DEF 14A of Fossil Group, Inc., Nov 21, 2025

DEF 14A of Fossil Group, Inc.

Filed Nov 21, 2025 · FY20240001193125-25-291231

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS The Board currently consists of ten members. Each of our current directors will stand for re-election at the Annual Meeting, except Mark R. Belgya and Eugene I. Davis. Mr. Davis joined the Board in March 2024 to assist the Company with its financing and restructuring activities, as more fully described in the Company's filings with the SEC, and served as the Chairman of the Strategic Planning and Finance Committee of the Board. See "Board Committees and Meetings". As a result of the recent completion of these financing and restructuring activities, the Strategic Planning and Finance Committee will be dissolved effective December 1, 2025, As a result, Mr. Davis has informed the Board that he will not stand for reelection. To be elected as a director, each director nominee must receive a majority of the votes cast at the Annual Meeting. A “majority of the votes cast” means that the number of shares voted “for” a director must exceed the number of votes cast “against” that director. Votes cast will exclude abstentions with respect to that director’s election. A description of our policy regarding nominees who receive a Majority Against Vote in an uncontested election is set forth under “Questions and Answers about the Annual Meeting — What is the Vote Required for Each Proposal?” Should any director nominee become unable or unwilling to accept nomination or election, the proxy holders may vote the proxies for the election, in his or her stead, of any other person the Board may nominate or designate. Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Each director nominee has consented to serve as a director if elected, and each director nominee has expressed his or her intention to serve the entire term. The table below sets forth the names of the nominees to the Board of the Company along with the current ages of the nominees, their current position and approximate tenure on the Board as of November 15, 2025. Unless otherwise directed in the proxy, it is the intention of the persons named in the proxy to vote the shares represented by such proxy for the election of each of the director nominees. Each of the director nominees is presently a director of the Company.

  2. PROPOSAL 1: ELECTION OF DIRECTORS

    | NAME | AGE | POSITION | TENURE (YEARS)* | | Pamela B. Corrie | 67 | Director | 1.5 | | Susie Coulter | 60 | Director | 3.0 | | Pamela J. Edwards | 63 | Director | 0.5 | | Franco Fogliato | 56 | Director and Chief Executive Officer | 1.0 | | Kevin Mansell | 72 | Chairman of the Board | 6.0 | | Marc Rey | 61 | Director | 5.0 | | Wendy L. Schoppert | 58 | Director | 0.5 | | Gail B. Tifford | 55 | Director | 8.0 |

  3. PROPOSAL 1: ELECTION OF DIRECTORS

    * Rounded to the nearest half year. The following sets forth biographical information and qualifications and skills for each director nominee:

  4. PROPOSAL 1: ELECTION OF DIRECTORS

    | Pamela B. Corrie | Executive Roles: Pamela B. Corrie was appointed to the Board in March 2024, and she is currently a member of the Company’s Audit Committee, Nominating and Corporate Governance Committee and Strategic Planning and Finance Committee. Ms. Corrie has over 25 years of experience in complex corporate turnarounds and restructuring strategy. After practicing law at Weil, Gotshal & Manges for a decade, Ms. Corrie served in multiple executive leadership roles, including as the General Counsel for Risk and Restructuring at General Electric Capital Corporation, Americas from 2003 to 2015. She also served as Chief Executive Officer, Corporate division of Epiq Systems, Inc., a provider of legal and business services from 2015 to 2016, Chief Restructuring Officer of ABC Carpet and Home, Inc. from 2017 to 2019, and was a Managing Director at the financial advisory firm of Carl Marks Advisors from 2018 to 2023. Other Boards: Ms. Corrie currently holds board positions at Burford Capital Limited (NYSE: BUR), a provider of legal finance products and services worldwide, since January 2024, where she serves as a member of the Audit and Nominating and Governance Committees; AIG Financial Products, since 2022; and iFIT Health and Fitness Inc., since 2022, where she serves as Chair of the Nominating and Governance Committee and as a member of the Audit, Compensation and Special Committees; AGDP Holding Inc., as a member of the restructuring committee, since 2025; Alea Group Holdings (Bermuda) Ltd and two of its direct and indirect subsidiaries FIN LLC and Alea Holdings US Company as a member of the Restructuring Committee, since 2025. Ms. Corrie also previously served on a number of boards since 2019, including Pier 1 Imports, Inc., Lord & Taylor, Bed, Bath & Beyond (director of 15 subsidiaries), Boxed, Inc., Spark Networks SE, Blockfi Wallet LLC, Altera Infrastructure Holdings LLC, Katera, Inc. and AM Castle. Key Qualifications and Certifications: Ms. Corrie was originally selected for her position as a director pursuant to the terms of the Company’s Cooperation Agreement with Buxton. See "Cooperation Agreement" below. Ms. Corrie has extensive experience in corporate restructurings and turnarounds and has been determined by the Board to meet the qualifications of an “audit committee financial expert” in accordance with SEC rules. | | AGE | 67 DIRECTOR SINCE | 2024 COMMITTEES | Audit, NCG, SPC | |

