of approximately $117,417 in Fiscal 2025 that Mr. Edelman elected to receive in cash in lieu of having the Company make supplemental deposits (in excess of satisfying the Israeli statutory requirements) to his pension, education and severance funds (such cash payments were taxable to Mr. Edelman); and (iii) other miscellaneous expenses ($4,672). |

  134. SUMMARY COMPENSATION TABLE

    | (e) Ms. Drosos received a retirement gift valued at $10,000 which was reported as taxable income. |

  135. SUMMARY COMPENSATION TABLE

    | (8) Mr. Edelman entered into a Transition and Separation Agreement with the Company on October 20, 2024, which modified the terms of his outstanding equity awards to provide for continued vesting following his departure from the Company (which occurred as of February 1, 2025), subject to the achievement of any performance conditions other than continued employment. The amount disclosed in the Stock Awards column for Fiscal 2025 represents the ASC 718 value (1) at the time of grant for awards received by Mr. Edelman in Fiscal 2025 ($894,348) and (2) the incremental value of all awards held by Mr. Edelman at the time of modification as a result of the modification ($285,258), which included $17,002 from awards granted in March 2024, $132,786 from awards granted in March 2023, and $135,469 from awards granted in March 2022. |

  136. SUMMARY COMPENSATION TABLE

    | (9) In Fiscal 2025, Mr. Edelman’s primary work location was in Israel and the salary was paid in New Israeli Shekels (NIS) on a monthly basis, similar to other Israeli team members. Mr. Edelman’s non-equity compensation was also paid in NIS. These amounts were converted to USD based on a conversion rate of $0.2752 to 1 NIS (the monthly average conversion rate in January 2025). |

  137. SUMMARY COMPENSATION TABLE

    The table below provides the potential value of Fiscal 2025 PSUs at target (as reported in the Summary Compensation Table above) and maximum level of performance.

  138. SUMMARY COMPENSATION TABLE

    | NEO | Potential Value at Target Level | Potential Value at Maximum Level | | J.K. Symancyk | $— | $— | | Virginia C. Drosos | $5,235,490 | $10,470,980 | | Joan M. Hilson | $1,397,839 | $2,795,678 | | Jamie L. Singleton | $1,397,839 | $2,795,678 | | Rebecca Wooters | $643,076 | $1,286,152 | | Oded Edelman | $536,590 | $1,073,180 |

  139. SUMMARY COMPENSATION TABLE

    | SIGNET JEWELERS | 62 | 2025 PROXY STATEMENT |

  140. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS Set forth below is information concerning grants of plan-based awards made during Fiscal 2025 under the Omnibus Plan.

  141. 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 | | | | J.K. Symancyk(1) | | $147,115 | $588,462 | $1,176,923 | | | | | | | (5) | December 2, 2024 | | | | | | | 35,710 | $3,402,449 | | Virginia C. Drosos(1) | | $637,500 | $2,550,000 | $5,100,000 | | | | | | | (2) | March 26, 2024 | | | | 27,681 | 55,361 | 110,722 | | $5,235,490 | | (3) | March 26, 2024 | | | | | | | 36,907 | $3,490,295 | | Joan M. Hilson(1) | | $278,125 | $1,112,500 | $2,225,000 | | | | | | | (2) | March 26, 2024 | | | | 7,391 | 14,781 | 29,562 | | $1,397,839 | | (3) | March 26, 2024 | | | | | | | 9,854 | $931,893 | | (4) | October 1, 2024 | | | | | | | 27,642 | $2,609,405 | | Jamie L. Singleton(1) | | $278,125 | $1,112,500 | $2,225,000 | | | | | | | (2) | March 26, 2024 | | | | 7,391 | 14,781 | 29,562 | | $1,397,839 | | (3) | March 26, 2024 | | | | | | | 9,854 | $931,893 | | (4) | October 1, 2024 | | | | | | | 27,642 | $2,609,405 | | Rebecca Wooters(1) | | $125,625 | $502,500 | $1,005,000 | | | | | | | (2) | March 26, 2024 | | | | 3,400 | 6,800 | 13,600 | | $643,076 | | (3) | March 26, 2024 | | | | | | | 4,533 | $428,686 | | (4) | October 1, 2024 | | | | | | | 12,162 | $1,144,444 | | Oded Edelman(1) | | $115,313 | $461,250 | $922,500 | | | | | | | (2) | March 26, 2024 | | | | 2,837 | 5,674 | 11,348 | | $536,590 | | (3) | March 26, 2024 | | | | | | | 3,783 | $357,758 | | (9) | October 20, 2024 | | | | 6,653 | 13,305 | 26,610 | 12,102 | $285,258 |

