Fossil Group, Inc DEF 14A, filed Aug 12, 2026
Fossil Group, Inc. (FOSL)
About this DEF 14A
Fossil Group, Inc filed this DEF 14A on August 12, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.)
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Filed by a Party other than the Registrant ☐
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under §240.14a-12 |
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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No fee required. |
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
2
Notice of Annual Meeting of Stockholders
The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Fossil Group, Inc., a Delaware corporation (the “Company”), will be held in a virtual meeting format via webcast on the day and time set forth below: October 2, 2026 9:00 A.M. CT |
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REGISTRATION The Board of Directors has fixed the close of business on August 3, 2026 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of and to vote at the Annual Meeting or any adjournment(s) or postponement(s) thereof. Only stockholders of record at the close of business on the Record Date are entitled to notice of and to vote at the Annual Meeting. The stock transfer books will not be closed. A list of stockholders entitled to vote at the Annual Meeting will be available for examination at the offices of the Company and on the Company’s website for ten days prior to the meeting. MATERIALS The Annual Meeting materials include the Notice of Annual Meeting of Stockholders, the 2026 Proxy Statement, the 2025 Annual Report and the proxy card. Our Annual Meeting materials are available online at http://web.viewproxy.com/fossil/2026 |
ITEMS OF BUSINESS |
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Elect seven (7) directors to the Company’s Board of Directors to serve for a term of |
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Hold an advisory vote on executive compensation as disclosed in these materials. |
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To vote on a proposal to approve the First Amendment to the Fossil Group, Inc. 2024 Long-Term Incentive Plan. |
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Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 2, 2027. |
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You are cordially invited to attend the meeting. Whether or not you expect to attend the Annual Meeting virtually, you are urged to vote your shares as soon as possible so that your shares of stock may be represented and voted in accordance with your wishes and in order that the presence of a quorum may be assured at the Annual Meeting. You may vote your shares via a toll-free telephone number or over the Internet. Alternatively, if you request or receive a paper copy of the proxy materials by mail, you may vote by signing, dating and mailing the proxy card in the envelope provided. Voting in one of these ways will ensure that your shares are represented at the Annual Meeting. Your proxy will be revoked if you request its revocation in the manner provided in the enclosed proxy statement. |
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By Order of the Board of Directors,
Randy S. Hyne
Chief Legal Officer and Corporate Secretary
August 12, 2026
Table of Contents
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INTERNET AVAILABILITY AND ELECTRONIC DELIVERY OF PROXY DOCUMENTS |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
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PROPOSAL 3: APPROVAL OF THE FIRST AMENDMENT TO THE FOSSIL GROUP, INC. 2024 LONG-TERM INCENTIVE PLAN |
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PROPOSAL 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
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This proxy statement (this “Proxy Statement”) is furnished in connection with the solicitation by the Board of Directors (the “Board”) of Fossil Group, Inc., a Delaware corporation (the “Company”), of your proxy to be voted at the 2026 Annual Meeting of Stockholders of the Company (the “Annual Meeting”) to be held on October 2, 2026, at the time and place and for the purpose of voting on the matters set forth in the accompanying Notice of Annual Meeting of Stockholders (the “Annual Meeting Notice”) and at any adjournment(s) or postponement(s) thereof. These matters include:
We began mailing the Notice of Internet Availability of Proxy Materials (the “Proxy Notice”), and first made available the Proxy Statement and the accompanying form of the proxy to our stockholders, on or about August 12, 2026. When proxies are properly executed and received, the shares represented thereby will be voted at the Annual Meeting in accordance with the directions noted thereon. If no direction is indicated, the shares will be voted: FOR each of the seven (7) nominees named in this Proxy Statement for election to the Board under Proposal 1; FOR approval of the compensation of the Company’s Named Executive Officers (as defined in Executive Compensation) under Proposal 2; FOR the approval of the First Amendment to the Fossil Group, Inc. 2024 Long-Term Incentive Plan; and FOR the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 2, 2027 under Proposal 4.
