DEF 14A of Fossil Group, Inc.
Filed Aug 12, 2026 · FY20250001193125-26-347185
Summary
Summary This proxy statement (this “Proxy Statement”) is furnished in connection with the solicitation by the Board of Directors (the “Board”) of Fossil Group, Inc., a Delaware corporation (the “Company”), of your proxy to be voted at the 2026 Annual Meeting of Stockholders of the Company (the “Annual Meeting”) to be held on October 2, 2026, at the time and place and for the purpose of voting on the matters set forth in the accompanying Notice of Annual Meeting of Stockholders (the “Annual Meeting Notice”) and at any adjournment(s) or postponement(s) thereof. These matters include: 1. To elect seven (7) directors to the Board to serve for a term of office to expire at the annual meeting of stockholders in 2027 or until their respective successors are elected and qualified. 2. To hold an advisory vote on executive compensation as disclosed in these materials. 3. To vote on a proposal to approve the First Amendment to the Fossil Group, Inc. 2024 Long-Term Incentive Plan. 4. To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 2, 2027. 5. To transact any and all other business that may properly come before the meeting or any adjournment(s) or postponement(s) thereof. We began mailing the Notice of Internet Availability of Proxy Materials (the “Proxy Notice”), and first made available the Proxy Statement and the accompanying form of the proxy to our stockholders, on or about August 12, 2026. When proxies are properly executed and received, the shares represented thereby will be voted at the Annual Meeting in accordance with the directions noted thereon. If no direction is indicated, the shares will be voted: FOR each of the seven (7) nominees named in this Proxy Statement for election to the Board under Proposal 1; FOR approval of the compensation of the Company’s Named Executive Officers (as defined in Executive Compensation) under Proposal 2; FOR the approval of the First Amendment to the Fossil Group, Inc. 2024 Long-Term Incentive Plan; and FOR the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 2, 2027 under Proposal 4.
Directors
Directors
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS The Board currently consists of eight members. Each of our current directors will stand for re-election at the Annual Meeting, except Pamela B. Corrie, Kevin Mansell and Gail B. Tifford. 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 August 12, 2026. 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. Other than Sebastian J. DiGrande and Chandhu Nair, each of the director nominees is presently a director of the Company.
PROPOSAL 1: ELECTION OF DIRECTORS
| Name | Age | Position | Tenure (Years)* | | Susie Coulter | 60 | Director | 4 | | Sebastian J. DiGrande | 59 | Director Nominee | - | | Pamela J. Edwards | 63 | Director | 1 | | Franco Fogliato | 56 | Director and Chief Executive Officer | 2 | | Chandhu Nair | 45 | Director Nominee | - | | Marc Rey | 61 | Director | 6 | | Wendy L. Schoppert | 59 | Director | 1 |
PROPOSAL 1: ELECTION OF DIRECTORS
* Rounded to the nearest half year.
PROPOSAL 1: ELECTION OF DIRECTORS
| FOSSIL GROUP | 2026 PROXY STATEMENT | 3 |
PROPOSAL 1: ELECTION OF DIRECTORS
The following sets forth biographical information and qualifications and skills for each director nominee:
Susie Coulter
Susie Coulter AGE | 60 DIRECTOR SINCE | 2022 COMMITTEES | NCG Executive Roles: Susie Coulter was appointed to the Board in December 2022, and she is currently the chair of the Company’s Nominating and Corporate Governance 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 2017 to 2020. From 2012 to 2016, Ms. Coulter served as the President of Victoria’s Secret Beauty for L Brands, Inc. (n/k/a Victoria’s Secret & Co. (NYSE: VSXY)). From 1998 to 2012, Ms. Coulter served in a number of executive leadership roles, most recently as President of Ralph Lauren Retail, at Ralph Lauren Corporation (NYSE: RL), an apparel retailer. Other Public Company Boards: Ms. Coulter serves on the board of directors of Abercrombie & Fitch Co. (NYSE: ANF).
