J.K. Symancyk
SIGNET JEWELERSAbout J.K. Symancyk
J.K. Symancyk is Chief Executive Officer of Signet Jewelers Limited and a director since November 4, 2024; age 53, with a bachelor’s degree from the University of Arkansas at Fayetteville . His go-forward annual target compensation is designed to be ~87% variable (61% performance-based, 26% time-vested) and aligned to pay-for-performance; CEO share ownership guideline is 6× base salary with a 50% post-vest holding requirement until met . Fiscal 2025 compensation reflects a partial-year salary, a make-whole RSU grant, and a signing bonus; STIP paid $0 given corporate performance was 0% and pro-rating from his start date .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PetSmart, Inc./PetSmart LLC | President & CEO; Director | 2018–2024 | Led large-scale specialty retail; brand growth via loyalty, services, digital/supply chain enhancements . |
| Academy Sports + Outdoors | President & CEO; Director | Prior to 2018 | Drove sporting goods retail operations and governance . |
| Meijer | Group VP; EVP CMO; COO; President | Various | Broad strategic, operating, merchandising and marketing leadership across a supercenter chain . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Bath & Body Works, Inc. | Director | 2021–present | Public retail board service . |
| Chewy, Inc. | Director | 2018–2021 | Former public company board service . |
| GameStop Corp. | Director | 2020–2021 | Former public company board service . |
| Retail Industry Leaders Association | Director | N/A | U.S. trade association for leading retailers . |
Fixed Compensation
| Element | Fiscal 2025 Actual | Fiscal 2025 Target / Structure | Notes |
|---|---|---|---|
| Base Salary | $350,000 | $1,400,000 annualized | Partial-year from Nov 4, 2024 start . |
| Signing Bonus | $1,500,000 | One-time make-whole | Subject to clawback if resigns without good reason or terminated for cause within 12 months . |
| STIP Target % of Salary | N/A | 170% target; 340% max | Corporate weighting 100% for CEO . |
| STIP Paid | $0 | 0–200% payout range | Corporate performance earned 0% in FY25; CEO pro-rated from start date . |
| Relocation | $75,000 | One-time supplemental relocation | Included in “All Other Compensation” total of $87,383 . |
Performance Compensation
| Instrument / Metric | Weighting | Target / Range | FY25 Outcome | Vesting |
|---|---|---|---|---|
| PSUs – 3-year LTIP (FY25–FY27) | 50% Free Cash Flow; 50% Revenue | 50% payout at threshold; 100% target; 200% max | Not yet determined (3-year cycle) | Earn over 3 years; service vesting after performance period . |
| RSUs – Time-based (annual LTIP) | 40% of LTIP mix | N/A | Ongoing service-based vesting | 1/3 annually over 3 years . |
| Annualized LTIP Value (go-forward) | — | $7,000,000 | N/A | Per Fiscal 2025 target package . |
| FY25 STIP Metrics | 50% Adjusted Operating Income; 30% Market Share; 20% Comparable Sales | Payout 0–200% | Corporate earned 0%; CEO pro-rated from start date | Annual cash; formulaic . |
Equity Ownership & Alignment
| Category | Amount | Detail |
|---|---|---|
| Beneficial Ownership (Common Shares) | 15,000 | Directly owned; <1% of class . |
| Shares acquirable within 60 days | — | None reported . |
| Unvested RSUs (Make-Whole Grant) | 35,710 | Grant date Dec 2, 2024; fair value $3,402,449; vests 1/3 on each anniversary (expected Dec 2, 2025/2026/2027) . |
| Options (exercisable/unexercisable) | — | No options disclosed for CEO . |
| Pledging / Hedging | Prohibited | Policy strictly prohibits hedging, short sales, pledging, and margin accounts; no shares pledged; preclearance and blackout rules apply . |
| Ownership Guidelines (CEO) | 6× salary; 50% post-vest hold until met | CEO working toward compliance; restricted from selling until guideline met . |
Employment Terms
| Term | Provision |
|---|---|
| Appointment / Start Date | Appointed CEO & Director effective Nov 4, 2024 . |
| Agreement Type | Termination Protection Agreement (TPA); employment at-will (Company can terminate any time; CEO may resign with 90 days’ notice) . |
| Severance (No Cause) | 1.5× (base salary + target bonus) paid over 12 months; pro-rated current-year bonus based on actual performance; pro-rata vesting of performance awards based on actual results; pro-rata vesting of service-based awards; special time-based RSU vests in full; 12 months COBRA-equivalent employer contribution cash payments . |
| Change-of-Control (Double Trigger within 1 year) | 1.5× (base salary + target bonus) lump sum; pro-rated current-year bonus; pro-rata vesting of LTIP; special time-based RSU vests in full . |
| Covenants | Confidentiality, non-compete, non-solicitation; release requirement for severance . |
| Clawback | NYSE- and SEC-compliant clawback for accounting restatements; covers incentive comp including PSUs/RSUs/STIP; no indemnification . |
| Tax Gross-ups | No excise tax gross-ups on change-in-control benefits . |
| Insider Trading Controls | Mandatory preclearance; blackout periods; Rule 10b5-1 cooling-off; gifts require preclearance if inside information . |
Board Governance (Director Service, Committees, Independence)
- Director since November 2024; not independent (CEO); does not serve on Board committees per committee matrix .