  5. PROPOSAL 1: ELECTION OF DIRECTORS

    | Susie Coulter | Executive Roles: Susie Coulter was appointed to the Board in December 2022, and she is currently a member of the Company’s Nominating and Corporate Governance Committee and Strategic Planning and Finance Committee. Ms. Coulter is the founder and Chief Executive Officer of ARQ Botanics LLC, a personal care company specializing in all-natural skin care products. Previously, Ms. Coulter was the co-founder and served as Chief Executive Officer of Bronty Beauty LLC, a beauty company specializing in all-natural skin care products, from January 2017 to December 2020. From November 2012 to March 2016, Ms. Coulter served as the President of Victoria’s Secret Beauty for L Brands, Inc. (n/k/a Victoria’s Secret & Co., which was separated from L Brands, Inc. in 2021). From 1998 to 2012, Ms. Coulter served in a number of executive leadership roles, most recently as President of Polo Ralph Lauren Retail Stores, at Ralph Lauren Corporation, an apparel retailer. Other Boards: Ms. Coulter serves on the board of directors of Abercrombie & Fitch Co., where she is Chair of the Environmental, Social and Governance Committee and a member of the Nominating and Governance Committee. Key Qualifications and Certifications: Ms. Coulter has executive leadership experience having served as a founder and chief executive officer in addition to her roles as president for large global retail organizations. Ms. Coulter also has experience with supply chain and logistics, marketing, global operations, omnichannel and digital commerce, branding, product sourcing and development, merchandising and consumer facing retail. In addition, Ms. Coulter has experience with corporate governance, environmental, social and risk management and is NACD Directorship Certified. | | AGE | 60 DIRECTOR SINCE | 2022 COMMITTEES | NCG, SPC | |

  6. PROPOSAL 1: ELECTION OF DIRECTORS

    | Pamela J. Edwards | Executive Roles: Pamela J. Edwards was appointed to the Board in May 2025, and she is currently a member of the Company’s Audit Committee. Ms. Edwards previously served as the Chief Financial Officer and Executive Vice President of Citi Trends, Inc., a retail clothing company, from January 2021 through April 2022. Prior to Citi Trends, Ms. Edwards held various roles with L Brands Inc., one of the world’s leading specialty retailers, including as Chief Financial Officer and Executive Vice President of its Mast Global division from April 2017 to September 2020, Chief Financial Officer of its Victoria's Secret division (n/k/a Victoria’s Secret & Co.) from 2007 to April 2017, and Chief Financial Officer of its Express division from 2005 to 2007. Prior to that, Ms. Edwards worked in various business and financial planning roles at Gap/Old Navy, Sears Roebuck and Kraft Foods. | | AGE | 63 DIRECTOR SINCE | 2025 COMMITTEES | Audit | | | | Other Boards: Ms. Edwards currently serves on the board of directors of Olaplex Holdings, Inc. where she serves on the Audit Committee and Citi Trends, Inc. where she serves as Audit Chair. She previously served on the Board of Directors of The Azek Company, Inc. from 2023-2025. Hibbett, Inc. from 2022 to 2024 and NMG Holding Company, Inc. (formerly known as Neiman Marcus Group LLC) from 2020 to 2024. Key Qualifications and Certifications: Ms. Edwards has extensive experience in finance, strategy and operations leadership across a variety of retail brands and sectors. She is also NACD Directorship Certified. |