FOSSIL GROUP |
2026 PROXY STATEMENT | 1 |
PROXY SUMMARY
Internet Availability and Electronic Delivery of Proxy Documents
Important notice regarding the availability of proxy materials for the Annual Meeting to be held on October 2, 2026: the Annual Meeting Notice, this Proxy Statement and our Annual Report to Stockholders covering the Company’s fiscal year ended January 3, 2026 (the “Annual Report”) are also available at http://web.viewproxy.com/fossil/2026
As permitted by Securities and Exchange Commission (“SEC”) rules, we are making the Annual Meeting Notice, this Proxy Statement and our Annual Report to Stockholders available to our stockholders primarily via the Internet, rather than mailing printed copies of these materials to each stockholder. We believe that this process will expedite stockholders’ receipt of proxy materials, lower the costs of the Annual Meeting and help to conserve natural resources. Each stockholder (other than those who previously requested electronic delivery of all materials or previously elected to receive delivery of a paper copy of the proxy materials) will receive a Proxy Notice containing instructions on how to access and review the proxy materials, including the Annual Meeting Notice, this Proxy Statement and the Annual Report, on the Internet and how to access an electronic proxy card to vote on the Internet. The Proxy Notice also contains instructions on how to receive a paper copy of the proxy materials. If you receive a Proxy Notice by mail, you will not receive a printed copy of the proxy materials unless you request one. If you receive a Proxy Notice by mail and would like to receive a printed copy of our proxy materials, please follow the instructions included in the Proxy Notice.
2 | 2026 PROXY STATEMENT |
FOSSIL GROUP |
PROPOSAL 1: ELECTION OF DIRECTORS
The Board currently consists of eight members. Each of our current directors will stand for re-election at the Annual Meeting, except Pamela B. Corrie, Kevin Mansell and Gail B. Tifford.
To be elected as a director, each director nominee must receive a majority of the votes cast at the Annual Meeting. A “majority of the votes cast” means that the number of shares voted “for” a director must exceed the number of votes cast “against” that director. Votes cast will exclude abstentions with respect to that director’s election. A description of our policy regarding nominees who receive a Majority Against Vote in an uncontested election is set forth under “Questions and Answers about the Annual Meeting — What is the Vote Required for Each Proposal?” Should any director nominee become unable or unwilling to accept nomination or election, the proxy holders may vote the proxies for the election, in his or her stead, of any other person the Board may nominate or designate. Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Each director nominee has consented to serve as a director if elected, and each director nominee has expressed his or her intention to serve the entire term.
The table below sets forth the names of the nominees to the Board of the Company along with the current ages of the nominees, their current position and approximate tenure on the Board as of August 12, 2026. Unless otherwise directed in the proxy, it is the intention of the persons named in the proxy to vote the shares represented by such proxy for the election of each of the director nominees. Other than Sebastian J. DiGrande and Chandhu Nair, each of the director nominees is presently a director of the Company.
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Age |
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Position |
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Tenure |
Susie Coulter |
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60 |
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Director |
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Sebastian J. DiGrande |
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59 |
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Director Nominee |
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Pamela J. Edwards |
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63 |
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Director |
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Franco Fogliato |
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56 |
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Director and Chief Executive Officer |
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Chandhu Nair |
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45 |
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Director Nominee |
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Marc Rey |
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61 |
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Director |
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Wendy L. Schoppert |
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59 |
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Director |
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* Rounded to the nearest half year.
FOSSIL GROUP |
2026 PROXY STATEMENT | 3 |
PROPOSAL 1: ELECTION OF DIRECTORS
The following sets forth biographical information and qualifications and skills for each director nominee:
Susie Coulter
AGE | 60
DIRECTOR SINCE | 2022
COMMITTEES | NCG
Executive Roles:
Susie Coulter was appointed to the Board in December 2022, and she is currently the chair of the Company’s Nominating and Corporate Governance Committee. Ms. Coulter is the founder and Chief Executive Officer of ARQ Botanics LLC, a personal care company specializing in all-natural skin care products. Previously, Ms. Coulter was the co-founder and served as Chief Executive Officer of Bronty Beauty LLC, a beauty company specializing in all-natural skin care products, from 2017 to 2020. From 2012 to 2016, Ms. Coulter served as the President of Victoria’s Secret Beauty for L Brands, Inc. (n/k/a Victoria’s Secret & Co. (NYSE: VSXY)). From 1998 to 2012, Ms. Coulter served in a number of executive leadership roles, most recently as President of Ralph Lauren Retail, at Ralph Lauren Corporation (NYSE: RL), an apparel retailer.
Other Public Company Boards:
Ms. Coulter serves on the board of directors of Abercrombie & Fitch Co. (NYSE: ANF).
