SIG DEF 14A Report ended Feb. 1, 2020

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1.	Election of ten members of the Company’s Board of Directors to serve until the next annual meeting of shareholders of the Company or until their respective successors are elected in accordance with the Bye-laws of the Company.

2.	Appointment of KPMG LLP as independent auditor of the Company, to hold office from the conclusion of this Meeting until the conclusion of the next annual meeting of shareholders and authorization of the Audit Committee to determine its compensation.

3.	Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (the “Say-on-Pay” vote).

4.	Approval of an amendment to the Signet Jewelers Limited 2018 Omnibus Incentive Plan, including to increase the number of shares available for issuance thereunder.

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•	Date and Time: June 12, 2020 , 11:00 am, Eastern Time

•	Date proxy materials are first made available to Shareholders: May 1, 2020

•	Place: Virtual meeting to be held via live audio webcast at www.virtualshareholdermeeting.com/SIG2020

•	Record Date: April 17, 2020

•	Electronic voting prior to the Annual Meeting: Place your vote by visiting www.signetjewelers.com/shareholders .

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•	you appointed a proxy designated by the Board; or

•	the Chairman of the Meeting was appointed as your proxy because you submitted voting instructions (for other proposals) but did not name a proxy.

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(1)	Based upon a Schedule 13G/A filed on February 4,2020, BlackRock Inc. reported beneficial ownership of 8,380,484 Common Shares as follows: sole voting power over 8,167,547 Common Shares and sole dispositive power over 8,380,484 shares.

(2)

Based upon a Schedule 13D/A filed on June 14, 2019, Green Equity Investors VI, L.P. (“GEI VI”), Green Equity Investors Side VI, L.P. (“GEI Side VI”), LGP Associates VI-A LLC (“Associates VI-A”) and LGP Associates VI-B LLC (“Associates VI-B”), GEI Capital VI, LLC, Green VI Holdings, LLC, Leonard Green & Partners, L.P., LGP Management Inc., Peridot Coinvest Manager LLC, and Jonathan D. Sokoloff (collectively, “Leonard Green”) jointly reported shared voting and shared dispositive power of 7,239,263 Common Shares. The Schedule 13D reports 625,000 Preferred Shares, which as of the date of the Schedule 13D were convertible into 7,239,263 Common Shares of the Company. Since the filing of the 13D, the conversion rate has changed, and the 625,000 Preferred Shares are now convertible into 7,643,562 Common Shares.

(3)

Based upon a Schedule 13G/A filed on February 12, 2020, The Vanguard Group, Inc. (“Vanguard”) reported beneficial ownership of 5,864,547 Common Shares as follows: sole voting power over 50,476 Common Shares, shared voting power over 14,240 Common Shares, sole dispositive power over 5,806,813 Common Shares and shared dispositive power over 57,734 Common Shares. Vanguard reported that Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, is the beneficial owner of 43,494 Common Shares as a result of its serving as investment manager of collective trust accounts, and that Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard, is the beneficial owner of 21,222 Common Shares as a result of its serving as investment manager of Australian investment offerings.

(4)	Based upon a Schedule 13G/A filed on February 14, 2020, Causeway Capital Management LLC reported beneficial ownership of 3,840,304 Common Shares as follows: sole voting power over 2,059,184 Common Shares and sole dispositive power over 3,840,304 Common Shares.

(5)	Based upon a Schedule 13G/A filed on February 12, 2020, Dimensional Fund Advisors LP reported beneficial ownership of 3,004,989 Common Shares as follows: sole voting power over 2,898,855 Common Shares and sole dispositive power over 3,004,989 Common Shares.

(6)

Based upon a Schedule 13G filed on February 10, 2020, Susquehanna Securities, LLC (“SSL”), Susquehanna Investment Group (“SIG”), G1 Execution Services, LLC (“G1”), Susquehanna Fundamental Investments, LLC (“SFI”), as a group, reported beneficial ownership of 2,697,820 Common Shares as follows: shared voting and shared dispositive power over 2,697,820 Common Shares; sole voting and dispositive power over 2,649,290 Common Shares held by SSL; sole voting and dispositive power over 32,005 Common Shares held by SIG; sole voting power and dispositive power over 10,025 Common Shares held by G1; and sole voting and dispositive power over 6,500 Common Shares held by SFI. The address of the principal business office of G1 is 175 W. Jackson Blvd., Suite 1700, Chicago, IL 60604.