  142. GRANTS OF PLAN-BASED AWARDS

    | (1) Represents bonus opportunities under the Fiscal 2025 STIP. The threshold, target and maximum bonus levels, respectively, for Fiscal 2025 expressed as a percentage of base salary were 42.5%, 170% and 340% for My. Symancyk and Ms. Drosos; 31.25%, 125% and 250% for Ms. Hilson and Ms. Singleton; and 18.75%, 75%, and 150% for Ms. Wooters and Mr. Edelman based on goals established by the Human Capital Management & Compensation Committee. Note that the bonus payouts set forth above for Mr. Symancyk have been prorated based on his November 4, 2024 start date. For a more detailed description of the Fiscal 2025 STIP, including a discussion of the Company’s performance with respect to goals and amounts awarded to the NEOs under the Fiscal 2025 STIP, see “CDA Elements of NEO Compensation Annual Bonus under the Short-Term Incentive Plan (STIP)” above. |

  143. 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. At the time of the grants, Ms. Drosos, Ms. Hilson and Ms. Singleton were eligible for the retirement treatment of PSUs since they were at least sixty (60) years old with at least five (5) years of service. If following the six-month anniversary of the grant date, upon the grantee’s retirement, the units will become fully vested on the third anniversary of the grant date, subject to actual performance and achievement. Accordingly, because Ms. Drosos retired following the six-month anniversary of this grant, her PSUs will remain eligible to vest in full, subject to actual performance and 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 three-year performance measurement period covering Fiscal 2025 through Fiscal 2027. The minimum payout if threshold performance is achieved is 50% of target and the maximum payout is 200% of target. The PSUs will be forfeited in the event the Company fails to achieve threshold performance. |

  144. GRANTS OF PLAN-BASED AWARDS

    | (3) Represents time-based RSUs granted under the Omnibus Plan. RSUs will vest at 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, Ms. Hilson and Ms. Singleton are eligible for the retirement treatment of RSUs since they were at least sixty (60) years old with at least five (5) years of service. If following the six-month anniversary of the grant date the grantee retires, the units shall continue to vest and become fully vested on the third anniversary of the grant date. Accordingly, Ms. Drosos’ RSUs will vest in accordance with the retirement treatment in connection with her retirement. These RSUs do not accrue dividends prior to vesting. |

  145. GRANTS OF PLAN-BASED AWARDS

    | (4) Represents special time-based RSU awards granted to Ms. Hilson, Ms. Singleton and Ms. Wooters on October 1, 2024, to incentivize their retention through the leadership transition. Each retention award had a grant date value that was approximately equivalent to such recipient’s annual LTIP target for Fiscal 2025. The retention awards for Ms. Hilson and Ms. Singleton vested on April 1, 2025. The retention award for Ms. Wooters vested on March 26, 2025, in connection with her departure from the Company. |

  146. GRANTS OF PLAN-BASED AWARDS

    | (5) Represents a special time-based RSU award granted to Mr. Symancyk on December 2, 2024, in connection with his appointment as Chief Executive Officer and as a member of the Board in order to make him whole for certain forfeited compensation from his prior employer. These RSUs will vest one-third per year on each of the first, second, and third anniversary of the grant date, subject to continued service. |