Key Qualifications and Certifications: Ms. Coulter has executive leadership experience having served as a founder and chief executive officer in addition to her roles as president for large global retail organizations. Ms. Coulter also has experience with supply chain and logistics, marketing, global operations, omnichannel and digital commerce, branding, product sourcing and development, merchandising and consumer facing retail. In addition, Ms. Coulter has experience with corporate governance, environmental, social and risk management and is NACD Directorship Certified. |
Sebastian J. DiGrande
AGE | 59
DIRECTOR SINCE | n/a
COMMITTEES | n/a
Executive Roles:
Sebastian J. DiGrande co-founded and, since 2022, has served as Chief Executive Officer of PCX Markets, a venture-backed climate technology and plastic responsibility platform operating in 16 countries. From 2016 to 2020, Mr. DiGrande served as Executive Vice President of Strategy and Chief Customer Officer at Gap, Inc. (NYSE: GAP), a $16 billion global multi-brand specialty retailer. From 1995 to 2016, Mr. DiGrande held roles of increasing responsibility at The Boston Consulting Group (“BCG”), a global management consulting firm, ultimately serving as Senior Partner and Managing Director. At BCG, he also served as Americas Leader of the Technology, Media and Telecommunications Practice for eight years and led the global Technology Practice for Marketing, Sales and Pricing for a decade, advising Fortune 500 companies and their boards on strategy, transformation, M&A and organizational change.
Other Public Company Boards:
Mr. DiGrande previously served on the board of directors of Big Lots, Inc. from 2018 to 2025.
4 | 2026 PROXY STATEMENT |
FOSSIL GROUP |
PROPOSAL 1: ELECTION OF DIRECTORS
Key Qualifications and Certifications: Mr. DiGrande has current CEO leadership experience, public company board and committee chair experience, and over two decades of strategic advisory experience serving Fortune 500 companies and their boards. His areas of expertise include digital transformation and omnichannel commerce, technology strategy, data analytics, corporate strategy and M&A, international business, human capital management and compensation governance, and ESG and sustainability. Mr. DiGrande also has cybersecurity experience through his technology leadership roles and board service. As CEO of PCX Markets, Mr. DiGrande has direct experience with climate-related risk assessment, ESG strategy and Extended Producer Responsibility compliance. |
Pamela J. Edwards
AGE | 63
DIRECTOR SINCE | 2025
COMMITTEES | Audit
Executive Roles:
Pamela J. Edwards was appointed to the Board in May 2025, and she is currently a member of the Company’s Audit Committee. Ms. Edwards previously served as the Chief Financial Officer and Executive Vice President of Citi Trends, Inc. (NASDAQ: CTRN), a retail clothing company, from 2021 to 2022. Prior to Citi Trends, Ms. Edwards held various roles with L Brands Inc. (NYSE: BBWI), one of the world’s leading specialty retailers, including as Chief Financial Officer and Executive Vice President of its Mast Global division from 2017 to 2020, Chief Financial Officer of its Victoria's Secret division (n/k/a Victoria’s Secret & Co. (NYSE: VSXY)) from 2007 to 2017, and Chief Financial Officer of its Express division from 2005 to 2007. Prior to that, Ms. Edwards worked in various business and financial planning roles at Gap/Old Navy (NYSE: GAP), Sears Roebuck and Kraft Foods (NASDAQ: KHC).
Other Public Company Boards:
Ms. Edwards currently serves on the board of directors of Citi Trends, Inc. (NASDAQ: CTRN). She previously served on the board of directors of Olaplex Holdings, Inc. (NASDAQ: OLPX) from 2025 to 2026, The Azek Company, Inc. (NYSE: AZEK) from 2023 to 2025, Hibbett, Inc. (NASDAQ: HIBB) from 2022 to 2024, and NMG Holding Company, Inc. (f/n/a Neiman Marcus Group LLC) from 2020 to 2024.
Key Qualifications and Certifications: Ms. Edwards has over 30 years of experience in finance, strategy and operations leadership across a variety of retail brands and sectors. She has extensive board governance and is also NACD Directorship Certified. |
Franco Fogliato
AGE | 56
DIRECTOR SINCE | 2024
COMMITTEES | n/a
Executive Roles:
Franco Fogliato was appointed Chief Executive Officer and a member of the Board effective September 2024. Mr. Fogliato most recently served as President and Chief Executive Officer of Salomon, a division of Amer Sports, Inc. (NYSE: AS), from 2021 to 2024. Amer Sports designs, manufactures, markets, distributes and sells sports equipment, apparel,
FOSSIL GROUP |
2026 PROXY STATEMENT | 5 |
PROPOSAL 1: ELECTION OF DIRECTORS
footwear and accessories. Previously, from 2013 to 2021, Mr. Fogliato served in various roles for Columbia Sportswear Company (NASDAQ: COLM), a leading innovator in active outdoor apparel, footwear, accessories and equipment, most recently as Executive Vice President and President Global Omnichannel. From 2004 to 2013, Mr. Fogliato served as Chief Executive Officer at Billabong Group Europe (formerly BBG: ASX), a surf, swim and lifestyle apparel company. Earlier in his career he held various executive roles with VF’s North Face brand (NYSE: VFC).
