André Branch

About André V. Branch

André V. Branch, 53, is an independent director of Signet Jewelers Limited (SIG) serving since February 2021. He is Senior Vice President and General Manager of MAC Cosmetics North America at Estée Lauder Companies (since March 2020), holds an MBA from the University of Michigan and a BA in Economics from the University of Maryland, and is NACD Directorship Certified, bringing 25+ years of omnichannel, brand, and marketing leadership across CPG and beauty.

Past Roles

External Roles

Board Governance

• Independence and tenure: Independent director since Feb 2021; confirmed independent by the Board under NYSE standards.
• Committee assignments: Audit Committee (member) and Finance Committee (member). Audit Committee members are financially literate and designated audit committee financial experts.
• Attendance and engagement: In FY2025, the Board met 7 times; average incumbent director attendance >92%. No incumbent director fell below 75% attendance except Mr. Seiffer (Branch is not the exception). Directors are required to attend the annual meeting; all directors at the time attended in June 2024 except one. Executive sessions of independent directors occur at each regular meeting.
• Board practices: Separate independent Chair; annual board/committee/director evaluations (periodically external); no directors over-boarded; shareholder engagement channels in place.

Committee participation (FY2025 meetings):

Fixed Compensation

Director pay is a mix of cash retainers and time-based RSUs; no meeting fees.

• Independent Director Compensation Policy (effective FY2025): Annual board retainer $265,000 (cash $105,000; RSUs $160,000, one-year cliff vesting). Committee chair premiums: Audit $30,000; HCMC $25,000; Governance & Technology $20,000; Corporate Citizenship & Sustainability $20,000; Finance $20,000 (cash). Chair premium: additional $235,000 (cash $95,000; RSUs $140,000).

FY2025 compensation for André V. Branch:

Additional RSU grant (after FY2025 cycle):

• July 1, 2025: 2,014 RSUs granted; vest 100% on first anniversary; settle in common shares upon vesting.

Performance Compensation

• Directors do not receive performance-based bonuses or PSUs; annual equity is time-based RSUs with one-year cliff vesting. No performance metrics apply to director compensation.

Other Directorships & Interlocks

• Related parties: The company states no material related-party transactions involving any directors or the CEO. All related-person transactions are reviewed under a formal policy; none pertaining to Branch are disclosed.

Expertise & Qualifications

• Omnichannel and digital commerce leadership; brand building in luxury/CPG; general management (P&L).
• Audit oversight: Member of Audit Committee designated as an audit committee financial expert (committee-level designation applies to all members).
• Education and governance: MBA (University of Michigan), BA Economics (University of Maryland), NACD Directorship Certified.

Equity Ownership

• Beneficial ownership as of May 15, 2025: | Holding | Amount | |---|---| | Common shares (direct) | 4,895 | | Shares acquirable within 60 days (RSUs) | 1,641 | | Total beneficial ownership | 6,536 (<1% of outstanding) | | Pledged shares | None |

• Ownership policy: Directors must hold ≥3x the value of annual share award within five years of election; as of May 19, 2025, all independent directors met requirements except a newly added director (Cochran). Branch is in compliance. Hedging and pledging of company stock by directors is prohibited.

Insider Trades

Note: Proxy table confirms 1,641 RSUs included in beneficial ownership as of May 15, 2025.

Governance Assessment

• Strengths for investor confidence:

  • Independent director with relevant omnichannel and brand expertise; serves on Audit and Finance (capital allocation and risk) committees. Audit Committee members (including Branch) are designated financial experts, supporting financial oversight quality.
  • Attendance thresholds met (only one director fell below 75%, not Branch); independent director executive sessions each meeting; robust board evaluation (including external facilitation).
  • Director ownership policy in place and met by Branch; prohibitions on hedging/pledging enhance alignment.
  • No material related-party transactions involving directors; formal related-party review policy.
  • Recent Say‑on‑Pay support was 99.3% (FY2024 program), signaling broad shareholder support for pay practices (context for overall governance climate).

• Watch items:

  • One open‑market sale in May 2025 under a pre‑planned 10b5‑1 program; neutral signal given pre‑arranged plan and continued equity exposure via RSUs and ownership guidelines.
  • No other public company directorships disclosed—reduces over‑boarding risk but also limits cross‑board information flow; company states no director is over‑boarded.

• RED FLAGS: None identified specific to Branch—no attendance issues, no pledging/hedging, no related‑party transactions, and compensation structure for directors is standard (cash + time‑based RSUs).