Susie Coulter
| 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. |
Sebastian J. DiGrande
Sebastian J. DiGrande AGE | 59 DIRECTOR SINCE | n/a COMMITTEES | n/a Executive Roles: Sebastian J. DiGrande co-founded and, since 2022, has served as Chief Executive Officer of PCX Markets, a venture-backed climate technology and plastic responsibility platform operating in 16 countries. From 2016 to 2020, Mr. DiGrande served as Executive Vice President of Strategy and Chief Customer Officer at Gap, Inc. (NYSE: GAP), a $16 billion global multi-brand specialty retailer. From 1995 to 2016, Mr. DiGrande held roles of increasing responsibility at The Boston Consulting Group (“BCG”), a global management consulting firm, ultimately serving as Senior Partner and Managing Director. At BCG, he also served as Americas Leader of the Technology, Media and Telecommunications Practice for eight years and led the global Technology Practice for Marketing, Sales and Pricing for a decade, advising Fortune 500 companies and their boards on strategy, transformation, M&A and organizational change. Mr. DiGrande previously served on the board of directors of Big Lots, Inc. from 2018 to 2025.
Sebastian J. DiGrande
| 4 | 2026 PROXY STATEMENT | FOSSIL GROUP |
Sebastian J. DiGrande
| Key Qualifications and Certifications: Mr. DiGrande has current CEO leadership experience, public company board and committee chair experience, and over two decades of strategic advisory experience serving Fortune 500 companies and their boards. His areas of expertise include digital transformation and omnichannel commerce, technology strategy, data analytics, corporate strategy and M&A, international business, human capital management and compensation governance, and ESG and sustainability. Mr. DiGrande also has cybersecurity experience through his technology leadership roles and board service. As CEO of PCX Markets, Mr. DiGrande has direct experience with climate-related risk assessment, ESG strategy and Extended Producer Responsibility compliance. |
Pamela J. Edwards
Pamela J. Edwards AGE | 63 DIRECTOR SINCE | 2025 COMMITTEES | Audit 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. (NASDAQ: CTRN), a retail clothing company, from 2021 to 2022. Prior to Citi Trends, Ms. Edwards held various roles with L Brands Inc. (NYSE: BBWI), one of the world’s leading specialty retailers, including as Chief Financial Officer and Executive Vice President of its Mast Global division from 2017 to 2020, Chief Financial Officer of its Victoria's Secret division (n/k/a Victoria’s Secret & Co. (NYSE: VSXY)) from 2007 to 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 (NYSE: GAP), Sears Roebuck and Kraft Foods (NASDAQ: KHC). Other Public Company Boards: Ms. Edwards currently serves on the board of directors of Citi Trends, Inc. (NASDAQ: CTRN). She previously served on the board of directors of Olaplex Holdings, Inc. (NASDAQ: OLPX) from 2025 to 2026, The Azek Company, Inc. (NYSE: AZEK) from 2023 to 2025, Hibbett, Inc. (NASDAQ: HIBB) from 2022 to 2024, and NMG Holding Company, Inc. (f/n/a Neiman Marcus Group LLC) from 2020 to 2024.
Pamela J. Edwards
| Key Qualifications and Certifications: Ms. Edwards has over 30 years of experience in finance, strategy and operations leadership across a variety of retail brands and sectors. She has extensive board governance and is also NACD Directorship Certified. |
Franco Fogliato
Franco Fogliato AGE | 56 DIRECTOR SINCE | 2024 COMMITTEES | n/a Franco Fogliato was appointed Chief Executive Officer and a member of the Board effective September 2024. Mr. Fogliato most recently served as President and Chief Executive Officer of Salomon, a division of Amer Sports, Inc. (NYSE: AS), from 2021 to 2024. Amer Sports designs, manufactures, markets, distributes and sells sports equipment, apparel,
Franco Fogliato
| FOSSIL GROUP | 2026 PROXY STATEMENT | 5 |
Franco Fogliato
footwear and accessories. Previously, from 2013 to 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 2004 to 2013, Mr. Fogliato served as Chief Executive Officer at Billabong Group Europe (formerly BBG: ASX), a surf, swim and lifestyle apparel company. Earlier in his career he held various executive roles with VF’s North Face brand (NYSE: VFC). None
Franco Fogliato
| 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 is certified in Corporate Governance by INSEAD. |
Chandhu Nair
Chandhu Nair AGE | 45 DIRECTOR SINCE | n/a COMMITTEES | n/a Executive Roles: Chandhu Nair has served as Senior Vice President, Technology – Stores, Artificial Intelligence and Innovation for Lowe’s Companies, Inc. (NYSE: LOW) since 2022. From 2020 to 2022, he served as Vice President, Technology – Omnichannel, Marketing and Customer Engagement at Lowe’s. Previously, Mr. Nair co-founded and served as Chief Executive Officer of Cognitive Retail Inc. from 2018 to 2020. Earlier in his career, he held e-commerce and technology leadership roles at Staples Inc. and Infosys Limited (NYSE: INFY). Other Public Company Boards: None
Chandhu Nair
| Key Qualifications and Certifications: Mr. Nair has executive leadership experience in global retail, enterprise technology, digital and omnichannel commerce, data, artificial intelligence and innovation. He also has experience in cybersecurity, product management, systems engineering, marketing and customer engagement technology, supply chain, global operations, talent management, and mergers and acquisitions, including technology diligence and post-acquisition integration. Mr. Nair holds certificates in Architecting the Future Enterprise from the Massachusetts Institute of Technology and Leadership in the Age of AI. |
Marc Rey
Marc Rey AGE | 61 DIRECTOR SINCE | 2020 COMMITTEES | CTM Marc Rey was appointed to the Board in July 2020 and is currently a member of the Company’s Compensation and Talent Management 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 2022 to 2023.