  147. GRANTS OF PLAN-BASED AWARDS

    | SIGNET JEWELERS | 63 | 2025 PROXY STATEMENT |

  148. GRANTS OF PLAN-BASED AWARDS

    | (6) Performance must exceed threshold level to earn any Fiscal 2025 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 2025 STIP, see “CDA Elements of NEO Compensation Annual Bonus under the Short-Term Incentive Plan (STIP) above. |

  149. 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, 50%, 100% and 200%, respectively, is paid to the NEOs. |

  150. 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. |

  151. GRANTS OF PLAN-BASED AWARDS

    | (9) On October 20, 2024, Mr. Edelman entered into a Transition and Separation Agreement with the Company modified the terms of his outstanding equity awards to provide for continued vesting following his departure from the Company (which occurred as of February 1, 2025), subject to the achievement of any performance conditions other than continued employment. The amounts reported in the “Estimated Future Payouts Under Equity Incentive Plan Awards” column above represent the aggregate threshold, target and maximum levels for PSUs granted in March 2023 and March 2024. The amount reported in the “All Other Stock Awards” column above represents the sum of: (i) the number of PSUs that will vest based on actual achievement from the PSU award granted in March 2022; and (ii) the RSU awards granted to Mr. Edelman in March 2022, March 2023 and March 2024. The amount reported in the “Grant Date Fair Value of Stock and Option Award” column above represents the incremental fair value of such outstanding equity awards at the time of modification as a result of such modification. |

  152. GRANTS OF PLAN-BASED AWARDS

    | SIGNET JEWELERS | 64 | 2025 PROXY STATEMENT |

  153. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025

  154. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025

    | | 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) | | J.K. Symancyk | | | | 35,710(3) | $2,115,103 | | | | Virginia C. Drosos | | | | 16,310(4) | $966,041 | 36,910(8) | $2,186,200 | | | | | | 33,090(5) | $1,959,921 | 74,451(9) | $4,409,733 | | | | | | 36,907(6) | $2,186,002 | 55,361(10) | $3,279,032 | | Joan M. Hilson | | | | 3,915(4) | $231,885 | 8,858(8) | $524,664 | | | | | | 8,180(5) | $484,501 | 18,406(9) | $1,090,187 | | | | | | 74(7) | $4,383 | 14,781(10) | $875,479 | | | | | | 9,854(6) | $583,652 | 166(12) | $9,830 | | | | | | 27,642(11) | $1,637,236 | | | | Jamie L. Singleton | 6,000(2) | $39.72 | July 1, 2025 | 3,848(4) | $227,917 | 8,707(8) | $515,698 | | | | | | 8,134(5) | $481,777 | 18,302(9) | $1,084,027 | | | | | | 74(7) | $4,383 | 14,781(10) | $875,479 | | | | | | 9,854(6) | $583,652 | 166(12) | $9,830 | | | | | | 27,642(11) | $1,637,236 | | | | Rebecca Wooters | | | | 1,686(4) | $99,862 | 3,816(8) | $225,992 | | | | | | 3,695(5) | $218,855 | 8,313(9) | $492,379 | | | | | | 4,533(5) | $268,490 | 6,800(10) | $402,764 | | | | | | 12,162(11) | $720,355 | | | | Oded Edelman | | | | 1,511(4) | $89,497 | 3,417(8) | $202,371 | | | | | | 3,392(5) | $200,908 | 7,631(9) | $451,984 | | | | | | 3,783(6) | $224,067 | 5,674(10) | $336,071 |

  155. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025

    | (1) Calculated using the closing market price of the Company’s Common Shares on January 31, 2025, the last business day of Fiscal 2025 ($59.23 per share). |

  156. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025

    | (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. Due to Ms. Singleton’s departure from the Company, these options will now expire on July 1, 2025. |