  7. PROPOSAL 1: ELECTION OF DIRECTORS

    | Franco Fogliato | Executive Roles: Franco Fogliato was appointed Chief Executive Officer and a member of the Board effective September 18, 2024. Mr. Fogliato most recently served as President and Chief Executive Officer of Salomon, a division of Amer Sports, Inc. (NYSE: AS), from November 2021 until April 2024. Amer Sports designs, manufactures, markets, distributes and sells sports equipment, apparel, footwear and accessories. Previously, from November 2013 to October 2021, Mr. Fogliato served in various roles for Columbia Sportswear Company (NASDAQ: COLM), a leading innovator in active outdoor apparel, footwear, accessories and equipment, most recently as Executive Vice President and President Global Omnichannel. From January 2004 to October 2013, Mr. Fogliato served as Chief Executive Officer at Billabong Group Europe (formerly BBG: ASX), a surf, swim and lifestyle apparel company. Key Qualifications and Certifications: Mr. Fogliato has executive leadership, retail, omnichannel, restructuring, strategic, marketing and international experience having served in a number of leadership positions for global brands at public companies. Mr. Fogliato holds an MBA from The Open University Business School, a BA from the University of Venice and is certified in Corporate Governance by INSEAD. | | AGE | 56 DIRECTOR SINCE | 2024 COMMITTEES | n/a | |

  8. PROPOSAL 1: ELECTION OF DIRECTORS

    | Kevin Mansell | Executive Roles: Kevin Mansell was elected to the Board in May 2019, and he is currently Chairman of the Board and Chairman of the Company’s Compensation and Talent Management Committee. Mr. Mansell served as Chairman, CEO and President of Kohl’s Corporation (NYSE: KSS), one of the largest department store retail chains in the United States (“Kohl’s”), until his retirement in May 2018. Mr. Mansell joined Kohl’s in 1982 as a Divisional Merchandise Manager and was promoted to General Merchandise Manager in 1987. Mr. Mansell was promoted to Senior Executive Vice President of Merchandising and Marketing | | AGE | 72 DIRECTOR SINCE | 2019 COMMITTEES | CTM (Chair) | | | | of Kohl’s in 1998, and was named President and Director in 1999. He was promoted to Kohl’s CEO in 2008 and named Chairman of the Board in 2009. Prior to joining Kohl’s, Mr. Mansell spent seven years in the Venture Store division of The May Department Stores Company, an American department store holding company, where he held a variety of positions in buying and merchandising. Other Boards: Mr. Mansell serves as a director, the co-chair of the Nominating and Corporate Governance Committee and as a member of the Talent and Compensation Committee of Columbia Sportswear Company (NASDAQ: COLM), a leading innovator in active outdoor apparel, footwear, accessories, and equipment. Mr. Mansell is the former Chair of the Board of Directors of Chico’s FAS, Inc., an omnichannel specialty retailer of women’s private branded casual-to-dressy clothing, intimates, and complementary accessories. Key Qualifications and Certifications: Mr. Mansell has leadership experience as the CEO of a large national organization, over 40 years of retail experience and extensive public company, strategic, human capital management, compensation and financial experience. |

  9. PROPOSAL 1: ELECTION OF DIRECTORS

    | Marc Rey | Executive Roles: Marc Rey was appointed to the Board in July 2020 and is currently a member of the Company’s Compensation and Talent Management Committee and Strategic Planning and Finance Committee. Mr. Rey currently serves as an advisor to beauty companies, private equity and consulting firms. Mr. Rey served as the Chief Executive Officer of Beautycounter, a private clean beauty brand, from February 2022 to June 2023. Mr. Rey served as President and Chief Executive Officer of Shiseido Americas, a division of Shiseido Company Limited, and Chief Growth Officer of Shiseido Group Limited, a leading global beauty company, from September 2015 until September 2020. From July 2014 until August 2015, Mr. Rey served as Senior Vice President for Coty North America and President of Coty USA, a leading global beauty company, and served as Regional Vice President North America from December 2012 to July 2014. From March 2009 to July 2012, Mr. Rey served in various roles for L’Oreal USA, including President International Designers Collections from September 2010 to July 2012, President Specialty Beauty Group from October 2009 to September 2010 and President Giorgio Armani and Yves Saint Laurent Beauty USA from March 2009 to October 2009. Key Qualifications and Certifications: | | AGE | 61 DIRECTOR SINCE | 2020 COMMITTEES | CTM, SPC | |