Marc Rey
| 6 | 2026 PROXY STATEMENT | FOSSIL GROUP |
Marc Rey
Mr. Rey served as President and Chief Executive Officer of Shiseido Americas, a division of Shiseido Company Limited (TYO: SSDOY), and Chief Growth Officer of Shiseido Group Limited, a leading global beauty company, from 2015 to 2020. From 2014 to 2015, Mr. Rey served as Senior Vice President for Coty North America (NYSE: COTY) and President of Coty USA, a leading global beauty company, and served as Regional Vice President North America from 2012 to 2014. From 2009 to 2012, Mr. Rey served in various roles for L’Oreal USA (Euronext Paris: OR), including President International Designers Collections from 2010 to 2012, President Specialty Beauty Group from 2009 to 2010 and President Giorgio Armani and Yves Saint Laurent Beauty USA in 2009. None
Marc Rey
| Key Qualifications and Certifications: 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. |
Wendy L. Schoppert
Wendy L. Schoppert AGE | 59 DIRECTOR SINCE | 2025 COMMITTEES | Audit and CTM 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 and Compensation and Talent Management 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 (NASDAQ: AAL), Northwest Airlines (NYSE: NWA) and America West Airlines. Other Public Company Boards: Ms. Schoppert currently serves on the board of directors of DaVita, Inc. (NYSE: DVA). Ms. Schoppert previously served on the board of directors of Sun Country Airlines from 2025 to 2026, The ODP Corporation (Office Depot) from 2020 to 2025, The Hershey Company (NYSE: HSY) from 2017 to 2023, Bremer Bank from 2017 to 2024, and Big Lots, Inc. from 2015 to 2025.
Wendy L. Schoppert
| 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. She also has extensive board governance experience, is NACD Directorship Certified and earned the CERT Certificate in Cybersecurity Oversight. |
Wendy L. Schoppert
| FOSSIL GROUP | 2026 PROXY STATEMENT | 7 |
Peer Group
Peer Group Attracting, retaining, and motivating top talent is critical to drive our success. Each year we review our peer group to ensure total compensation components, design and practices are competitive with similar companies. The following was considered when determining our peer group: • companies who we compete against for attracting and retaining talent • industry, product category, geography and operational complexity financials such as revenue and market capitalization
Peer Group
| FOSSIL GROUP | 2026 PROXY STATEMENT | 11 |
Peer Group
the opinion of proxy advisory firms such as ISS and Glass Lewis • our compensation consultant’s feedback and recommendations Based on this analysis, for fiscal year 2025, we removed Chico's FAS, Inc. and Express, Inc., as these companies were no longer publicly listed. For fiscal year 2025, the peer group consisted of the following 11 companies:
Peer Group
| Caleres, Inc. | Lands’ End, Inc. | The Children’s Place, Inc. | | Genesco, Inc. | Movado Group, Inc. | Wolverine World Wide, Inc. | | G-III Apparel Group, Ltd. | Oxford Industries, Inc. | Zumiez, Inc. | | Guess, Inc. | Steven Madden, Ltd. | |
Peer Group
Korn Ferry obtains relevant data from each company’s respective SEC filings, from Korn Ferry’s proprietary surveys or as otherwise available. The data reviewed by the Compensation and Talent Management Committee in setting fiscal year 2025 compensation included compensation information for each of the named executive officers identified by each company as well as each company’s financial performance data. From this company-specific information as well as the surveys reviewed, Korn Ferry presented the data to the Compensation and Talent Management Committee by each compensation element. This data provided visibility into how the compensation of each of our NEOs compared to the peer group counterpart with respect to each compensation component and total compensation. The Compensation and Talent Management Committee evaluated base salaries, target bonuses, actual bonuses, equity awards and any other incentive programs for which we could obtain data. The Compensation and Talent Management Committee did not assign any particular weights or formulas to the individual elements of compensation at peer companies or shown in the surveys. Rather, the Compensation and Talent Management Committee evaluated the compensation of each of the NEOs in light of the totality of the information reviewed for their peers.
