Sandra Cochran
SIGNET JEWELERSAbout Sandra B. Cochran
Sandra B. Cochran, age 66, is an independent director of Signet Jewelers Limited (SIG) and has served on the board since February 2024. She currently sits on the Human Capital Management & Compensation Committee and the Finance Committee. Cochran brings >30 years of retail C‑suite experience (CEO/COO/CFO) across restaurant and specialty retail, with formal training in engineering and finance and prior military leadership service. She holds an MBA from Pacific Lutheran University and a B.S. in Chemical Engineering from Vanderbilt University, and served as a Captain in the U.S. Army’s Ninth Infantry Division .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cracker Barrel Old Country Store, Inc. | Executive Chair | Nov 2023 – Feb 22, 2024 | — |
| Cracker Barrel Old Country Store, Inc. | President & CEO; Director | Sep 2011 – Oct 2023 | Led large U.S. restaurant/retail concept |
| Cracker Barrel Old Country Store, Inc. | President & COO | Nov 2010 – Sep 2011 | Operations leadership |
| Cracker Barrel Old Country Store, Inc. | EVP & CFO | Apr 2009 – Nov 2010 | Finance leadership |
| Books‑A‑Million, Inc. | CEO | Feb 2004 – Apr 2009 | Specialty retail leadership |
| Books‑A‑Million, Inc. | President | Aug 1999 – Feb 2004 | — |
| Books‑A‑Million, Inc. | CFO | Sep 1993 – Aug 1999 | Corporate finance |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Lowe’s Companies, Inc. | Director (Public) | 2016 – Present | Board service at leading home improvement retailer |
| Cracker Barrel Old Country Store, Inc. | Director (Public) | 2011 – Feb 22, 2024 (former) | Former board member |
| Dollar General Corporation | Director (Public) | 2012 – May 2020 (former) | Former board member |
Board Governance
- Independence and role: Cochran is an independent director; all SIG directors other than the CEO are independent under NYSE standards. She serves on the Human Capital Management & Compensation Committee (HCMC) and the Finance Committee; she does not chair a committee .
- Engagement/attendance: In FY2025 the board met 7 times; committee meetings: Audit (6), HCMC (6), Governance & Technology (4), Corporate Citizenship & Sustainability (4), Finance (5). On average, incumbent directors attended over 92% of aggregate board/committee meetings; no director attended less than 75% except one (Seiffer) — indicating Cochran met attendance expectations .
- Executive sessions: Independent directors meet in executive session at each regularly scheduled board meeting .
- Ownership alignment and risk controls: SIG prohibits pledging/hedging of company shares by directors; independent director ownership policy requires holdings equal to 3x the annual share award within 5 years. As of May 19, 2025, all independent directors met the guideline except Cochran (newly appointed) who is on pace to meet it .
- Committee mandates relevant to her roles: HCMC oversees executive pay, human capital, inclusion, succession, and engages an independent compensation consultant; the Finance Committee guides capital allocation, credit program oversight, financing/refi, budgets, M&A, and dividend/buyback recommendations .
Fixed Compensation
| Component | Structure | Amount/Details |
|---|---|---|
| Annual Board Retainer (Independent Director) | Cash + RSUs (one-year cliff vesting) | $265,000 total; $105,000 cash (quarterly) + $160,000 RSUs (annual grant at AGM) . |
| Committee Chair Fees | Cash (quarterly) | Audit $30,000; HCMC $25,000; Governance & Technology $20,000; Corporate Citizenship & Sustainability $20,000; Finance $20,000 . |
| Board Chair Additional Retainer | Cash + RSUs | $235,000 additional (cash $95,000 + RSUs $140,000); total Chair comp $500,000 (40% cash/60% equity) from June 28, 2024 . |
| Cochran FY2025 Director Pay | Cash + Stock Awards | Cash fees $88,375; stock awards $196,653; total $285,028 . |
| Cochran RSU Grants & Vesting | RSUs; one-year cliff vesting | Pro‑rated RSU at appointment Feb 27, 2024 (grant date FV $106.55/RSU); annual RSU on June 28, 2024 (grant date FV $89.13/RSU) . |
Notes:
- Director equity is granted in RSUs with one‑year cliff vesting; no options disclosed for directors in FY2025 .
- Independent director compensation is set by the board upon HCMC recommendation, after consultation with the Governance & Technology Committee and the HCMC’s independent compensation consultant .
Performance Compensation
| Performance‑Linked Element | Applicable to SIG Directors? | Key Terms |
|---|---|---|
| Annual cash bonus (STIP) | No | Directors receive retainers; STIP applies to executives, not directors . |
| Performance share units (PSUs) | No | Director equity awards are RSUs with one‑year cliff vesting; no director PSUs disclosed . |
| Options | No | Not part of independent director program . |
SIG’s pay‑for‑performance framework (STIP and LTIP with PSUs/RSUs) applies to executives; director compensation is a mix of cash retainer and time‑based RSUs, aligning directors with shareholders without performance metrics .
Other Directorships & Interlocks
| Company | Relationship to SIG | Potential Conflict/Interlock Notes |
|---|---|---|
| Lowe’s Companies, Inc. (current) | Unrelated retail sector | No related‑party transactions involving any directors or the CEO; broader related‑party review notes none beyond disclosed items unrelated to Cochran . |
| Cracker Barrel (former) | Unrelated restaurant/retail | Former role/board; no related party linkage disclosed . |
| Dollar General (former) | Unrelated discount retail | Former board; no related party linkage disclosed . |
- Overboarding: SIG states no directors are considered over‑boarded .
Expertise & Qualifications
- Deep retail C‑suite experience across finance, operations, strategy, and risk oversight (Cracker Barrel CEO/COO/CFO; Books‑A‑Million CEO/President/CFO) .
- Governance experience on multiple public boards (Lowe’s current; prior Dollar General and Cracker Barrel), bringing broad public company oversight perspective .
- Education and leadership: MBA (Pacific Lutheran), B.S. Chemical Engineering (Vanderbilt), and U.S. Army officer service (Captain) reflecting disciplined leadership and analytical training .
Equity Ownership
| Metric | Amount |
|---|---|
| Common shares owned (direct) | 466 |
| Shares acquirable within 60 days (e.g., vesting RSUs) | 1,641 |
| Total beneficial ownership | 2,107 |
| Percent of class | <1% (asterisk in proxy) |
| Shares pledged as collateral | None; no common shares are pledged |
| Hedging/pledging policy | Company prohibits hedging and pledging by directors |
| Director ownership guideline | 3x annual share award within 5 years; Cochran is newly appointed and “on pace” to meet |
Governance Assessment
-
Strengths and investor‑confidence signals:
- Independent director with material operating, financial, and board experience; serves on HCMC and Finance, directly involved in oversight of executive pay, human capital, capital allocation, and risk around credit and M&A .
- Robust governance practices (independent chair, annual elections, majority voting, executive sessions each meeting, board/committee evaluations with external facilitator in FY2025) support board effectiveness .
- Ownership alignment: time‑based RSU component, anti‑hedging/pledging policy, and director ownership guidelines; Cochran progressing toward guideline compliance as a 2024 appointee .
- No material related‑party transactions involving directors or the CEO; none identified implicating Cochran .
-
Watch‑items/RED FLAGS:
- None identified specific to Cochran. Attendance thresholds broadly met across directors (except one director noted) and no over‑boarding concerns stated by SIG .
-
Contextual signal: SIG’s Say‑on‑Pay passed with 99.3% approval in June 2024, reflecting investor support for compensation governance overseen by HCMC (not director‑specific but relevant to her committee remit) .