Other Public Company Boards:
None
Key Qualifications and Certifications: Mr. Fogliato has executive leadership, retail, omnichannel, restructuring, strategic, marketing and international experience having served in a number of leadership positions for global brands at public companies. Mr. Fogliato is certified in Corporate Governance by INSEAD. |
Chandhu Nair
AGE | 45
DIRECTOR SINCE | n/a
COMMITTEES | n/a
Executive Roles:
Chandhu Nair has served as Senior Vice President, Technology – Stores, Artificial Intelligence and Innovation for Lowe’s Companies, Inc. (NYSE: LOW) since 2022. From 2020 to 2022, he served as Vice President, Technology – Omnichannel, Marketing and Customer Engagement at Lowe’s. Previously, Mr. Nair co-founded and served as Chief Executive Officer of Cognitive Retail Inc. from 2018 to 2020. Earlier in his career, he held e-commerce and technology leadership roles at Staples Inc. and Infosys Limited (NYSE: INFY).
Other Public Company Boards:
None
Key Qualifications and Certifications: Mr. Nair has executive leadership experience in global retail, enterprise technology, digital and omnichannel commerce, data, artificial intelligence and innovation. He also has experience in cybersecurity, product management, systems engineering, marketing and customer engagement technology, supply chain, global operations, talent management, and mergers and acquisitions, including technology diligence and post-acquisition integration. Mr. Nair holds certificates in Architecting the Future Enterprise from the Massachusetts Institute of Technology and Leadership in the Age of AI. |
Marc Rey
AGE | 61
DIRECTOR SINCE | 2020
COMMITTEES | CTM
Executive Roles:
Marc Rey was appointed to the Board in July 2020 and is currently a member of the Company’s Compensation and Talent Management Committee. Mr. Rey currently serves as an advisor to beauty companies, private equity and consulting firms. Mr. Rey served as the Chief Executive Officer of Beautycounter, a private clean beauty brand, from 2022 to 2023.
6 | 2026 PROXY STATEMENT |
FOSSIL GROUP |
PROPOSAL 1: ELECTION OF DIRECTORS
Mr. Rey served as President and Chief Executive Officer of Shiseido Americas, a division of Shiseido Company Limited (TYO: SSDOY), and Chief Growth Officer of Shiseido Group Limited, a leading global beauty company, from 2015 to 2020. From 2014 to 2015, Mr. Rey served as Senior Vice President for Coty North America (NYSE: COTY) and President of Coty USA, a leading global beauty company, and served as Regional Vice President North America from 2012 to 2014. From 2009 to 2012, Mr. Rey served in various roles for L’Oreal USA (Euronext Paris: OR), including President International Designers Collections from 2010 to 2012, President Specialty Beauty Group from 2009 to 2010 and President Giorgio Armani and Yves Saint Laurent Beauty USA in 2009.
Other Public Company Boards:
None
Key Qualifications and Certifications: Mr. Rey has extensive leadership experience as the CEO of a major beauty company and has over 30 years of consumer products experience, as well as growth, turnaround, change management, digital transformation, multichannel and brand marketing, retail, commercial, international and human capital experience. |
Wendy L. Schoppert
AGE | 59
DIRECTOR SINCE | 2025
COMMITTEES | Audit and CTM
Executive Roles:
Wendy L. Schoppert was appointed to the Board in May 2025, and she is currently a member of the Company’s Audit Committee and Compensation and Talent Management Committee. Ms. Schoppert served as Executive Vice President and Chief Financial Officer of Sleep Number Corporation from 2011 to 2014. During her tenure at Sleep Number, Ms. Schoppert also served as Senior Vice President and Chief Information Officer from 2008 to 2011 and Senior Vice President, International and New Channel Development from 2005 to 2008. Prior to joining Sleep Number, Ms. Schoppert led U.S. Bank’s Private Asset Management team and served as Head of Product, Marketing & Corporate Development for U.S. Bank’s Asset Management division from 2002 to 2005. Ms. Schoppert began her career in the airline industry, serving in various financial, strategic and general management leadership positions at American Airlines (NASDAQ: AAL), Northwest Airlines (NYSE: NWA) and America West Airlines.
Other Public Company Boards:
Ms. Schoppert currently serves on the board of directors of DaVita, Inc. (NYSE: DVA). Ms. Schoppert previously served on the board of directors of Sun Country Airlines from 2025 to 2026, The ODP Corporation (Office Depot) from 2020 to 2025, The Hershey Company (NYSE: HSY) from 2017 to 2023, Bremer Bank from 2017 to 2024, and Big Lots, Inc. from 2015 to 2025.