  157. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025

    | (3) The grant date for this RSU award was December 2, 2024. One third of this grant vests on each of the first, second and third anniversary of the grant date. As of February 1, 2025, the awards outstanding represent the amounts eligible for vesting on the first, second and third anniversary of the grant. |

  158. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025

    | (4) 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 February 1, 2025 the awards outstanding represent the amounts eligible for vesting on the third anniversary of the grant. |

  159. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025

    | (5) The grant date for this RSU award was March 17, 2023. One third of this grant vests on each of the first, second and third anniversary of the grant date. As of February 1, 2025 the awards outstanding represent the amounts eligible for vesting on the second and third anniversary of the grant. |

  160. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025

    | (6) The grant date for this RSU award was March 26, 2024. One third of this grant vests on each of the first, second and third anniversary of the grant date. As of February 1, 2025, the awards outstanding represent the amounts eligible for vesting on the first, second and third anniversary of the grant. |

  161. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025

    | (7) 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 February 1, 2025, the awards outstanding represent the amount eligible for vesting on the third anniversary of the grant. |

  162. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025

    | (8) The grant date for this PSU award was March 18, 2022. The Human Capital Management & Compensation Committee has determined the extent to which this grant may be earned after the two-year performance period, which ended on February 3, 2024. Performance associated with this award was determined to be above threshold but below target, and the award vested on March 18, 2025. Amount reported reflects payout at actual achievement of 50.29% for such grant. |

  163. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025

    | (9) The grant date for this PSU award was March 17, 2023. The Human Capital Management & Compensation Committee will determine the extent to which this grant may be earned after the three-year performance period, which ends on January 31, 2026, and the award will vest and payout on |

  164. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025

    | SIGNET JEWELERS | 65 | 2025 PROXY STATEMENT |

  165. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025

    | March 17, 2026. Performance associated with this award is currently expected to be at or slightly above threshold achievement, but below target. Amount reported reflects payout at target, which was 100% for such grant. |

  166. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025

    | (10) The grant date for this PSU award was March 26, 2024. The Human Capital Management & Compensation Committee will determine the extent to which this grant may be earned after the three-year performance period, which ends on January 30, 2027, and the award will vest and payout on March 26, 2027. Performance associated with this award is currently expected to be at or slightly above threshold achievement, but below target. Amount reported reflects payout at target, which was 100% for such grant. |

  167. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025

    | (11) The grant date for this special retention RSU award was October 1, 2024. As of February 1, 2025, the awards outstanding represent the amount eligible for vesting 6 or 9 months following the grant date. The awards for Ms. Hilson and Ms. Singleton each vested on April 1, 2025. The award for Ms. Wooters vested on March 26, 2025, in connection with her departure from the Company. |

  168. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025

    | (12) The grant date for this PSU award was September 14, 2022. The Human Capital Management & Compensation Committee has determined the extent to which this grant may be earned after the two-year performance period, which ended on February 3, 2024. Performance associated with this award was determined to be above threshold but below target, and the award vested on March 18, 2025. Amount reported reflects payout at actual achievement of 50.29% for such grant. |

  169. 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 2025.

  170. OPTION EXERCISES AND SHARES VESTED

    | | Stock Awards | | | NEO | Number of shares Acquired on vesting(1) | Value realized on vesting(2) | | J.K. Symancyk | — | — | | Virginia C. Drosos | 50,971 | $4,929,801 | | Joan M. Hilson | 12,697 | $1,226,201 | | Jamie L. Singleton | 12,472 | $1,204,972 | | Rebecca Wooters | 5,496 | $531,469 | | Oded Edelman | 4,940 | $477,978 |

  171. OPTION EXERCISES AND SHARES VESTED

    | (1) Represents the number of Common Shares acquired upon the vesting of RSUs during Fiscal 2025, inclusive of shares that were withheld for tax purposes upon vesting. |

  172. OPTION EXERCISES AND SHARES VESTED

    | (2) The value realized on vesting of RSUs 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. |

  173. 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 base salary and annual incentive compensation under the STIP. Although the DCP also permits additional employer discretionary contributions, the Company did not make any additional discretionary contribution in Fiscal 2025.