  10. PROPOSAL 1: ELECTION OF DIRECTORS

    | Mr. Rey has extensive leadership experience as the CEO of a major beauty company and has over 30 years of consumer products experience, as well as growth, turnaround, change management, digital transformation, multichannel and brand marketing, retail, commercial, international and human capital experience. |

  11. PROPOSAL 1: ELECTION OF DIRECTORS

    | Wendy L. Schoppert | Executive Roles: Wendy L. Schoppert was appointed to the Board in May 2025, and she is currently a member of the Company’s Audit Committee. Ms. Schoppert served as Executive Vice President and Chief Financial Officer of Sleep Number Corporation from 2011 to 2014. During her tenure at Sleep Number, Ms. Schoppert also served as Senior Vice President and Chief Information Officer from 2008 to 2011 and Senior Vice President, International and New Channel Development from 2005 to 2008. Prior to joining Sleep Number, Ms. Schoppert led U.S. Bank’s Private Asset Management team and served as Head of Product, Marketing & Corporate Development for U.S. Bank’s Asset Management division from 2002 to 2005. Ms. Schoppert began her career in the airline industry, serving in various financial, strategic and general management leadership positions at American Airlines, Northwest Airlines and America West Airlines. Other Public Boards: Ms. Schoppert has extensive board experience, which includes her service as a board director of The Hershey Company from 2017 to 2023, Bremer Bank from 2017 to 2024, and Big Lots, Inc. from 2015 to 2025. Ms. Schoppert currently serves as non-executive Board Chair for The ODP Corporation (NASDAQ: ODP) and serves on the boards of DaVita, Inc. (NYSE: DVA) and Sun Country Airlines (NASDAQ: SNCY). Key Qualifications and Certifications: Ms. Schoppert has over 30 years of diverse finance and operational leadership experience and extensive retail, information technology, digital, marketing, and international experience. | | AGE | 58 DIRECTOR SINCE | 2025 COMMITTEES | Audit | |

  12. PROPOSAL 1: ELECTION OF DIRECTORS

    | Gail B. Tifford | Executive Roles: Gail B. Tifford was appointed to the Board in August 2017, and she is currently the Chair of the Company’s Nominating and Corporate Governance Committee. Ms. Tifford has served as Managing Director at True Search, a global platform for talent management products and services, since May 2022. Ms. Tifford previously served as Chief Brand Officer for WW International, Inc. (f/k/a Weight Watchers), a global weight management service company, from March 2018 until August 2021. Previously, Ms. Tifford served in a variety of leadership roles at Unilever, a leading global consumer goods company that offers products in the food, home care, personal care and refreshment segments. Her roles included brand, marketing, and digital innovation from 1996 until 2009, and after she rejoined Unilever in 2011, most recently serving as Vice President, Media North America and Global Digital Media Innovation. From October 2009 until May 2011, Ms. Tifford served as Vice President for Strategic Partnerships at MTV Networks, a cable and satellite television channel owned by Viacom Media Networks. Key Qualifications and Certifications: Ms. Tifford has substantial experience in executive leadership, media, ecommerce, branding and marketing and a proven track record of building brands in an evolving digital landscape. | | AGE | 55 DIRECTOR SINCE | 2017 COMMITTEES | NCG (Chair) | |

  13. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  14. FISCAL 2024 DIRECTOR COMPENSATION TABLE

    FISCAL 2024 DIRECTOR COMPENSATION TABLE The following table provides information regarding director compensation for fiscal year 2024. Non-employee directors who join the Board during the fiscal year receive a pro-rated annual cash retainer.