(7)

Based upon a Schedule 13G filed on April 27, 2020, D. E. Shaw & Company, L.P. and David E. Shaw (collectively, “D.E. Shaw”) jointly reported beneficial ownership of 2,661,969 Common Shares as follows: shared voting power over 2,608,869 Common Shares and shared dispositive power over 2,661,969 Common Shares. D.E. Shaw reported that the 2,661,969 Common Shares beneficially owned are composed of 1,246,011 shares in the name of D. E. Shaw Valence Portfolios, L.L.C., 246,579 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C., 18 shares in the name of D. E. Shaw Asymptote Portfolios, L.L.C., and 1,169,361 shares under the management of D. E. Shaw Investment Management, L.L.C.

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(1)	No Common Shares are pledged as security. All Common Shares are owned directly with the exception of Oded Edelman, a non-NEO executive officer, who holds 90,398 shares through a wholly-owned entity.

(2)	All holdings represent less than 1% of the Common Shares issued and outstanding. No Preferred Shares are held by our Directors or NEOs.

(3)	Director

(4)	CEO

(5)

GEI VI, GEI Side VI, Associates VI-A and Associates VI-B are the direct owners of 625,000 Preferred Shares that are convertible into 7,643,562 Common Shares. Mr. Sokoloff and Mr. Seiffer directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed to be an indirect beneficial owner of the shares owned by GEI VI, GEI Side VI, Associates VI-A and Associates VI-B. Mr. Sokoloff and Mr. Seiffer disclaim beneficial ownership of the shares except to the extent of their pecuniary interest therein.

(6)	Executive officer

(7)	Former executive officer

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•	Effectively running the Board, including an ongoing evaluation of its performance and that of individual Directors and the Board’s compliance with corporate governance requirements and best practices;

•	Consulting with and advising executive management about planned presentations to the Board, involving but not limited to, topics of longer-term strategy, medium-term plans, annual budgeting or, at the Chairman’s discretion, any other significant matters;

•	Consulting with and advising the CEO on contemplated executive management personnel selections, organizational alignment and responsibilities, and compensation recommendations;

•	Keeping the other independent Directors appropriately informed of developments within the business and shareholders’ attitudes toward the Company; and

•	Safeguarding Signet’s reputation and representing it both internally and externally.

•	Providing the executive leadership of the business;

•	Developing and presenting to the Board strategy, medium-term plans and annual budgets, and within this framework, the performance of the business;

•	Complying with legal and corporate governance requirements, together with the social, ethical and environmental principles of Signet; and

•	Making recommendations on the appointment and compensation of executive officers, management development and succession planning.

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•	People,

•	Responsible Sourcing,

•	Environmental Stewardship, and

•	Charitable Giving.

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•	Compensation for the executive officers is a mix of fixed and variable awards, with share-based compensation that vests in accordance with both time- and performance-based criteria;

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The executive officer annual incentive program is predominantly based on operating income and comparable store sales, which the Committee believes are closely tied to the creation of long-term shareholder value. Performance targets for executive officers, which are reviewed and approved by the Compensation Committee, are set in advance, and above-target payouts are reviewed to ensure a reasonable sharing of value created between management and shareholders. Financial performance is audited by the Company’s external auditors before amounts are paid out under the annual incentive program;

•	Short-term and long-term incentive programs use multiple performance metrics, including annual incentives focused on operating income and same store sales and performance-based restricted share units using three-year cumulative adjusted operating income and return on invested capital;

•	Equity compensation is a combination of annually granted time-based restricted shares that generally vest ratably over three years and performance-based restricted share units that vest over three-year overlapping vesting periods. This approach addresses longer “tail” risks as participants remain exposed to the risks associated with their decisions through their ongoing unvested awards;

•	Long-term incentives are awarded in the form of whole share awards (instead of options), driving long-term share value creation, rather than potentially rewarding share price volatility;

•	The Company maintains conservative equity utilization under share-based incentive plans;

•	The CEO and other executive officers, including all NEOs, are subject to share ownership requirements;

•	The Company prohibits hedging, pledging or speculation of Company shares by employees and Directors;

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The Company has a clawback policy that applies to all employees who receive incentive awards and to all short- and long-term incentives in the event of an overpayment. Certain repayment obligations may be triggered if there is a material restatement of the financial statements. Similarly, in the interest of fairness, should a restatement result in an underpayment of incentive compensation, the Company will make up any difference; and

•	The 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 annual and long-term incentive

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•	Act in accordance with the laws and customs of each country in which it operates;

•	Adopt proper standards of business practice and procedure;

•	Operate with integrity; and

•	Observe and respect the culture of each country in which it operates.

