Joan Hilson

About Joan Hilson

Joan M. Hilson, age 65, is Signet’s Chief Operating and Financial Officer, having joined Signet in March 2019, appointed CFO in April 2019, and expanded to COO in November 2024; she previously served as Chief Strategy Officer (Mar 2021–Nov 2024) and Chief Services Officer (Nov 2022–Nov 2024) . She brings 30+ years in retail corporate finance across business planning, merchandise planning, inventory management, and cost optimization, with prior roles at David’s Bridal (EVP, CFO & COO), American Eagle Outfitters (CFO), and Limited Brands/Victoria’s Secret Stores (CFO) . Company-level pay-versus-performance data shows TSR of $256.67 in FY2025 (based on $100 initial investment), net income $61.2M, and comparable sales −3.4%, with TSR series provided for trend context . Signet highlights most important measures linking compensation to performance: Comparable Sales, Adjusted Operating Income, U.S. Market Share, Free Cash Flow, and Revenue .

Past Roles

External Roles

No external public company directorships disclosed for Ms. Hilson in the proxy’s executive officer biographies .

Fixed Compensation

Multi-year compensation (fiscal year ended closest to Jan/Feb):

STIP target opportunity levels (FY2025):

• Threshold 31.25% of base salary; Target 125%; Max 250% .

All Other Compensation detail (FY2025):

• 401(k) Matching $11,377; DCP Matching $2,738; Exec Benefits Reimbursements $15,000; Life & Disability Insurance $18,713; Total $47,828 .

Performance Compensation

Short-Term Incentive Plan (STIP) – Corporate metrics and outcomes (FY2025):

• Corporate-wide performance was below threshold, resulting in 0% corporate payout; Ms. Hilson earned $89,250 based on Jewelry Services brand achievement (weighted brand achievement 8.02%) .

Long-Term Incentive Plan (LTIP) design (FY2025 grants):

• Mix: 60% PSUs / 40% RSUs; RSUs vest 1/3 each year over 3 years .
• PSUs metrics: 50% Free Cash Flow, 50% Revenue; 3-year cumulative performance; payout curve 50% at threshold, 100% at target, 200% at max .
• FY2025 PSU grant for Hilson (Grant Date Mar 26, 2024): Estimated future payout shares Threshold 7,391; Target 14,781; Max 29,562; Grant-date fair value $1,397,839 .
• Special retention RSU (Grant Date Oct 1, 2024): 27,642 units for Hilson; vested Apr 1, 2025; grant value $2,609,405 .
• FY2023 PSU (Grant Date Sep 14, 2022): Achieved 50.29% (above threshold, below target); vested Mar 18, 2025 .

Option Exercises and Shares Vested (FY2025):

• Hilson: 12,697 shares acquired on RSU vesting; value realized $1,226,201 .

Equity Ownership & Alignment

Beneficial ownership (as of May 15, 2025):

• Joan M. Hilson: 171,238 Common Shares; Shares acquirable within 60 days: —; Percent of class: less than 1% .
• No Common Shares pledged; all owned directly .
• Executive Share Ownership Policy: Hilson required multiple is 3× base salary; executives must hold 50% of net after-tax shares until guidelines met; all NEOs except new CEO have achieved ownership multiples (thus Hilson achieved) .
• Anti-hedging and anti-pledging policies strictly prohibit hedging, short sales, and pledging by officers and Directors .

Outstanding Equity Awards at FY2025 year-end (Hilson):

Notes: Market values use $59.23 closing price on Jan 31, 2025 .

Employment Terms

Termination protection agreement highlights (Hilson):

• Without Cause: 1.5× base salary paid over 12 months; lump-sum annual bonus based on actual performance for fiscal year of termination; prorated vesting for LTIP awards (retirement eligibility provides continued full vesting based on actual performance for Hilson) .
• Change-in-Control (double trigger within 1 year): 1.5× sum of base salary + target annual bonus (lump sum); pro-rated actual bonus; LTIP awards paid per plan; COBRA employer contribution for 12 months .
• Non-compete: 12 months; Non-solicit: 12–24 months; violating covenants ceases severance and subjects to injunctive relief/damages .
• Clawback policy aligns with NYSE listing standards, inclusive of time-based RSUs, amended Nov 29, 2023 .
• No excise tax gross-ups for change-in-control; double-trigger vesting required; hedging/pledging prohibited .

Termination payments (estimated as of Feb 1, 2025):

Compensation Structure Analysis

• Equity-heavy mix increased in FY2025: Hilson’s stock awards rose to $4.94M vs $1.86M in FY2024, reflecting increased LTIP target from 250% to 270% amid expanded responsibilities and succession importance .
• STIP rigor and outcomes: Corporate metrics paid 0% given below-threshold performance; Hilson’s brand-linked payout of $89,250 indicates limited short-term cash despite role-linked brand achievement .
• PSU metrics emphasize cash generation and growth: 50/50 Free Cash Flow and Revenue over 3 years; payout curves maintain threshold at 50% to target 100% and max 200%; FY2023 PSU achieved 50.29% and vested, evidencing tough hurdles .
• Governance features: double-trigger severance/CIC vesting; no hedging/pledging; clawback updated to NYSE standards (covers time-based RSUs) .

Equity Ownership & Alignment (Additional Detail)

• Ownership guidelines: 3× salary for non-CEO NEOs; Hilson has met required multiple; 50% post-tax share retention until met .
• No pledging; strict anti-hedging/pledging policy reduces misalignment risk .
• Shares vested FY2025: 12,697 RSUs; realized $1.226M, creating potential post-vesting liquidity events but constrained by ownership/retention policies .

Compensation Peer Group & Say-on-Pay

• Peer group used for benchmarking includes Abercrombie & Fitch, American Eagle Outfitters, Bath & Body Works, Dick’s Sporting Goods, Foot Locker, PVH, Ralph Lauren, Tapestry, Ulta, Urban Outfitters, V.F. Corp, Victoria’s Secret, Williams-Sonoma, Nordstrom, Capri .
• Say-on-Pay support: 99.3% approval in June 2024; Committee emphasizes pay-for-performance alignment .

Investment Implications

• Alignment: Strong equity weighting and strict anti-hedging/pledging/ownership requirements align Hilson with shareholders; continued vesting upon retirement eligibility keeps performance linkage while mitigating forced selling pressure .
• Retention/balance: Increased LTIP target (270%) and one-time retention RSU grant (27,642 units, vested Apr 1, 2025) signal retention focus during leadership transition; severance terms (1.5× salary; 1.5× salary+target bonus upon CIC) are competitive but not excessive and contain robust covenants .
• Incentive sensitivity: Corporate STIP 0% payout underscores pay-for-performance rigor; PSU achievement at ~50% on prior cycle and commentary that FY2024–2027 cycles were expected “at or slightly above threshold” suggests constrained long-term payouts if performance remains below target, reinforcing disciplined capital allocation signals .
• Trading signals: FY2025 vesting and realized value ($1.226M) create potential supply, but ownership hold requirements and attainment of guidelines reduce near-term selling risk; no pledging mitigates forced-liquidation risk .