  174. 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) | | J.K. Symancyk | $16,154 | $4,308 | $290 | $— | $20,752 | | Virginia C. Drosos | $— | $— | $522,151 | $— | $3,007,711 | | Joan M. Hilson | $5,477 | $2,738 | $12 | $— | $8,227 | | Jamie L. Singleton | $— | $— | $2,632 | $— | $69,878 | | Rebecca Wooters | $46,900 | $23,450 | $40,202 | $(1,208) | $308,843 | | Oded Edelman | $— | $— | $— | $— | $— |

  175. 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. |

  176. 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. |

  177. NON-QUALIFIED DEFERRED COMPENSATION

    | SIGNET JEWELERS | 66 | 2025 PROXY STATEMENT |

  178. NON-QUALIFIED DEFERRED COMPENSATION

    | (3) Aggregate earnings represent interest credited to each NEO’s account based the crediting rate of interest declared for the year. For Fiscal 2025, 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 2025, the withdrawal for Ms. Wooters was related to the payment of required tax withholdings for earnings on non-qualified deferred compensation balances. |

  180. NON-QUALIFIED DEFERRED COMPENSATION

    | (5) The aggregate balance reported as of February 1, 2025 for each NEO 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 | | J.K. Symancyk | $— | | Virginia C. Drosos | $2,485,560 | | Joan M. Hilson | $— | | Jamie L. Singleton | $67,246 | | Rebecca Wooters | $199,499 | | Oded Edelman | $— |

  182. NON-QUALIFIED DEFERRED COMPENSATION

    | SIGNET JEWELERS | 67 | 2025 PROXY STATEMENT |

  183. NON-QUALIFIED DEFERRED COMPENSATION

    This section summarizes the details of the termination protection agreements with Mr. Symancyk, Ms. Drosos, Ms. Hilson, Ms. Singleton and Ms. Wooters, and the terms of the transition and separation agreement with Mr. Edelman and the transition letter agreement with Ms. Drosos, in each case that were in effect as of the end of Fiscal 2025.

  184. CEO Termination Protection Agreement

    CEO Termination Protection Agreement Mr. Symancyk’s termination protection agreement provides that his employment will continue until terminated by the Company at any time, by Mr. Symancyk with at least 90 days’ notice, or upon Mr. Symancyk’s death or termination for “cause,” which terminations may be effective immediately. Mr. Symancyk is entitled to the following severance payments, subject to the execution and non-revocation of a release of claims, if he is terminated by the Company without “cause”:

  185. CEO Termination Protection Agreement

    | ◆ | 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. CEO Termination Protection Agreement

    | ◆ | A lump sum amount equal to the annual bonus Mr. Symancyk 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. CEO Termination Protection Agreement

    | ◆ | 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, except that the special time-based RSU award granted to Mr. Symancyk in connection with his appointment would vest in full upon a termination without cause (and such award will also vest if Mr. Symancyk terminates his employment for good reason); and |

  188. CEO Termination Protection Agreement

    | ◆ | If Mr. Symancyk 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. CEO Termination Protection Agreement

    Mr. Symancyk 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) he is terminated by the Company without “cause,” or (b) he resigns for “good reason” (as defined in the termination protection agreement):

  190. CEO Termination Protection Agreement

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

  191. CEO Termination Protection Agreement

    | ◆ | A lump sum amount equal to the annual bonus Mr. Symancyk 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. CEO Termination Protection Agreement

    | SIGNET JEWELERS | 68 | 2025 PROXY STATEMENT |

  193. CEO Termination Protection Agreement

    | ◆ | 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 without cause within one year following a change of control, Mr. Symancyk is entitled to the same payment he 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. CEO Termination Protection Agreement

    | ◆ | If Mr. Symancyk 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. CEO Termination Protection Agreement

