Zackery Hicks
SIGNET JEWELERSAbout Zackery A. Hicks
Independent Director at Signet Jewelers Limited (SIG); age 62; director since October 2018. Currently Chief Digital and Technology Officer at Kimberly-Clark (since July 2022); previously EVP & Chief Digital Officer at Toyota Motor North America and CEO/President of Toyota Connected North America, leading connected car and digital transformation initiatives. Education: BS in Business Management (Pepperdine University) and MBA (University of California, Irvine). Hicks is independent under NYSE standards and serves as Chair of the Corporate Citizenship & Sustainability Committee and member of the Governance & Technology Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Toyota Motor North America | EVP & Chief Digital Officer | Apr 2018 – Jul 2022 | Led digital transformation and mobility strategy for North American operations and connected car ecosystem |
| Toyota Connected North America | CEO & President | Through Jul 2022 | Drove transformation from automobile to mobility company via connected intelligence services |
| Toyota (various roles) | Technology/Operations Leadership | 1996 – 2018 | Delivered large-scale innovation and efficiency across operations via advanced tech and data science |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kimberly-Clark Corporation | Chief Digital and Technology Officer | Jul 2022 – Present | Responsible for digital/business transformation and next-gen technology solutions |
Board Governance
- Committee assignments: Chair, Corporate Citizenship & Sustainability (CCS); Member, Governance & Technology (GT) .
- Committee meeting counts (FY2025): GT 4 meetings; CCS 5 meetings .
- Independence: Board affirmed Hicks as independent; majority-independent board with independent Chair .
- Attendance: Board met 7 times; incumbents averaged >92% attendance; no director attended <75% except Mr. Seiffer, implying Hicks ≥75% attendance; all directors at 2024 annual meeting except one (not identified as Hicks) .
- Executive sessions: Independent directors hold executive sessions at each regularly scheduled Board meeting .
- Board refreshment: 12‑year tenure limit policy with resignation on significant role change; active skills/refresh review .
- Share ownership policy: Directors must hold ≥3x the value of annual share award within 5 years; as of May 19, 2025, all independent directors met requirements except the newly added Ms. Cochran—Hicks met the guideline .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual Board Retainer (independent directors) – Cash | $105,000 | Paid quarterly |
| Annual Board Retainer – RSUs | $160,000 | Granted at annual meeting; one‑year cliff vesting |
| Committee Chair Fee – CCS | $20,000 | Paid in cash quarterly |
| Total Fees Earned in Cash (Hicks) | $125,000 | Reflects base + CCS chair fee |
| Meeting Fees | Not disclosed | No per‑meeting fees disclosed |
Performance Compensation
| Equity Type | Grant Date | Grant-Date Fair Value per RSU | Units/Status | Total Grant-Date Value (Hicks) | Vesting |
|---|---|---|---|---|---|
| RSUs (annual director grant) | Jun 28, 2024 | $89.13 per RSU | 1,641 may be acquired within 60 days of May 15, 2025 | $147,001 | One‑year cliff from grant date |
| Options/PSUs | — | — | None disclosed for directors | — | — |
- Directors do not have performance metrics (TSR, EBITDA, etc.) tied to director compensation; RSUs are time‑based with one‑year cliff vesting .
Other Directorships & Interlocks
| Company | Role | Tenure | Interlock/Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy biography lists executive roles; no concurrent public company directorships for Hicks disclosed . |
Expertise & Qualifications
- Technology, digital transformation, AI/data analytics oversight aligned to SIG’s omnichannel and cybersecurity governance (GT committee remit) .
- ESG and sustainability governance leadership (CCS committee chair: CSGs, responsible sourcing, external risk/reputation oversight) .
- Large‑scale operations and innovation delivery across industries; start‑up mindset complements board skill mix .
Equity Ownership
| Holder | Common Shares | Shares Acquirable Within 60 Days | Total Beneficial Ownership | % of Class | Pledged/Hedged |
|---|---|---|---|---|---|
| Zackery A. Hicks | 14,761 | 1,641 | 16,402 | <1% | Company prohibits pledging/hedging; none pledged |
- Director ownership guideline compliance: Hicks met the director guideline as of May 19, 2025 .
Governance Assessment
- Board effectiveness: Hicks chairs CCS (dedicated ESG/CSG oversight) and sits on GT (cybersecurity, AI, data governance), signaling substantive oversight of risk and sustainability—key to investor confidence in retail/e‑commerce resilience .
- Independence and engagement: Board majority independent; independent Chair; executive sessions at each regular meeting; attendance solid (board average >92%; Hicks not noted among exceptions) .
- Alignment: Director compensation skewed to equity (annual RSUs), with Hicks meeting ownership guidelines; hedging/pledging prohibited—reduces misalignment risk .
- Conflicts/related parties: Proxy states no material related‑party transactions involving any directors or the CEO; specific related‑party items disclosed do not implicate Hicks .
- Shareholder sentiment: Say‑on‑Pay passed with 99.3% approval in June 2024—indicates strong investor support for compensation governance framework .
- Red flags: None observed for Hicks on attendance, over‑boarding (board asserts none are over‑boarded), pledging/hedging, or related‑party transactions .