Peer Group
| 12 | 2026 PROXY STATEMENT | FOSSIL GROUP |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Equity Compensation
Equity Compensation Each outside director of the Company who does not elect to decline to participate in the Fossil Group, Inc. 2024 Long-Term Incentive Plan (the “2024 Plan”) is eligible to receive a grant of restricted stock units (“RSUs”) as follows: (1) on the date of the annual stockholders meeting, each outside director shall be eligible to receive a grant of RSUs, 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, par value $0.01 (“Common Stock”) having an aggregate fair market value of $130,000. The RSUs granted will vest 100% on the earlier of (a) the date of the next annual stockholders meeting or (b) one year from the date of grant, provided the outside director is providing services to the Company or a subsidiary on that date; and (2) each individual who first becomes a non-employee director is automatically granted a one-time grant, effective as of the date of appointment, equal to the grant he or she would have received if he or she had been elected at the previous annual stockholders meeting, pro-rated based on the number of days such director will actually serve before the one-year anniversary of such previous annual stockholders meeting, which RSUs will vest 100% one year from the date of grant, provided the non-employee director is providing services to the Company or a subsidiary on that date. Notwithstanding the foregoing, in the event of a non-employee director’s termination of service due to his or her death, all unvested RSUs will immediately become 100% vested. RSUs are awarded subject to such terms and conditions as established by the Compensation and Talent Management Committee, which may include the requirement that the holder forfeit the RSUs upon termination of service during the period of restriction. On December 19, 2025, the date of the Company's Annual Meeting of Stockholders in 2025, the Board approved a grant of 30,577 RSUs to each non-employee director.
Equity Compensation
| FOSSIL GROUP | 2026 PROXY STATEMENT | 19 |
FISCAL 2025 DIRECTOR COMPENSATION TABLE
FISCAL 2025 DIRECTOR COMPENSATION TABLE The following table provides information regarding director compensation for fiscal year 2025. Non-employee directors who join the Board during the fiscal year receive a pro-rated annual cash retainer.
FISCAL 2025 DIRECTOR COMPENSATION TABLE
| NAME(1)(2) | Fees Earned or Paid In Cash ($)(3) | Stock Awards ($)(4)(5) | Total ($) | | Mark Belgya(6) | 175,000 | — | 175,000 | | Pamela B. Corrie | 385,000 | 110,077 | 495,077 | | Susie Coulter | 370,000 | 110,077 | 480,077 | | Eugene Davis(6) | 485,000 | — | 485,000 | | Pamela J. Edwards(7) | 96,681 | 113,825 | 210,506 | | Kevin Mansell | 195,000 | 110,077 | 305,077 | | Marc Rey | 370,000 | 110,077 | 480,077 | | Wendy L. Schoppert(7) | 96,681 | 113,825 | 210,506 | | Gail B. Tifford | 155,000 | 110,077 | 265,077 |
FISCAL 2025 DIRECTOR COMPENSATION TABLE
(1) Mr. Fogliato was a director and Named Executive Officer during fiscal year 2025. Mr. Fogliato did not receive any additional compensation for services as a director. As such, information about his compensation is listed in the Fiscal 2025 and 2024 Summary Compensation Table below. (2) Our directors’ outstanding equity awards as of fiscal year end 2025 were as follows: Ms. Corrie — 30,577 RSUs; Ms. Coulter — 30,577 RSUs; Ms. Edwards — 33,043 RSUs; Mr. Mansell — 30,577 RSUs; Mr. Rey — 30,577 RSUs; Ms. Schoppert — 33,043 RSUs; and Ms. Tifford — 30,577 RSUs. (3) Consists of retainer fees. Mses. Corrie and Coulter and Messrs. Davis and Rey were members of the SPC in 2025. (4) Consists of an award of RSUs granted pursuant to the 2024 Plan to each director on December 19, 2025. 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 2025. 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 December 19, 2025, the date of grant for all directors, the midpoint of the high and low sales prices of our Common Stock was $3.60 per share. The amounts reported do not include any reduction in the value of the awards for the possibility of forfeiture. (5) Mses. Edwards and Schoppert were each automatically granted a one-time grant of 2,466 RSUs, effective as of the date of their appointment to the Board. This grant is equal to the grant they would have received if they had been elected at the previous annual stockholders meeting, pro-rated based on the number of days they will actually serve before the one-year anniversary of such previous annual stockholders meeting, which RSUs will vest 100% one year from the date of grant, provided each of them is providing services to the Company or a subsidiary on that date. (6) Messrs. Belgya and Davis did not stand for re-election at our 2025 Annual Meeting of Stockholders. Mses. Edwards and Schoppert joined the Board effective May 16, 2025.