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•	Reviewing the Company’s financial statements, related audit findings and earnings releases and accounting principles and policies;

•	Recommending for appointment or termination by shareholders the Company’s independent registered public accounting firm and providing oversight of the independence, performance and compensation of such firm, as well as the proposed scope of the audit;

•	Approving in advance all audit and non-audit services by the independent registered public accounting firm;

•	Providing oversight of internal control over financial reporting, disclosure controls and procedures and risk management;

•	Reviewing the effectiveness of the Company’s internal auditors and Disclosure Control Committee;

•	Overseeing procedures for complaints regarding accounting, internal accounting controls, auditing or other matters;

•	Overseeing the Company’s cybersecurity protocols; and

•	Reviewing and approving related person transactions in accordance with the Company’s Related Party Transaction Policy.

•	Approving the overall compensation philosophy;

•	Approving annual and long-term performance targets for executive officers;

•	In consultation with the Chairman, evaluating the performance of the CEO and, in consultation with the CEO, evaluating the performance of the officers reporting to the CEO against corporate goals and objectives, and determining the total compensation earned by each person;

•	Recommending to the Board for approval all severance and other agreements with executives and material employee benefit plans, including retirement and incentive compensation plans;

•	Approving any share-based compensation awarded to employees of the Company; and

•	Appointing, compensating and assessing the work of any compensation consultant, independent legal counsel or other advisor retained by the Compensation Committee.

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•	Assisting the Board in the selection and nomination of Directors;

•	Reviewing the composition and balance of the Board and its Committees,

•	CEO, Chairman and Board succession planning, as well as oversight of succession planning for other executive officers;

•	Coordinating and overseeing the annual evaluation of the Board and its Committees; and

•	Assisting the Board in the consideration and development of appropriate corporate governance guidelines and other matters of corporate governance.

•	Defining the Company’s corporate and social obligations as a responsible citizen and overseeing conduct in the context of those obligations and the creation of appropriate policies and supporting measures;

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•	Monitoring the Company’s engagement with external stakeholders and other interested parties regarding CSR initiatives and programs;

•	Monitoring the Company’s overall approach to corporate responsibility and ensuring alignment with the overall business strategy;

•	Overseeing the implementation and effectiveness of appropriate policies and systems in place relating to community relations, human rights and responsible supply chain management;

•	Monitoring the implementation of appropriate policies and initiatives with respect to energy management, climate change, carbon footprint, waste management and sustainable sourcing;

•	Monitoring community support programs and ensuring appropriate corporate giving policies are adopted;

•	Overseeing and monitoring the Company’s culture to create a diverse and productive workplace; and

•	Reviewing the Company’s annual Corporate Social Responsibility Report.

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(1)	Audit-related fees consisted principally of assurance-related services that are reasonably related to the performance of the audit or review of financial statements.

(2)	Tax fees consisted principally of professional services rendered for tax compliance and advisory services.

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•	The quality and efficiency of KPMG’s historical and recent performance on the Company’s audit;

•	KPMG’s capability and expertise;

•	The quality and candor of communications and discussions with KPMG;

•	The ability of KPMG to remain independent;

•	External data relating to audit quality and performance (including recent PCAOB reports on KPMG and its peer firms);

•	The appropriateness of fees charged; and

•	KPMG’s tenure as the Company’s independent public accountants and familiarity with its operations, businesses, accounting policies and practices, and internal control over financial reporting.

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

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

•	Evaluates the competitiveness of each executive officer’s compensation package against our peer group, along with other factors such as an executive officer’s level of experience, the Company’s desire to retain the executive and the availability of replacement personnel;

•	Reviews tally sheets covering all elements of compensation, including benefits, perquisites 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

•	Approves and recommends to the full Board any changes to the total compensation package of each executive officer, including but not limited to, base salary, annual and long-term incentive award opportunities, payouts and retention programs.

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

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

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

•	Ongoing support with regard to the latest relevant regulatory, governance, technical and financial considerations impacting executive compensation and benefit programs;

•	Assistance with the design of executive compensation or benefit programs, as needed;

•	Annual review of the compensation benchmarking peer group; and

•	Other items as determined appropriate by the Chair of the Compensation Committee.