    Ms. Drosos’ termination protection agreement had substantially the same terms as Mr. Symancyk. In connection with her retirement, on September 30, 2024, Ms. Drosos and the Company entered into a letter agreement pursuant to which (i) she provided notice of her retirement as CEO and from the Board as of November 4, 2024 and the termination of her termination protection agreement upon termination of employment, and (ii) she remained a full-time, non-executive employee of the Company to provide transitional support to Mr. Symancyk through February 1, 2025. Ms. Drosos’s annual base salary and employee benefit plan eligibility remained unchanged through the remainder of her employment and, as of February 1, 2025, Ms. Drosos became eligible to receive continued vesting of LTIP awards and remains subject to the post-termination covenants under her termination protection agreement. See the “Termination Payments” section below.

  196. Retirement

    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 2025, Mss. Drosos, Hilson and Singleton had attained the retirement age under the harmonized retirement definition, as well as the five years of service requirement. Ms. Drosos was eligible for retirement and her retirement date was the last date of Fiscal 2025. As such, all of her unvested LTIP grants will continue to vest such that the full amount is earned, subject to performance achievement and all of her grants were held for six months, prior to her retirement date. The value of the foregoing unvested grants can be seen in the Outstanding Equity at Fiscal Year End table.

  197. Retirement

    | SIGNET JEWELERS | 73 | 2025 PROXY STATEMENT |

  198. Ratio

    | CEO Pay Ratio | | | CEO Fiscal 2025 Total Annual Compensation | $6,448,912 | | Median Employee Fiscal 2025 Total Annual Compensation | $27,283 | | CEO to Median Employee Pay Ratio | 236:1 |

  199. PAY RATIO

    PAY RATIO CEO to Median Pay Ratio is 236:1.

  200. Evaluating the CEO Pay Ratio Disclosure

    Evaluating the CEO Pay Ratio Disclosure Similar to other large retailers, a sizeable portion of the Company’s workforce is employed on a part-time or seasonal basis. Of Signet’s 27,393 team members in the U.S., U.K. and Canada as of December 31, 2024, the date of determination, 12,483, or 45.6%, were part-time or seasonal and the remaining 14,910, or 54.4%, were full-time. For these reasons, as well as the flexibility allowed by the SEC in calculating this ratio, the Company’s pay ratio may not be comparable to pay ratios at other companies.

  201. Evaluating the CEO Pay Ratio Disclosure

    | SIGNET JEWELERS | 78 | 2025 PROXY STATEMENT |

  202. Evaluating the CEO Pay Ratio Disclosure

    As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” (“CAP”) and the Company’s financial performance. The following table sets forth information on CAP to our PEO (principal executive officer) and (on average) to our other NEOs (“non-PEO NEOs”) during the specified years alongside TSR and net income metrics, as well as the Company-selected measure of Comparable Sales. The Company selected Comparable Sales as the most important in linking CAP to our NEOs and Company performance, as this metric was used in our STIP, as described under “CDA—Elements of NEO Compensation—Annual Bonus under the Short -Term Incentive Plan (STIP)” above.

