R. Mark Graf
SIGNET JEWELERSAbout R. Mark Graf
Independent director at Signet Jewelers since July 2017; age 60. Former CFO and Chief Accounting Officer at Discover Financial Services (2011–2019), with prior senior roles at Aquiline Capital Partners, Barrett Ellman Stoddard Capital Partners, Fifth Third Bancorp, and AmSouth Bancorporation. Holds a bachelor’s degree in economics from the Wharton School; brings deep capital analysis, consumer credit, financial management, and risk expertise; serves as Finance Committee Chair and Audit Committee member at SIG.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Discover Financial Services | Chief Financial Officer; Chief Accounting Officer | CFO: Apr 2011–Sep 2019; CAO: Apr 2011–Dec 2012 | Led finance, accounting, risk and capital management for major public financial firm |
| Aquiline Capital Partners | Investment Advisor | 2008–2010 | Investor role in financial services; capital analysis |
| Barrett Ellman Stoddard Capital Partners | Partner | 2006–2008 | Private equity partnership; investment oversight |
| Fifth Third Bancorp | Various roles | 2001–2006 | Banking leadership experience |
| AmSouth Bancorporation | Various roles | 1994–2001 | Banking leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Harmony Biosciences Holdings, Inc. | Director (public company) | Since Nov 2020 | Pharma; no SIG related-party transactions disclosed |
| Marqeta, Inc. | Director (public company) | Since Jul 2024 | Card issuing; potential area to watch for credit program vendor overlap (no transactions disclosed) |
| Castle Creek Biosciences, Inc. | Director (private) | 2021–2023 | Clinical-stage cell & gene therapy |
| BNC Bancorp | Director (public) | 2010–2011 | Bank holding company |
Board Governance
- Independence: The Board affirmatively determined Graf is independent under NYSE standards; all committee members are independent.
- Committee assignments:
- Finance Committee: Chair; 5 meetings in FY2025; oversight of credit program strategy, financing, treasury/capital allocation, budget reviews, and M&A guidance.
- Audit Committee: Member; 6 meetings in FY2025; oversight of financial reporting, internal control, risk, auditor independence; all members financially literate and audit committee financial experts.
- Attendance and engagement:
- FY2025 Board met 7 times; average director attendance >92%; no incumbent under 75% except Seiffer (historically ≥75%).
- Directors are required to attend the annual meeting; all directors attended the June 2024 meeting.
- Shareholder engagement and governance practices: Majority voting, executive sessions each regular meeting; prohibition on pledging/hedging; director ownership policy; no directors are considered over-boarded.
Fixed Compensation
| Component | Amount | Structure / Detail |
|---|---|---|
| Annual Board Retainer (independent directors) | $265,000 | $105,000 cash (quarterly) + $160,000 RSUs with one-year cliff vesting, granted at AGM. |
| Finance Committee Chair fee | $20,000 | Cash, paid quarterly. |
| Audit Committee Chair fee | $30,000 | Not applicable to Graf (member, not chair). |
| FY2025 actual – Graf | Cash: $125,000; Stock awards: $147,001; Total: $272,001 | RSU grant values reflect ASC 718 grant-date fair value; FY2025 RSUs granted Jun 28, 2024 had $89.13 per RSU grant-date fair value. |
Performance Compensation
| Metric | Applicability to Director Pay | Notes |
|---|---|---|
| Performance-based equity (PSUs) | None for directors | Independent director equity is time-based RSUs with one-year cliff vesting; no performance metrics used for director compensation. |
Other Directorships & Interlocks
- Current public boards: Harmony Biosciences (since 2020), Marqeta (since 2024). Neither disclosed as a related party to SIG; Audit Committee oversees related party transactions, and Company reports none involving directors (other than Leonard Green items unrelated to Graf).
- Potential interlock area to monitor: SIG’s customer credit program/vendor landscape vs. Marqeta’s card issuing business (Finance Committee remit includes credit program oversight). No transactions disclosed; monitor for future vendor engagements and recusal protocols as needed.
Expertise & Qualifications
- Financial expert: Audit Committee membership; committee comprises financially literate audit committee financial experts.
- Core skills: Capital analysis, consumer credit, financial management, risk and real estate; Wharton economics degree.
- Industry exposure: Banking, payments, and pharma via external directorships, complementing SIG’s finance/credit oversight needs.
Equity Ownership
| As-of Date | Common Shares | Shares that may be acquired within 60 days | Total | Pledged |
|---|---|---|---|---|
| May 15, 2025 | 27,938 | 1,641 | 29,579 | None pledged; Company prohibits pledging/hedging |
| May 9, 2024 | 25,471 | 2,467 | 27,938 | None pledged; Company prohibits pledging/hedging |
- Director ownership guideline: Minimum of 3x the value of annual share award within five years; as of May 19, 2025, all independent directors (except recent appointee Cochran) achieved requirements—Graf is compliant.
Insider Trades
| Transaction Date | Filing Date | Type | Shares Transacted | Price | Post-Transaction Holdings | SEC Filing URL |
|---|---|---|---|---|---|---|
| 2025-08-22 | 2025-08-26 | Award (A) | 7.58 | 0.00 | 31,600.58 | https://www.sec.gov/Archives/edgar/data/832988/000083298825000162/0000832988-25-000162-index.htm |
| 2025-07-01 | 2025-07-02 | Award (A) | 2,014 | 0.00 | 31,593 | https://www.sec.gov/Archives/edgar/data/832988/000083298825000124/0000832988-25-000124-index.htm |
| 2024-06-28 | 2024-07-01 | Award (A) | 1,641 | 0.00 | 29,579 | https://www.sec.gov/Archives/edgar/data/832988/000083298824000159/0000832988-24-000159-index.htm |
| 2023-06-16 | 2023-06-20 | Award (A) | 2,467 | 0.00 | 27,938 | https://www.sec.gov/Archives/edgar/data/832988/000083298823000154/0000832988-23-000154-index.htm |
Governance Assessment
- Strengths
- Independent director; Finance Chair + Audit member; committee charters emphasize oversight of credit program, capital allocation, risk, and controls—aligned with Graf’s finance/credit expertise.
- Ownership alignment and policy compliance; prohibition on hedging/pledging; director equity via RSUs.
- Board effectiveness: majority independent; executive sessions; annual evaluations (including external facilitation); no over-boarding noted.
- Shareholder support environment: Say-on-Pay approval 99.3% in June 2024, indicating broad investor confidence in compensation governance.
- Risks/Red Flags to monitor
- External board load: two current public boards (Harmony Biosciences, Marqeta)—company states no over-boarding; continue monitoring time allocation and conflicts if SIG engages payments vendors.
- Related party vigilance: No transactions involving Graf disclosed; Audit Committee oversees such matters—maintain disclosure discipline.
Overall, Graf’s finance and risk background, chair role on Finance, and audit expertise support board effectiveness in capital allocation and credit oversight. Ownership policies and the absence of conflicts strengthen investor alignment.