•	International retail operations;

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

•	Revenue approximating those of Signet’s, generally ranging from half to twice the Company’s revenue.

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•	Five times annual base salary: CEO

•	Three times annual base salary: All other NEOs

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( 1)	The amounts reflected in the table above for Fiscal 2020 reflect actual salaries earned, which may differ from the annualized base salaries disclosed in section “CDA - Elements of NEO Compensation - Base Salary.”

(2)	The amounts in the table above for Fiscal 2020 reflect the payout of a retention payment for Ms. Santana from the notice date of her termination through April 30, 2019; a sign-on bonus for Ms. Finn; and a special award granted to Ms. Singleton.

(3)

In accordance with FASB ASC Topic 718, the amounts calculated are based on the aggregate grant date fair value of the restricted shares and restricted share units (in the column entitled “Stock Awards”) in the year of grant based upon target value of performance conditions. For information on the valuation assumptions, refer to note 26 in Signet’s Annual Report on Form 10-K for Fiscal 2020 . The amounts in the table above reflect the total value of the performance-based restricted share units at the target (or 100%) level of performance achievement plus time-based restricted shares.

(4)	The amounts in the table above reflect actual STIP awards earned. See “CDA - Elements of NEO Compensation - Annual Bonus under the Short-Term Incentive Plan (“STIP”).”

(5)	The following table provides the incremental Fiscal 2020 cost to the Company for each of the elements included in the column:

(a)	Amounts reported for Ms. Hilson and Ms. Finn consist of grossed-up relocation payments.

(b)	Amount reported for Ms. Santana reflects salary continuation payments from her termination date of April 30, 2019 of $511,538, COBRA payments of $13,017 and reimbursement of outplacement services of $10,922 pursuant to her separation agreement. See “NEO Agreements - Separation Agreement” for more information.

(6)	Ms. Santana’s service as Chief Financial Officer ceased on April 3, 2019, but she remained employed as an advisor through April 30, 2019.

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(a)	As a result of Ms. Santana’s separation, no performance-based restricted shares units were granted to her during Fiscal 2020.

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(1)

Represents bonus opportunities under the Company’s annual bonus plan for Fiscal 2020. The target bonus levels for Fiscal 2020 expressed as a percentage of base salary were 150% for Ms. Drosos and 75% for the other NEOs, and the maximum bonus levels were 300% for Ms. Drosos and 150% for the other NEOs, based on goals established by the Compensation Committee for target STIP Operating Income. For a more detailed description of the Company’s annual bonus plan, including a discussion of the Company’s performance with respect to goals and amounts awarded to the NEOs in Fiscal 2020, see “CDA - Annual Bonus under the Short-Term Incentive Plan (“STIP”)” above.

(2)

Represents performance-based restricted share units granted under the Omnibus Plan. Under the terms of these awards, the restricted share units will vest at the end of the third fiscal year following the grant dates subject to achievement of performance goals and continued service. Vesting may be prorated upon certain terminations of employment or change of control events. Under the terms of these awards, the restricted share units will be forfeited in the event the Company fails to achieve minimum cumulative LTIP Operating Income and LTIP ROIC goals for the 3-year performance period covering Fiscal 2020 through Fiscal 2022.

(3)

Represents time-based restricted share awards granted under the Omnibus Plan. One third of these time-based restricted shares will vest 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. Time-based restricted shares accrue dividends while restricted, which are paid if and when the awards vest.

(4)

Represents a special award of time-based restricted share units granted under the Omnibus Plan. Half of these time-based restricted share units will vest on each of the first and second anniversary of the grant date subject to continued service. Vesting may be prorated upon certain terminations of employment or change of control events. Time-based restricted share units do not accrue dividends while restricted.

(5)	Payouts of non-equity incentive plan awards may range from $0 to the maximum as described above. Below threshold level, nothing is paid to the NEOs; performance must meet or exceed threshold level to earn any bonus payment, which is paid on a linear basis from 0% to 100% of the target and 100% to 200% of the target.

(6)	Payouts of equity incentive plan awards may range from 0 shares to the maximum as described above. At threshold level, 25% is paid to the NEOs.

(7)	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.

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(1)	Calculated using the closing market price of the Company’s Common Shares on February 1, 2020 , the last business day of Fiscal 2020 ( $24.31 per share).