FISCAL 2025 DIRECTOR COMPENSATION TABLE
| 20 | 2026 PROXY STATEMENT | FOSSIL GROUP |
2025 - 2026 DIRECTOR COMPENSATION ACTIONS
2025 - 2026 DIRECTOR COMPENSATION ACTIONS The Board believes that compensation paid to our non-employee directors should be competitive with other companies of comparable size and enable us to attract and retain candidates to serve as our directors. To align director interests with the long-term interests of our stockholders, non-employee directors receive a combination of cash and equity-based compensation for their service. On an annual basis, the Nominating and Corporate Governance Committee and the independent compensation consultant review and evaluate the Company’s compensation program for our non-employee directors. In December 2025, following this review by the Nominating and Corporate Governance Committee, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, approved an increase to the annual equity retainer and a decrease to the annual cash retainer for non-employee directors. On December 19, 2025, the date of the 2025 Annual Meeting of Stockholders, the value of the annual grant of RSUs received by non-employee directors was increased to $110,000 and the annual cash retainer was decreased to $90,000, effective January 1, 2026, for a total target compensation of approximately $200,000.
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE The following table provides information about the number of outstanding equity awards held by our NEOs at fiscal year-end 2025. The table also includes, where applicable, the value of these awards based on the closing price of our Common Stock on Nasdaq on December 31, 2025, which was $3.76 per share.
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE
| | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | 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 | 10/15/2024 | 750,000(1) | 2,820,000 | — | — | | | 4/15/2025 | — | — | 180,000(2) | 676,800 | | Randy Greben | 4/15/2025 | 150,000(3) | 564,000 | 70,000(2) | 263,200 | | Joe Martin | 4/15/2025 | 129,851(4) | 488,240 | 75,000(2) | 282,000 | | Jeffrey N. Boyer | 4/15/2023 | 13,571(5) | 51,027 | 13,570(6) | 51,023 | | | 4/15/2024 | 13,571(5) | 51,027 | 13,571(7) | 51,027 |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE
(1) This grant was made as a material inducement to Mr. Fogliato's 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) These PRSUs were granted under the 2024 Plan and will vest into shares of Common Stock on a 1-for-1 basis yearly, in three equal installments. Each yearly vest is subject to an increase in the number of shares to be issued based on the average fair market value of a share of the Common Stock over the last thirty consecutive trading days of the most recent calendar year prior to the vesting date. Vesting is generally subject to the recipient’s continued employment through that date. As required by the SEC’s disclosure rules, the number of PRSUs shown assumes that target levels of performance will be achieved. The Compensation and Talent Management Committee will determine the actual levels of performance achieved within 60 days of the vesting date. (3) This grant was made as a material inducement to Mr. Greben’s employment in accordance with Nasdaq Listing Rule 5635(c)(4). This grant vests one-third each year over three years following the grant date. (4) This grant was made as a material inducement to Mr. Martin’s employment in accordance with Nasdaq Listing Rule 5635(c)(4). This grant vests one-third each year over three years following the grant date. (5) Consists of RSUs issued under the Company’s 2016 Long-Term Incentive Plan (the “2016 Plan”). These grants vest one-third each year over three years following the grant date. (6) These PSUs were granted under the 2016 Plan and will vest, if at all, on April 15, 2026. Vesting is subject to satisfaction of the applicable performance criteria. In accordance with the Boyer Agreement, the final tranche of this grant was eligible to vest following his termination of service. 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. (7) These PSUs were granted under the 2016 Plan and will vest, if at all, on April 15, 2026. Vesting is subject to satisfaction of the applicable performance criteria. In accordance with the Boyer Agreement, the second tranche of this grant was eligible to vest following his termination of service. The third tranche of this grant was canceled. 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.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE
