Helen McCluskey
SIGNET JEWELERSAbout Helen McCluskey
Helen McCluskey, age 70, is the independent Chair of Signet Jewelers’ Board, having joined the Board in August 2013 and becoming Chair effective immediately following the 2024 Annual Meeting (June 28, 2024), subject to re-election by shareholders . She is the former President & CEO of The Warnaco Group, Inc. (2012–2013) and previously held senior roles at Warnaco (COO in 2010; Group President, Intimate Apparel from 2004), Liz Claiborne (2001–2004), Playtex Apparel (1983–2001), and Firestone Tire & Rubber (1977–1983) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Warnaco Group, Inc. | President & CEO; Board Director | 2012–2013 | Led public-company operations pre-acquisition by PVH; retired post-transaction |
| The Warnaco Group, Inc. | Chief Operating Officer | 2010 | Operational leadership preceding elevation to CEO |
| Warnaco Group (Intimate Apparel) | Group President | 2004–2010 | Strategy, merchandising, branding oversight |
| Liz Claiborne Inc. | Various senior roles | 2001–2004 | Increasing responsibilities in brand/merchandising |
| Playtex Apparel, Inc. | Various roles | 1983–2001 | Company later acquired by Sara Lee in 1991 |
| Firestone Tire & Rubber Company | Roles (early career) | 1977–1983 | Operations foundation |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Abercrombie & Fitch Co. | Director (public company) | Feb 2019–Present | Current public board; retail expertise |
| PVH Corporation | Independent Director | 2013–2014 | Post-Warnaco retirement |
| Dean Foods Company | Director | Nov 2015–May 2020 | Prior public director |
| Avon Products Inc. | Director | Jul 2014–Jan 2020 | Prior public director |
Board Governance
- Independent Chair separate from CEO; roles delineated—Chair runs the Board, governance, and stakeholder communications; CEO runs operations, strategy presentation, and management development .
- Board independence: 11 independent directors plus the Chair; McCluskey affirmed independent under NYSE standards; no relationships impacted independence of any independent directors .
- Committee membership: As Chair (2025), McCluskey does not serve on standing committees; previously served on Governance & Technology (GT) and Finance (FC) Committees and ceased those roles upon becoming Chair after the 2024 Annual Meeting .
- Attendance: Board met seven times in Fiscal 2025; average incumbent director attendance over 92%; all incumbent directors attended at least 75% of meetings except one (Mr. Seiffer) .
- Annual meeting attendance: All directors are required to attend; all directors attended the June 2024 annual meeting except one with a conflict .
- Executive sessions: Independent directors meet regularly in executive session; the Chair presides .
- Board refreshment/tenure policy: Directors generally step down after their 12th anniversary unless the Board determines otherwise; resignations considered upon significant job changes; diversity and a skills matrix guide nominations .
Fixed Compensation
| Component | Amount | Structure/Notes |
|---|---|---|
| Annual Board Retainer (Independent Directors) | $265,000 | Split: $105,000 cash (quarterly) + $160,000 RSUs (grant at AGM; 1-year cliff vest) . |
| Additional Annual Retainer to Board Chair | $235,000 | Split: $95,000 cash (quarterly) + $140,000 RSUs (AGM grant; 1-year cliff vest) . |
| Committee Chair Retainers | $30,000 (Audit); $25,000 (HCMC); $20,000 (GT/CCS/FC) | Paid to committee chairs only . |
| Board Chair Total Compensation (post-6/28/2024) | $500,000 | Rebalanced: 40% cash ($200,000), 60% equity ($300,000) for alignment with other independent directors . |
| Fiscal Year | Fees Earned/Paid in Cash | Stock Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| 2024 | $114,176 | $160,433 | $274,609 |
| 2025 | $153,028 | $274,327 | $428,755 |
- 2025 compensation reflects pro-rated Board Chair fee transition from H. Todd Stitzer to McCluskey effective June 28, 2024 .
- Director cash retainers paid quarterly; RSUs have one-year cliff vesting from grant date (AGM) .
- Committee meetings held in Fiscal 2025: Audit (6), HCMC (6), GT (4), CCS (4), Finance (5) .
Performance Compensation
| Award Type | Grant Timing | Vesting | Per-RSU Fair Value (Illustrative) | Notes |
|---|---|---|---|---|
| RSUs (Independent Directors, incl. Chair) | AGM (e.g., June 28, 2024) | 1-year cliff | $89.13 per RSU (Annual grant 6/28/2024) | Equity weighting increased for Chair post-transition . |
| RSUs (Pro-rated appointment grant example) | Feb 27, 2024 | 1-year cliff | $106.55 per RSU (appointment grant; director example) | Illustrative of grant valuation methodology . |
- No performance-based metrics (e.g., PSUs/TSR hurdles) disclosed for director compensation; equity awards are time-based RSUs to align interests over the service year .
Other Directorships & Interlocks
- Current: Abercrombie & Fitch Co. (public) .
- Prior: PVH (2013–2014), Dean Foods (2015–2020), Avon (2014–2020) .
- Related-party context on Board: Leonard Green’s preferred share transactions and conversion; Board determined independence not impacted; cash settlements in 2024 totaling ~$815.6 million across conversions .
- No related-party transactions disclosed involving McCluskey personally .
Expertise & Qualifications
- Strategy, business planning, operations, branding, merchandising, and marketing; deep retail and consumer understanding; public-company leadership experience .
- As Chair, responsibilities include overseeing Board performance and governance compliance, advising management on strategic presentations, and representing Signet internally/externally .
Equity Ownership
| As of | Common Shares Owned | Shares Acquirable Within 60 Days | Total Beneficial Ownership | % of Class | Pledged Shares |
|---|---|---|---|---|---|
| May 15, 2025 | 28,838 | 3,078 | 31,916 | <1% (asterisked) | None; all owned directly |
- Director Share Ownership Policy: Minimum of 3x annual share award within 5 years of election; maintained thereafter; as of May 3, 2024 all independent directors met guidelines except Sandra B. Cochran (new join, on pace) .
Governance Assessment
- Strengths: Independent Chair structure; clear role delineation; strong attendance norms; regular executive sessions; robust refreshment policy and skills matrix; equity-heavy Chair pay rebalancing aligns with shareholder interests .
- Alignment: McCluskey’s beneficial ownership and time-based RSU grants support skin-in-the-game without pledging; director ownership guidelines enforced and met by legacy directors .
- Potential Watch Items: Tenure policy triggers post-12 years—McCluskey joined in Aug 2013; continued nomination indicates Board discretion; ongoing monitoring for independence and refreshment consistency is prudent .
- RED FLAGS: None identified specific to McCluskey—no pledging, no related-party ties, Section 16(a) compliance issues not attributed to her; independence affirmed .
Overall, McCluskey’s governance profile reflects strong board effectiveness as an independent Chair with deep retail operating experience, clear committee transitions upon elevation, and compensation/ownership structures aligned to investor confidence .