(2)	The grant date for this award was August 1, 2017. One third of this grant vests on each of the first, second and third anniversary of the grant date. As of February 1, 2020, the awards outstanding represent the amounts eligible for vesting on the third anniversary of the grant date.

(3)	The grant date for this award was April 25, 2018. One third of this grant vests on each of the first, second and third anniversary of the grant date. As of February 1, 2020, the awards outstanding represent the amounts eligible for vesting on the second and third anniversaries of the grant date.

(4)	The grant date for this award was April 25, 2019. One third of this grant vests on each of the first, second and third anniversaries of the grant date.

(5)	This award vested on February 1, 2020 and lapsed as a result of performance below the 3-year cumulative threshold as determined by the Compensation Committee. Amount reported reflects payout at threshold, which is 25% of target, as a result of performance trending below threshold through the previous fiscal year.

(6)	The Compensation Committee will determine whether this grant will vest within 70 days following January 30, 2021. Amount reported reflects payout at threshold, which is 25% of target, as a result of performance trending below threshold through the previous fiscal year.

(7)	The Compensation Committee will determine whether this grant will vest within 70 days following February 1, 2022 . Amount reported reflects payout at maximum, which is 200% of target, as a result of performance trending above target through the previous fiscal year.

(8)	The grant date for this award was March 18, 2019. One third of this grant vests on each of the first, second and third anniversaries of the date of grant.

(9)	The grant date for this award was April 7, 2017. One third of this grant vests on each of the first, second and third anniversary of the grant date. As of February 1, 2020, the awards outstanding represent the amounts eligible for vesting on the third anniversary of the grant date.

(10)	The grant date for this award was August 14, 2019. Half of this grant vests on each of the first and second anniversary of the date of grant. As of February 1, 2020, the awards outstanding represent the amounts eligible for vesting on the second and third anniversaries of the grant date.

(11)	The grant date for this award was June 15, 2018. One third of this grant vests on each of the first, second and third anniversary of the grant date. As of February 1, 2020, the awards outstanding represent the amounts eligible for vesting on the second and third anniversaries of the grant date.

(12)

The grant date for this award of restricted share units was September 4, 2018. 1,000 shares of this award vest on the first anniversary of the grant date, 2,000 shares vest on the second anniversary of the grant date and 3,000 shares vest on the third anniversary of the grant date. As of February 1, 2020, the awards outstanding represent the amounts eligible for vesting on the second and third anniversary of the grant date.

(13)	Represents the prorated number of shares Ms. Santana is eligible to receive based on the number of calendar days that have elapsed since the beginning of the applicable performance cycle through April 30, 2019, her termination date.

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

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

(3)	Aggregate earnings represent interest credited to each executive’s account based on the crediting rate of interest declared for the year. For Fiscal 2020 , this rate did not exceed 120% of the applicable U.S. federal long-term rate. As such, no amounts are reported in the Summary Compensation Table.

(4)	In Fiscal 2020 , aggregate withdrawals for each NEO related to the payment of required tax withholdings for earnings on non-qualified deferred compensation balances and scheduled payouts made based on the terms of the DCP.

(5)	The aggregate balance reported as of February 1, 2020 for each executive includes the following amounts that were reported in the Summary Compensation Table in the proxy statements from prior years:

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•	payment of the sum of base salary and target annual bonus for twelve months following the date of termination;

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

•

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 that have elapsed since the beginning of the applicable performance cycle through the date of termination, payable in accordance with the LTIP, 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 that have elapsed since the beginning of the applicable vesting cycle through the date of termination, payable in accordance with the LTIP; and

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

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

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

•	awards granted pursuant to the LTIP, shall 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; and

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

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•	continued payment of base salary for twelve months following the date of termination;

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

•

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 that have elapsed since the beginning of the applicable performance cycle through the date of termination, payable in accordance with the LTIP 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 that have elapsed since the beginning of the applicable vesting cycle through the date of termination, payable in accordance with the LTIP; and

•	if the NEO 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.