- Board leadership: independent Chair; roles of Chair and CEO separated; all committee members are independent directors .
- Board activity: 7 meetings in Fiscal 2025; average attendance >92%; executive sessions of independent directors held each regular meeting .
- Governance features: prohibitions on hedging/pledging; robust director share ownership policy; majority voting; periodic external board evaluations .
Dual-role implications: The separation of Chair and CEO mitigates concentration of power typical of CEO/Chair dual roles; independence is preserved at committees, reducing governance risk despite the CEO serving on the Board .
Compensation Structure Analysis
- Cash vs equity mix: CEO’s target package emphasizes equity and variable pay (87% variable), consistent with pay-for-performance .
- Shift to RSUs vs options: Company utilizes whole-share RSUs/PSUs rather than options to reduce volatility-driven payouts and align with long-term value creation .
- Performance metrics: STIP metrics remained rigorous (Adjusted Operating Income, Market Share, Comparable Sales) with threshold/maximums maintained; PSUs use 3-year cumulative Free Cash Flow and Revenue, with 50–200% payout .
- Discretion / governance: No excise tax gross-ups; clawback policy adopted; independent consultant; capped payouts; double-trigger for CIC vesting .
Director Compensation (Context)
- Independent director program only; CEO receives no director retainer (compensation paid to independent non-employee directors only) .
Compensation Peer Group & Benchmarking
- FY25 peer group (15 companies): Abercrombie & Fitch; American Eagle; Bath & Body Works; Capri; Dick’s Sporting Goods; Foot Locker; Nordstrom; PVH; Ralph Lauren; Tapestry; Ulta Beauty; Urban Outfitters; V.F.; Victoria’s Secret; Williams-Sonoma .
- Committee targets median positioning; CEO target total compensation positioned within competitive range of peer median .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval: 99.3% support in June 2024 . Committee maintains strong pay-for-performance alignment .
Performance & Track Record (Company context during transition)
- FY2025 capital returns and liquidity: ~20% reduction in diluted share count; ~$1.0B returned to shareholders including retirement of preferreds; total liquidity $1.7B; dividend raised 10% to $0.32 per share in Q1 FY2026 .
- Strategy: “Grow Brand Love” unveiled in March; focuses on brand-centric growth, operating simplification, efficiencies, accountability . Recognition: Ethisphere 2025 World’s Most Ethical Companies; Great Place to Work-Certified for the fifth year .
Risk Indicators & Alignment Controls
- Hedging/pledging prohibited; robust preclearance/blackout; 10b5-1 controls .
- CEO ownership guideline and sale restrictions until compliance achieved .
- Clawback policy in place; double-trigger CIC protection; no tax gross-ups .
Multi-year Compensation Snapshot (Fiscal 2025 disclosed)
| Metric | Fiscal 2025 |
|---|---|
| Salary | $350,000 |
| Bonus (Signing) | $1,500,000 |
| Stock Awards (RSUs) | $3,402,449 |
| STIP (Non-Equity Incentive) | $0 |
| All Other Compensation | $87,383 |
| Total | $5,339,832 |
Outstanding & Recent Grants
| Award | Grant Date | Shares/Units | Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (Make-Whole) | Dec 2, 2024 | 35,710 | $3,402,449 | 1/3 on each of the first, second and third anniversary (expected 12/2/2025, 12/2/2026, 12/2/2027) . |
Equity Ownership Detail
| Holding Type | Shares | Notes |
|---|---|---|
| Common Shares (Direct) | 15,000 | No shares pledged . |
| RSUs (Unvested) | 35,710 | Make-whole grant; time-vested . |
| Options | — | None . |
Employment & Contracts (Severance Economics)
| Scenario | Cash Multiple | Bonus | Equity Treatment | Health |
|---|---|---|---|---|
| Termination without Cause | 1.5× (salary + target bonus), paid over 12 months | Pro-rated annual bonus based on actual performance | PSUs: pro-rata based on actual results; RSUs: pro-rata; special time-based RSU vests in full | COBRA-equivalent employer contribution cash for 12 months . |
| Change-of-Control (within 1 year; no cause or good reason) | 1.5× (salary + target bonus), lump sum | Pro-rated annual bonus based on actual performance | PSUs/RSUs per plan; special time-based RSU vests in full | COBRA-equivalent employer contribution cash per above . |
Investment Implications
- Alignment: Package is heavily at-risk with multi-year PSU metrics tied to Free Cash Flow and Revenue, favoring durable execution over short-term optics; strict ownership and anti-hedging rules add alignment and reduce sell pressure until guidelines are met .
- Near-term vesting/selling pressure: RSUs vest annually; tax withholding may create mechanical share sales but discretionary selling is constrained by ownership policy and preclearance/blackouts, moderating insider supply signals .
- Retention risk: At-will structure but meaningful severance/change-of-control protections and ongoing LTIP opportunity ($7M) reduce flight risk, alongside governance controls (double-trigger) .
- Governance quality: Independent Chair, independent committees, robust clawback and no CIC tax gross-ups support shareholder-friendly practices and mitigate dual-role risks .