  203. Evaluating the CEO Pay Ratio Disclosure

    | | | | | | | | | | Based on $100 initial investment | | | | | | Fiscal Year | Summary Compensation Table Total for PEO (J.K. Symancyk, CEO) | Summary Compensation Table Total for PEO (Virginia Drosos, Former CEO) | Compensation Actually Paid to PEO (J.K. Symancyk, CEO) | Compensation Actually Paid to PEO (Virginia Drosos, Former CEO) | | Average Summary Compensation Table Total for non-PEO NEOs | Average Compensation Actually Paid for non-PEO NEOs | | Total Shareholder Return (1) | Peer Group Total Shareholder Return (1) | Net Income (Loss) | | Comparable Sales | | 2025 | $5,339,832 | $10,274,256 | $4,052,486 | ($ | 2,924,678) | $4,234,018 | | 1,138,594 | $256.67 | $209.03 | | 61,200,000 | (3.40%) | | 2024 | $— | $9,043,869 | $— | ($ | 420,343) | $2,140,241 | | 474,534 | $428.34 | $176.81 | | 810,400,000 | (11.60%) | | 2023 | $— | $11,029,154 | $— | ($ | 7,857,982) | $2,449,760 | ($ | 941,634) | $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 | 48.0% | | 2021 | $— | $12,184,594 | $— | | 29,748,584 | $2,781,338 | | 6,343,711 | $168.34 | $119.68 | ($ | 15,200,000) | 9.9% |

  204. Evaluating the CEO Pay Ratio Disclosure

    | (1) Peer group total shareholder return (“TSR”) reflects the Company’s peer group “S&P 500 Specialty Retail Index” as reflected in our Fiscal 2025 Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K. The amount for each year for Company and peer group TSR reflects what the cumulative value of $100 would be, including reinvestment of dividends, if the $100 was invested on February 1, 2020. |

  205. Evaluating the CEO Pay Ratio Disclosure

    NEOs included in the above compensation columns include the following:

  206. Evaluating the CEO Pay Ratio Disclosure

    | Fiscal Year (1) | PEO | Non-PEO NEOs | | 2025 | J.K. Symancyk | Joan M. Hilson, Jamie L. Singleton, Rebecca Wooters, Oded Edelman | | 2024 | Virginia C. Drosos | Joan M. Hilson, Jamie L. Singleton, Rebecca Wooters, Oded Edelman | | 2023 | Virginia C. Drosos | Joan M. Hilson, Jamie L. Singleton, Rebecca Wooters, Oded Edelman | | 2022 | Virginia C. Drosos | Joan M. Hilson, Jamie L. Singleton, Rebecca Wooters, Oded Edelman | | 2021 | Virginia C. Drosos | Joan M. Hilson, Jamie L. Singleton, Rebecca Wooters, Oded Edelman |

  207. Evaluating the CEO Pay Ratio Disclosure

    | (1) There were two CEOs in Fiscal 2025: Virginia Drosos and J.K. Symancyk who transitioned into the CEO role on November 4, 2024. |

  208. Evaluating the CEO Pay Ratio Disclosure

    | SIGNET JEWELERS | 79 | 2025 PROXY STATEMENT |

  209. Compensation Actually Paid versus Total Shareholder Return

    Compensation Actually Paid versus Total Shareholder Return

  210. Compensation Actually Paid versus Total Shareholder Return

    | SIGNET JEWELERS | 81 | 2025 PROXY STATEMENT |

  211. Compensation Actually Paid versus Net Income (Loss)

    Compensation Actually Paid versus Net Income (Loss)

  212. Compensation Actually Paid versus Comparable Sales

    Compensation Actually Paid versus Comparable Sales

  213. Compensation Actually Paid versus Comparable Sales

    | SIGNET JEWELERS | 82 | 2025 PROXY STATEMENT |

  214. Compensation Actually Paid versus Comparable Sales

    Equity Compensation Plan Information The following table sets forth certain information, as of February 1, 2025, concerning Common Shares authorized for issuance under the Company’s equity compensation plans.

  215. 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 | 1,745,011 | $37.66 | 2,819,083 | | Equity compensation plans not approved by security holders | — | $— | — | | Total | 1,745,011 | $37.66 | 2,819,083 |

  216. 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. |

  217. Compensation Actually Paid versus Comparable Sales

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

  218. 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. |

  219. Compensation Actually Paid versus Comparable Sales

    | SIGNET JEWELERS | 83 | 2025 PROXY STATEMENT |