  15. FISCAL 2024 DIRECTOR COMPENSATION TABLE

    | NAME (1)(2) | FEES EARNED OR PAID IN CASH ($)(3) | STOCK AWARDS ($)(4) | TOTAL ($) | | Mark R. Belgya | 215,800 | 36,250 | 252,050 | | William B. Chiasson(5) | 125,892 | - | 125,892 | | Pamela B. Corrie | 236,012 | 36,250 | 272,262 | | Susie Coulter | 256,452 | 36,250 | 292,702 | | Eugene I. Davis | 299,337 | 36,250 | 335,587 | | Kim Harris Jones(6) | 120,040 | 36,250 | 156,290 | | Kevin Mansell | 195,000 | 36,250 | 231,250 | | Marc Rey | 150,000 | 36,250 | 186,250 | | Gail B. Tifford | 155,000 | 36,250 | 191,250 |

  16. FISCAL 2024 DIRECTOR COMPENSATION TABLE

    (1) Messrs. Boyer, Fogliato and Kartsotis were each a director and NEO during fiscal year 2024. Messrs. Boyer, Fogliato and Kartsotis did not receive any additional compensation for services as a director. As such, information about their compensation is listed in the Fiscal 2024 and 2023 Summary Compensation Table below. (2) Our directors’ outstanding equity awards as of fiscal year end 2024 were as follows: Mr. Belgya — 25,000 RSUs; Ms. Corrie — 25,000 RSUs; Ms. Coulter — 25,000 RSUs; Mr. Davis — 25,000 RSUs; Mr. Mansell — 25,000 RSUs; Mr. Rey — 25,000 RSUs; and Ms. Tifford — 25,000 RSUs. (3) Consists of retainer fees. (4) Consists of an award of RSUs granted pursuant to the 2024 Plan to each director on June 21, 2024. Pursuant to the 2024 Plan, each outside director is to receive a grant of RSUs on the date of the Annual Stockholders Meeting in such amount as determined by the Board, in its sole discretion, provided that such grant shall not exceed more than the number of shares of Common Stock having an aggregate fair market value of $130,000. Awards vest 100% on the earlier of (i) the next annual stockholders meeting or (ii) one year from the date of grant. The amounts shown were not actually paid to the directors. Rather, as required by the rules of the SEC, the amounts represent the aggregate grant date fair value of the RSUs awarded to each of them in fiscal year 2024. These values were determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). The aggregate grant date fair value of the RSUs is equal to the midpoint between the high and low sales prices of our Common Stock on the date of grant multiplied by the number of shares granted. On June 21, 2024, the date of grant for all directors, the midpoint of the high and low sales prices of our Common Stock was $1.45 per share. The amounts reported do not include any reduction in the value of the awards for the possibility of forfeiture. (5) Mr. Chiasson did not stand for re-election to the Board in 2024, as he had reached the maximum board tenure for nomination and re-election under our corporate guideline of ten years of service on the Board. Ms. Harris Jones resigned from the Board effective July 31, 2024.

  17. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END TABLE

    OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END TABLE The following table provides information about the number of outstanding equity awards held by our NEOs at fiscal year-end 2024. The table also includes, where applicable, the value of these awards based on the closing price of our Common Stock on Nasdaq on December 28, 2024, which was $1.89 per share. All awards vest one third each year over three years following the grant date, except as otherwise noted.

  18. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END TABLE

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) | | Franco Fogliato (1) | 10/15/2024 | 1,500,000 | 2,835,000 | 1,500,000 | 2,505,000 | | Kosta N. Kartsotis (2) | N/A | — | — | — | — | | Jeffrey N. Boyer | 4/15/2022 | 13,207 | 24,961 | 13,207 (3) | 24,961 | | | 4/15/2023 | 27,142 | 51,298 | 27,142 (4) | 51,298 | | | 4/15/2024 | 40,713 | 76,948 | 40,712 (5) | 76,946 | | Andrew Skobe (6) | N/A | — | — | — | — | | Darren E. Hart | 4/15/2022 | 9,644 | 18,227 | 9,644 (3) | 18,227 | | | 4/15/2023 | 23,291 | 44,020 | 9,957 (4) | 18,819 | | | 4/15/2024 | 9,958 | 18,821 | 9,958 (5) | 18,821 | | Melissa B. Lowenkron | 1/15/2022 | 6,666 | 12,599 | — | — | | | 4/15/2022 | 4,540 | 8,581 | — | — | | | 4/15/2023 | 29,082 | 54,965 | — | — | | | 4/15/2024 | 15,774 | 29,813 | — | — | | Greg A. McKelvey (6) | N/A | — | — | — | — |

