Nancy Reardon
SIGNET JEWELERSAbout Nancy A. Reardon
Nancy A. Reardon is an independent director of Signet Jewelers Limited, serving since March 2018. She is 72, with a background as Senior Vice President and Chief Human Resources & Communications Officer at Campbell Soup Company (2004–April 2012), and previously Executive Vice President, Human Resources at Comcast Corporation (2002–2004). Her prior HR leadership roles include positions at Borden Capital Management Partners, Duracell, American Express, Avon Products, and General Electric. She holds a B.S. in Psychology from Union College and an M.S. in Social Psychology from Syracuse University, and is a Fellow of the National Academy of Human Resources (2009) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Campbell Soup Company | SVP & Chief HR & Communications Officer | 2004–Apr 2012 | Led HR and communications; culture and operating plan transformation |
| Comcast Corporation | EVP, Human Resources | 2002–2004 | Human resources leadership at large public company |
| Borden Capital, Duracell, American Express, Avon, GE | HR leadership roles | Not disclosed | Strategic HR roles across blue-chip firms |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Big Lots, Inc. | Director | 2015–May 2024 | Former public company directorship |
| The Warnaco Group, Inc. | Director | 2004–2013 | Former public company directorship |
Board Governance
- Committee assignments: Chair, Human Capital Management & Compensation (HCMC); Member, Corporate Citizenship & Sustainability (CCS) .
- Independence: The Board affirmed Reardon is independent under NYSE standards; all directors except the CEO are independent .
- Attendance: In FY2025, the Board met 7 times; average incumbent director attendance exceeded 92%, and no director attended less than 75% except Mr. Seiffer; directors are required to attend the annual meeting (all attended in June 2024 except one member) .
- Committee meeting cadence FY2025: Audit 6; HCMC 6; Governance & Technology 4; Corporate Citizenship & Sustainability 5; Finance 5 .
- Executive sessions: Independent directors meet in executive session at each regularly scheduled Board meeting .
- Board evaluation: Annual Board/Committee/director evaluations, with periodic external facilitation; the Governance & Technology Committee oversees the process .
Fixed Compensation
| Component | FY2024 Amount (USD) | FY2025 Amount (USD) | Notes |
|---|---|---|---|
| Cash Fees | $130,000 | $130,000 | Base director cash retainer $105,000 plus HCMC Chair fee $25,000, paid quarterly |
| Equity (RSUs) | $160,433 | $147,001 | Annual RSUs, one-year cliff vest; granted on AGM date |
| Total | $290,433 | $277,001 | Director compensation determined by Board using independent consultant input |
- Independent Director Compensation Policy: Annual board retainer $265,000 (cash $105,000; RSUs $160,000); HCMC Chair fee $25,000 cash; other chair fees: Audit $30,000; GT $20,000; CCS $20,000; Finance $20,000 .
- Chair of the Board compensation structure updated in FY2025 to 40% cash / 60% equity; no change to director or committee chair fees .
Performance Compensation
| Award Type | Grant Date | Grant Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Director RSUs | June 28, 2024 | $147,001 (aggregate to Reardon) | One-year cliff vest from grant date | None disclosed for director awards (time-based RSUs) |
| RSU Unit Fair Value (context) | June 28, 2024 | $89.13 per RSU (annual grants to independent directors) | One-year cliff | N/A |
- Options/PSUs: No director option awards disclosed; director equity consists of RSUs; performance-based equity detailed in proxy applies to executives, not directors .
- Clawbacks & COFC: Company maintains a clawback policy compliant with listing standards (primarily for executive incentive awards) and no excise tax gross-ups on change in control; double-trigger vesting on change in control applies to executive programs .
Other Directorships & Interlocks
| Company | Current/Former | Role Details |
|---|---|---|
| Big Lots, Inc. | Former | Public company director; no ongoing related-party transactions disclosed |
| Warnaco Group, Inc. | Former | Public company director |
- Committee independence and consultants: HCMC is entirely independent and retains an independent compensation consultant; reviews compensation risks and metrics .
- Related-party transactions: Since FY2025, no transactions involving directors with a material interest, except items unrelated to Reardon (D&L Trading services; Leonard Green preferred share conversions) .
Expertise & Qualifications
- Recognized leading HR and communications executive; shaped strategic and operating plans and helped transform corporate culture .
- Education: B.S. Psychology (Union College); M.S. Social Psychology (Syracuse University); National Academy of Human Resources Fellow (2009) .
Equity Ownership
| Holder | Common Shares | Shares Acquirable Within 60 Days | Total | Pledged | % of Class |
|---|---|---|---|---|---|
| Nancy A. Reardon (May 15, 2025) | 26,915 | 1,641 | 28,556 | None pledged; all owned directly | <1% |
| Nancy A. Reardon (May 9, 2024) | 24,448 | 2,467 | 26,915 | None pledged | <1% |
- Director Share Ownership Policy: Minimum holdings of 3× annual share award within five years; as of May 19, 2025, all independent directors achieved requirements except Ms. Cochran (recently joined); Reardon is in compliance .
- Hedging/Pledging: Company prohibits hedging, short sales, and pledging of Company stock by directors and employees .
Insider Filings and Trades
| Item | Status |
|---|---|
| Section 16(a) timeliness (FY2025) | No late filings listed for Reardon; late Form 4s noted for certain other insiders only |
Say-on-Pay & Shareholder Feedback
- 2025 AGM Say-on-Pay results: For 28,237,899; Against 1,184,902; Abstain 3,909,957; Broker non-votes 3,351,422 . Approximate approval of votes cast (For/(For+Against)) ~95.97% .
- Prior support: 99.3% of votes cast approved Say-on-Pay in June 2024; Committee considered shareholder input in annual program review .
Governance Assessment
- Board effectiveness: Reardon’s chairmanship of HCMC aligns with Signet’s strong HCM and pay governance (independent oversight, robust ownership policies, clawbacks, and capped variable comp). Annual evaluations and independent Board leadership support effectiveness .
- Independence & engagement: Affirmed independent; committee roles central to oversight of compensation, succession, and human capital; attendance expectations met with strong overall Board attendance in FY2025 .
- Alignment: Director compensation mix is balanced between cash and equity (FY2025 ~47% cash / 53% equity; FY2024 ~45% cash / 55% equity), reinforcing ownership alignment through annual RSUs and share ownership policy .
- Conflicts & related parties: No material related-party transactions involving Reardon; Company reports no material related-party transactions involving directors or the CEO, aside from disclosed legacy items unrelated to Reardon (D&L Trading services; Leonard Green preferred share conversions) .
- RED FLAGS: None identified specific to Reardon—no pledging/hedging, no over-boarding noted, strong shareholder support for compensation programs; attendance thresholds met .