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

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

•

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

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•	continued payment of base salary through April 30, 2020;

•	an annual bonus for Fiscal 2020 based on actual performance for the full fiscal year;

•	with respect to the time-based restricted stock awards granted on April 7, 2017, and April 25, 2018, pro rata vesting based on the number of calendar days that have elapsed since the beginning of the applicable vesting cycle through April 30, 2019;

•

with respect to the performance-based restricted stock unit awards granted on April 27, 2017, and April 25, 2018, 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 that have elapsed since the beginning of the applicable performance cycle through April 30, 2019;

•	if Ms. Santana elects coverage under COBRA, a cash payment equal to the employer contribution to the premium payment for actively employed senior executives, payable monthly through April 30, 2020;

•	a lump sum payment of up to $60,000 for reasonable outplacement services and affiliated job search expenses, for a period of up to one (1) year following the Termination Date;

•	a lump sum payment of up to $10,000 for legal fees incurred in connection with the Separation Agreement;

•	retention of her Company-provided iPhone; and

•	an appreciation gift per Company policy.

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•	Involuntary termination of employment without cause;

•	Termination due to death;

•	Termination due to disability;

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

•	Involuntary termination without cause following a change of control.

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(1)	Payments are subject to the execution of a release of claims and compliance with restrictive covenants.

(2)

Executives are entitled to the annual bonus for the fiscal year of termination based on actual performance. In the case of involuntary termination without cause, Ms. Drosos is entitled to target annual bonus in addition to her prorated bonus payment in the year of termination. In the case of termination following a change of control, Ms. Drosos is entitled to 1.5 times her target annual bonus in addition to her actual bonus payment in the year of termination.

(3)	Ms. Drosos will also receive these payments if the Company elects not to renew her termination protection agreement at the end of any term.

(4)	Executives are entitled to the pro-rata annual bonus for the fiscal year of termination based on actual performance.

(5)	Ms. Drosos will also receive these payments if the Company elects not to renew her termination protection agreement at the end of any term within one year following a change of control.

(6)

Performance-based restricted share unit (“PSU”) awards granted in Fiscal 2019 and Fiscal 2020 are earned based on actual performance during the full performance period in the event of an involuntary termination without cause, termination with good reason within one year following a change in control or retirement. Since the performance periods for those grants have not been completed, the values reflect target performance, which may be higher or lower than actual performance. In the event of a change in control, the table assumes that awards are substituted in connection with the transaction and PSU awards will convert to time-based restricted share awards, based on actual performance through the time of the change of control compared to pro-rated performance targets. PSUs vest at target in the event of death per the terms of the termination protection agreements, so awards granted in Fiscal 2018 are included at target, despite the Committee determining these awards vested at 0%.

(7)	In the event of a change in control, the table assumes that awards are substituted in connection with the transaction.

(8)	Ms. Santana departed from the Company effective April 30, 2019 and received the compensation described above under “NEO Agreements - Separation Agreement.”

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•	As of January 20, 2019, the employee population consisted of 37,104 individuals working at Signet and its consolidated subsidiaries, with employees located in North America, Europe, Asia and Africa.

•	To determine the “median employee,” the Company used base pay plus bonus and commissions, as applicable, as its measure of compensation.

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(1)	Securities indicated include non-qualified stock options and time-based and performance-based restricted share units. Performance-based restricted share units included reflect vesting upon achievement of maximum levels of applicable performance conditions.

(2)	Excludes any unvested time-based and performance-based restricted share units.

(3)	The shares remaining available for issuance may be issued in the form of stock options, restricted stock, time-based and performance-based restricted share units or other stock awards under the Omnibus Plan.

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(1)	Only includes PSUs that have vested and multiplies the number of included RSUs, PSUs and restricted shares by a factor of 1.5 when calculating burn rate.

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(1)

All currently outstanding options and a portion of the outstanding restricted shares, RSUs and PSUs were granted under the Signet Jewelers Limited 2009 Omnibus Incentive Plan (the “2009 Plan”). Although shares may be delivered pursuant to outstanding awards granted under the 2009 Plan, shares are no longer available for grant under the 2009 Plan and were not transferred to the Omnibus Plan upon effectiveness of the Omnibus Plan. In the event that any outstanding award under the 2009 Plan expires, is forfeited, canceled or otherwise terminated without the issuance of Common Shares or is otherwise settled for cash, the Common Shares retained by the Company will be available for future awards under the Omnibus Plan.

(2)	Includes 1,610,382 shares under outstanding PSUs, 1,891,773 shares under outstanding RSUs, and 415,299 outstanding time-based restricted shares as of April 27, 2020, and reflects the maximum number of shares which may be earned under each outstanding award.