  19. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END TABLE

    (1) Mr. Fogliato's grant was made on October 15, 2024 and was granted as a material inducement to his employment in accordance with Nasdaq Listing Rule 5635(c)(4). This grant vests 50% on the first and second anniversary of the date of grant, respectively. (2) Mr. Kartsotis refused all forms of equity compensation. (3) These PSUs were granted on April 15, 2022 and will vest, if at all, one-third each year over three years following the grant date. Vesting is subject to satisfaction of the applicable performance criteria and is generally subject to the recipient’s continued employment through that date. As required by the SEC’s disclosure rules, the number of PSUs shown assumes that target levels of performance (100%) will be achieved. The Compensation and Talent Management Committee will determine the actual levels of performance achieved within 60 days of the vesting date. (4) These PSUs were granted on April 15, 2023 and will vest, if at all, one-third each year over three years following the grant date. Vesting is subject to satisfaction of the applicable performance criteria and is generally subject to the recipient’s continued employment through that date. As required by the SEC’s disclosure rules, the number of PSUs shown assumes that target levels of performance (100%) will be achieved. The Compensation and Talent Management Committee will determine the actual levels of performance achieved within 60 days of the vesting date. (5) These PSUs were granted on April 15, 2024 and will vest, if at all, one-third each year over three years following the grant date. Vesting is subject to satisfaction of the applicable performance criteria and is generally subject to the recipient’s continued employment through that date. As required by the SEC’s disclosure rules, the number of PSUs shown assumes that target levels of performance (100%) will be achieved. The Compensation and Talent Management Committee will determine the actual levels of performance achieved within 60 days of the vesting date. (6) Mr. Skobe and Mr. McKelvey do not hold any outstanding equity awards.

  20. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  21. PAY VERSUS PERFORMANCE

    | Fiscal Year | Summary Compensation Table Total for PEO Kosta N. Kartsotis | Compensation Actually Paid to PEO Kosta N. Kartsotis | Summary Compensation Table Total for PEO Fogliato Franco | Compensation Actually Paid to PEO Fogliato Franco | Summary Compensation Table Total for PEO Boyer Jeffrey N | Compensation Actually Paid to PEO Boyer Jeffrey N | Average Summary Compensation Table Total for non-PEO NEOs | Average Compensation Actually Paid to non-PEO NEOs | FOSL Total Shareholder Return | Net Income ($M) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | 2024 | $1,161,703 | $1,161,703 | $4,572,040 | $5,614,540 | $1,359,664 | $1,444,996 | $1,016,294 | $985,701 | $18 | $(106) | | 2023 | $1,450,942 | $1,450,942 | $— | $— | $— | $— | $1,250,581 | $712,032 | $14.19 | $(156.7) | | 2022 | $— | $— | $— | $— | $— | $— | $1,509,719 | $553,910 | $41.89 | $(43.5) |

