Dontá Wilson - Director | SIGNET JEWELERS (SIG) Executive Profile & Compensation

About Dontá L. Wilson

Independent director since February 2021; age 48. Wilson is Chief Consumer & Small Business Banking Officer at Truist Financial Corporation, leading >20,000 teammates across ~1,900 branches, overseeing core consumer deposit/loan products, marketing, analytics, client experience, and digital transformation; prior roles include Chief Retail & Small Business Banking Officer and Chief Digital & Client Experience Officer . Education: MBA, University of Maryland; BS in Management, University of North Carolina at Charlotte; Tuck Executive Program (Dartmouth); Truist Banking School (Wake Forest) . The Board affirms his independence under NYSE standards .

Past Roles

Organization	Role	Tenure	Committees/Impact
Truist Financial Corporation	Chief Consumer & Small Business Banking Officer	Nov 2023–present	Leads >20,000 teammates; ~1,900 branches; oversees core consumer banking products; marketing/analytics; client experience; digital transformation; Operating Council
Truist Financial Corporation	Chief Retail & Small Business Banking Officer	Mar 2022–Nov 2023	Led retail and small business segments
Truist Financial Corporation	Chief Digital & Client Experience Officer	2018–2022	Enterprise digital, client experience; tech-driven transformation
Truist Financial Corporation	Group/State President, Georgia	2014–2016	Regional leadership and growth
Truist Financial Corporation	President, Alabama	2009–2014	Regional leadership and growth

External Roles

Organization	Role	Tenure	Committees/Impact
Truist Financial Corporation (NYSE:TFC)	Executive Leadership Team member	2016–present	Operating Council; enterprise marketing, analytics, client experience strategy, digital banking, transformation & innovation

Board Governance

Committee assignments: Finance; Human Capital Management & Compensation (not a chair) .
Independence: Independent director (all directors except CEO are independent) .
Attendance and engagement: Board met 7 times in Fiscal 2025; average incumbent director attendance >92%; executive sessions of independent directors at each regularly scheduled board meeting . HCMC held 6 meetings; Finance held 5 meetings in Fiscal 2025 .
Overboarding: Company states no directors are over-boarded .
Shareholder alignment signals: Prohibition on pledging/hedging by directors; director ownership policy in place; strong say‑on‑pay support (99.3% in June 2024) .

Fixed Compensation

Component	Amount	Notes
Annual Board Retainer (independent directors)	$265,000	$105,000 cash paid quarterly; $160,000 RSUs granted at AGM, one‑year cliff vesting
Committee chair fees	$20,000–$30,000	Audit $30k; HCMC $25k; GT $20k; CCS $20k; Finance $20k; paid in cash
Wilson – Fiscal 2025 cash fees	$105,000	As disclosed in director compensation table
Wilson – Fiscal 2025 stock awards (RSUs)	$147,001	Grant‑date fair value under ASC 718; annual RSUs vest in one year
Wilson – Fiscal 2025 total	$252,001	Cash + equity

Performance Compensation

Element	Structure	Performance Metrics	Vesting
Annual equity for directors	RSUs	None (time‑based only)	One‑year cliff vesting from grant date

Directors do not receive PSUs, options, or STIP/LTIP tied to revenue/EBITDA/TSR; maximums, clawbacks, and performance goals described in the proxy apply to executives, not directors .

Other Directorships & Interlocks

Company	Role	Committee roles	Notes
None disclosed	—	—	No other public company directorships disclosed for Wilson .

Expertise & Qualifications

Domain expertise: Consumer banking at scale; sales leadership; digital transformation; brand equity; financial, marketing, and data analytics; client experience strategy .
Education: MBA (University of Maryland); BS Management (UNC Charlotte); executive programs at Dartmouth Tuck and Wake Forest .

Equity Ownership

Holder	Common Shares Owned	Shares Acquirable within 60 days	Total Beneficial Ownership	% of Class	Pledged/Hedged
Dontá L. Wilson	7,874	1,641	9,515	<1%	None (pledging/hedging prohibited; table footnote indicates no pledged shares)
Director Ownership Policy	3× annual share award within 5 years	—	Compliance status	Achieved for all independent directors except Ms. Cochran, who joined in Feb 2024	Wilson is in compliance

Governance Assessment

Strengths
- Independent director with deep consumer banking, digital and analytics expertise; sits on Finance and HCMC, aligning his skill set to capital allocation, credit program oversight, talent and compensation governance .
- Strong director alignment: ownership policy in place; Wilson meets requirements; hedging/pledging prohibited; no material related party transactions involving directors or CEO; robust clawback policy at company level .
- Board process quality: annual board/committee/director evaluations with periodic external facilitation; executive sessions each meeting; clear committee charters and risk oversight delineation –.
Potential conflicts or red flags
- External executive role at a large bank while serving on SIG’s Finance Committee overseeing credit program strategy; however, the proxy discloses no material related party transactions involving Wilson, and independence is affirmed, with related person transactions reviewed by the Audit Committee under policy .
- Attendance: while individual rates aren’t disclosed, only Mr. Seiffer was noted below 75% in Fiscal 2025; this suggests Wilson met minimum attendance thresholds .
Investor implications
- Wilson’s operational banking and digital background is additive for SIG’s omnichannel transformation and customer financing strategies; his presence on HCMC and Finance supports oversight of talent, pay practices, and capital allocation/credit risk—areas material to margin durability and growth .
- Clean related‑party profile and compliance with ownership guidelines support investor confidence; strong prior say‑on‑pay vote indicates shareholder support for compensation governance framework .