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 Jeffrey N. Boyer | Compensation Actually Paid to PEO Jeffrey N. Boyer | Summary Compensation Table Total for PEO Franco Fogliato | Compensation Actually Paid to PEO Franco Fogliato | 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) | | 2025 | $— | $— | $— | $— | $2,729,504 | $5,397,404 | $1,664,767 | $1,906,600 | $88.63 | $(77.8) | | 2024 | $1,161,703 | $1,161,703 | $1,359,664 | $1,444,996 | $4,572,040 | $5,614,540 | $1,016,294 | $985,701 | $43.85 | $(106.3) | | 2023 | $1,450,942 | $1,450,942 | $— | $— | $— | $— | $1,250,581 | $712,032 | $33.87 | $(156.7) |
PAY VERSUS PERFORMANCE
Columns (b) and (c). 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. In March 2024, Mr. Kartsotis left the Company. Columns (d) and (e). Mr. Boyer served as Interim Chief Executive Officer from March 13, 2024 until September 18, 2024. Columns (f) and (g). Mr. Fogliato joined the Company in September 2024. Columns (h) and (i). The following non-PEO NEOs are included in the average figures in Columns (h) and (i): 2023: Messrs. Boyer, Hart and McKelvey. 2024: Messrs. Hart, McKelvey, Skobe and Ms. Lowenkron. 2025: Messrs. Boyer, Greben and Martin. 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 the Executive Compensation section of this Proxy Statement for fiscal year 2025 and the Executive Compensation section of the proxy statement for each of fiscal years 2024 and 2023. Column (e). 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 each year: 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
PAY VERSUS PERFORMANCE
| 36 | 2026 PROXY STATEMENT | FOSSIL GROUP |
PAY VERSUS PERFORMANCE
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 (g). Reflects the “compensation actually paid” to Mr. Fogliato in each of 2025 and 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 each year: Amounts subtracted from the SCT total to calculate Compensation Actually Paid to Mr. Fogliato for 2025 and 2024, respectively, include ($174,600) and ($1,792,500) for the grant date fair value of stock awards granted in 2025 and 2024, respectively. Amounts added to (or subtracted from) the SCT total for 2025 and 2024, respectively, also include: $0 and $2,835,000 for the fair value of stock awards that were granted in the year and remain outstanding at the end of the year; $1,447,500 and $0 for the change in fair value of stock awards that were granted in prior years and are still outstanding at the end of each respective year; and $1,395,000 and $0 for the change in fair value of stock awards that were granted in prior years and vested during each respective year. Column (i). Reflects the average “compensation actually paid” for our non-PEO NEOs in each of 2025, 2024 and 2023, 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 2025, 2024 and 2023, respectively, include ($137,281), ($16,709) and ($327,913) 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 2025, 2024 and 2023, respectively, also include: $356,000, $16,864 and $121,983 for the average fair value of stock awards that were granted in the year and remain outstanding at the end of the year; $73,756, $12,435 and ($167,878) 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; ($24,994), ($29,837) and ($132,169) for the average change in fair value of stock awards that were granted in prior years and vested during each respective year; and ($25,648), ($13,347) and ($32,572) for the average fair value at the end of the prior fiscal year of any awards granted 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 2025, 2024 and 2023, 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 2025, 2024 and 2023, respectively.
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 27, which includes additional discussion of the objectives of our 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 margin as the financial performance metric for the 2023 and 2024 PSU awards and specified stock price hurdles as the financial performance metric for the 2025 PRSU awards. The short-term incentive program’s performance metrics include net sales, adjusted operating income and TAG operating expenses run rate savings for fiscal years 2023 and 2024 and net sales and adjusted operating income for fiscal year 2025. 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”.
NARRATIVE TO PAY VERSUS PERFORMANCE TABLE
| FOSSIL GROUP | 2026 PROXY STATEMENT | 37 |