  22. PAY VERSUS PERFORMANCE

    Columns (b) and (c). Mr. Kartsotis did not receive any compensation from the Company in fiscal year 2022 and Mr. Kartsotis has not been granted stock or option awards in any of the relevant fiscal years. Therefore, no adjustments to total compensation, as reported in the Summary Compensation Table (“SCT”), are required with respect to Mr. Kartsotis. Columns (d) and (e). Mr. Fogliato joined the Company in September 2024. Columns (f) and (g). Mr. Boyer served as Interim Chief Executive Officer from March 13, 2024 until September 18, 2024. Columns (h) and (i). The following non-PEO NEOs are included in the average figures in Columns (h) and (i): 2022: Messrs. Boyer, Doshi, Hart and McKelvey 2023: Messrs. Boyer, Hart and McKelvey 2024: Messrs. Hart, McKelvey, Skobe and Ms. Lowenkron The amounts shown in columns (c), (e), (g) and (i) do not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable years. For information regarding the decisions made by our Compensation and Talent Management Committee in regard to the NEOs’ compensation for each fiscal year, please see (i) the Executive Compensation section of this Proxy Statement for fiscal year 2024 and the Executive Compensation section of the proxy statement for fiscal year 2023 and (ii) the Compensation Discussion and Analysis section of the proxy statement for fiscal year 2022. Column (e). Reflects the “compensation actually paid” to Mr. Fogliato in 2024, as determined in accordance with SEC rules. Such amounts were computed by making the following adjustments to total compensation, as reported in the SCT, for 2024: Amounts subtracted from the SCT total to calculate Compensation Actually Paid to Mr. Fogliato for 2024: include ($1,792,500) for the grant fair value of stock awards granted in 2024. Amounts added to (or subtracted from) the SCT total for 2024 also include: $2,835,000 for the fair value of stock awards that were granted in 2024 and remain outstanding at the end of the year. Column (g). Reflects the “compensation actually paid” to Mr. Boyer in 2024, as determined in accordance with SEC rules. Such amounts were computed by making the following adjustments to total compensation, as reported in the SCT, for 2024: Amounts subtracted from the SCT total to calculate Compensation Actually Paid to Mr. Boyer for 2024: include ($72,061) for the grant fair value of stock awards granted in 2024. Amounts added to (or subtracted from) the SCT total for 2024 also include: $166,716 for the fair value of stock awards that were granted in 2024 and remain outstanding at the end of the year; $41,461 for the change in fair value of stock awards that were granted in prior years and are still outstanding at the end of 2024; and ($50,784) for the change in fair value of stock awards that were granted in prior years and vested during 2024. Column (i). Reflects the average “compensation actually paid” for our non-PEO NEOs in each of 2024, 2023 and 2022, as determined in accordance with SEC rules. Such amounts were computed by making the following adjustments to total compensation, as reported in the SCT, for each year: Amounts subtracted from the average SCT total to calculate Average Compensation Actually Paid to the Non-PEO NEOs for the years 2024, 2023 and 2022, respectively, include ($16,709), ($327,913), and ($671,697) for the average date of grant fair value of stock awards granted in the fiscal year. Amounts added to (or subtracted from) the Average SCT for the years 2024, 2023 and 2022, respectively, also include: $16,864, $121,983 and $226,683 for the average fair value of stock awards that were granted in the year and remain outstanding at the end of the year; $12,435, ($167,878) and ($617,951) for the average change in fair value of stock awards that were granted in prior years and are still outstanding at the end of each respective year; ($29,837), ($132,169) and $107,155 for the average change in fair value of stock awards that were granted in prior years and vested during each respective year; ($13,347), $0 and $0 for the average fair value at the end of the prior fiscal year of any awards grants in prior years that failed to meet the vesting conditions during the fiscal year. Column (j). For the relevant fiscal year, represents the cumulative total shareholder return (“TSR”) of the Company for the measurement periods ended on the last day of each of fiscal years 2024, 2023 and 2022, respectively. Column (k). Reflects “Net Income” in the Company’s Consolidated Income Statements included in the Company’s Annual Reports on Form 10-K for fiscal years 2024, 2023 and 2022.

  23. NARRATIVE TO PAY VERSUS PERFORMANCE TABLE

    NARRATIVE TO PAY VERSUS PERFORMANCE TABLE This section should be read in conjunction with Executive Compensation beginning on page 28, which includes additional discussion of our objectives of executive compensation and benefits program and how they are aligned with the Company’s financial and operational performance. Our Compensation and Talent Management Committee does not use “compensation actually paid” as a basis for making compensation decisions. Each of our non-PEO NEO’s total target compensation incentivizes short-term and long-term performance by using performance goals aligned with our shareholders’ interests. The majority of total target compensation was weighted toward long-term equity performance with (i) time-based RSUs and (ii) PSUs with adjusted operating income for the 2022 PSU award and adjusted operating margin as the financial performance metric for the 2023 and 2024 PSU awards. The short-term incentive program’s performance metrics include net sales, adjusted operating income and TAG operating expenses run rate savings. The charts below show, for the past three years, the relationship of TSR and net income relative to each of our PEO’s “compensation actually paid” and the average of our non-PEO NEOs’ “compensation actually paid”.