•	Independent Committee . The Omnibus Plan is administered by the Compensation Committee, which is composed entirely of independent directors who meet NYSE standards for independence and are “non-employee directors” under Rule 16b-3(b)(3) of Section 16 of the Exchange Act (“Section 16”).

•	No Discounted Stock Options or SARs . All stock option and SAR awards under the Omnibus Plan must have an exercise or base price that is not less than the fair market value of the underlying Common Shares on the date of grant. On April 17, 2020, the closing price per Common Share on NYSE was $8.01.

•	No Repricing; No Cash Buyout of Underwater Options or SARs . Other than in connection with a corporate transaction affecting the Company, the Omnibus Plan prohibits any repricing of options or SARs and the cash buy-out of underwater options or SARs without shareholder approval.

•	No “Evergreen” Share Reserve . The Omnibus Plan includes a limited Share Reserve (as defined below) and does not include any “evergreen” provisions for annual, automatic increases to the Share Reserve.

•	Minimum Vesting . The Omnibus Plan imposes a one-year minimum vesting period for all equity-based awards, other than awards up to a maximum of 5% of the Share Reserve.

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No Dividends Paid on Unvested Awards, Options or SARs . For any awards providing for a right to dividends or dividend equivalents, if dividends are declared during the period that such award is outstanding, such dividends (or dividend equivalents) shall be subject to vesting requirements prior to payment to the same extent as the applicable award. No dividends are paid with respect to options or SARs, and the Company does not grant dividend equivalents on options or SARs.

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No “Liberal” Change of Control Definition or Single-Trigger Vesting upon a Change of Control . The Change of Control definition in the Omnibus Plan is not “liberal” and, for example, would not occur merely upon shareholder approval of a transaction. A change of control must actually occur in order for the Change of Control provisions of the Omnibus Plan to be triggered. The Omnibus Plan does not provide for automatic acceleration of equity awards in connection with a change of

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•	Clawback Policy . In addition to any compensation recovery, “clawback” or similar policy made applicable by law or stock exchange listing requirements, awards under the Omnibus Plan are subject to the Company’s own clawback policy, as described under “Compensation Discussion and Analysis - Other Policies and Procedures - Clawback Policy.”

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(1)	We pay annual cash retainers in quarterly installments.

(2)	Split into a cash amount of $280,000 and $220,000 paid in Common Shares on the day of the Annual Meeting of Shareholders.

(3)	Split into a cash amount of $105,000 and $140,000 paid in Common Shares on the day of the Annual Meeting of Shareholders.

(1)

In accordance with FASB ASC Topic 718, the amounts calculated are based on the aggregate grant date fair value of the shares (in the column entitled “Stock awards”). Shares were granted to all independent directors who were appointed to the Board at the 2019 Annual Meeting of Shareholders on the day of such Meeting. For information on the valuation assumptions, refer to Note 26 in the Signet Annual Report on Form 10-K for Fiscal 2020 .

(2)	Ms. Miller Parrs’ and Mr. Plaskett’s service on the Board ended June 14, 2019, when they were not re-nominated as director candidates in accordance with the Company’s Director Tenure Policy.

(3)	Mr. Sokoloff’s and Mr. Seiffer’s cash fees were payable to Leonard Green & Partners L.P.

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Article 1.	Establishment & Purpose

Article 2.	Definitions

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Article 3.	Administration

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Article 4.	Eligibility and Participation

Article 5.	Shares Subject to the Plan and Maximum Awards

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Article 6.	Stock Options

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Article 7.	Stock Appreciation Rights

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Article 8.	Restricted Stock

Article 9.	Restricted Stock Units

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Article 10.	Other Share-Based Awards

Article 11.	Cash Awards

Article 12.	Compliance with Section 409A of the Code and Section 457A of the Code

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Article 13.	Adjustments

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Article 14.	Forfeiture Events

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Article 15.	Duration, Amendment, Modification, Suspension, and Termination

Article 16.	General Provisions

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(a)	Obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and

(b)	Completion of any registration or other qualification of the Shares under any applicable national, state or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable.

(c)	Modify the terms and conditions of any Award granted to Eligible Persons outside the United States to comply with applicable foreign laws;

(d)	Take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local government regulatory exemptions or approvals; and

(e)	Establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable. Any subplans and modifications to Plan terms and procedures established under this Section 16.8 by the Committee shall be appendices of the Plan.

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