Key Qualifications and Certifications: Ms. Schoppert has over 30 years of diverse finance and operational leadership experience and extensive retail, information technology, digital, marketing, and international experience. She also has extensive board governance experience, is NACD Directorship Certified and earned the CERT Certificate in Cybersecurity Oversight. |
FOSSIL GROUP |
2026 PROXY STATEMENT | 7 |
PROPOSAL 1: ELECTION OF DIRECTORS
BOARD COMPOSITION AND QUALIFICATIONS
We have no current agreements obligating the Company to nominate a particular candidate as a director, and none of our directors represents a special interest or a particular stockholder or group of stockholders.
We believe that our business accomplishments are a result of the efforts of our employees around the world, and that a diverse employee population will result in a better understanding of our customers’ needs. Our success with a diverse workforce also informs our views about the value of a Board that has persons of diverse skills, experiences and backgrounds. To this end, the Board seeks to identify candidates with areas of knowledge or experience that will expand or complement the Board’s existing expertise. Diversity in skills and backgrounds ensures that the widest range of options and viewpoints are expressed in the boardroom.
Consistent with the Company’s Corporate Governance Guidelines, the Board desires a diverse group of candidates who possess the background, skills, expertise and time to make a significant contribution to the Board, the Company and its stockholders. The Nominating and Corporate Governance Committee makes recommendations to the Board concerning the composition of the Board and its committees, including size and qualifications for membership. The Nominating and Corporate Governance Committee evaluates prospective nominees against the standards and qualifications set forth in the Company’s Corporate Governance Guidelines, as well as other relevant factors it deems appropriate.
Listed below are the skills and experience that we have considered important for our directors to have in light of our current business and structure. The director nominees’ biographies above note each nominee’s relevant experience, skills and qualifications relative to this list.
Public Company Board Experience
Directors who have served or serve on other public company boards can offer advice and insights with regard to the dynamics and operation of a board of directors, the relationship between a board and the CEO and other management personnel, the importance of particular agenda items and oversight of a changing mix of strategic, operational and compliance matters.
Senior Leadership Experience
Directors who have served as CEOs and in other senior leadership positions bring experience and perspective in analyzing, shaping, and overseeing the execution of important operational and policy issues at a senior level. These directors’ insights and guidance, and their ability to assess and respond to situations encountered in serving on the Board, may be enhanced if their leadership experience was developed at businesses or organizations that operated on a global scale or involved technology or other rapidly evolving business models.
Interpersonal Skills
Directors with different backgrounds and skills help build diversity on the Board and maximize group dynamics in terms of function, background, experience, education, thought, gender, race and age.
The Board of Directors unanimously recommends that stockholders vote “FOR” the election of each Director Nominee set forth above for the Board of Directors. |
8 | 2026 PROXY STATEMENT |
FOSSIL GROUP |
CORPORATE GOVERNANCE AND OTHER BOARD MATTERS
Corporate Governance and Other Board Matters
The Company, with the oversight of the Board and its committees, operates within a comprehensive plan of corporate governance for the purpose of defining independence, assigning responsibilities, setting high standards of professional and personal conduct and assuring compliance with such responsibilities and standards. The Company regularly monitors developments in the area of corporate governance. Copies of the Company’s Corporate Governance Guidelines can be obtained free of charge from the Company’s website, www.fossilgroup.com, by contacting the Company at 901 S. Central Expressway, Richardson, Texas 75080 to the attention of Investor Relations, or by telephone at (972) 234-2525.
BOARD COMMITTEES AND MEETINGS
The Board held eleven meetings during the fiscal year ended January 3, 2026. During 2025, each director nominee attended 75% or more of the aggregate of the meetings of the Board and the meetings held by all committees of the Board on which such director nominee then served. The Board strongly encourages that directors make a reasonable effort to attend the Annual Meeting. All of the then current members of the Board attended the Company’s 2025 Annual Meeting of Stockholders.
During 2025, the Board had four committees: the Audit Committee, the Compensation and Talent Management Committee, the Nominating and Corporate Governance Committee and the Strategic Planning and Finance Committee. The Strategic Planning and Finance Committee was dissolved effective December 1, 2025. See “Board Committees and Meetings”. Each of the remaining committees has a written charter approved by the Board. Copies of the charters can be obtained free of charge from the Company’s website, www.fossilgroup.com, by contacting the Company at 901 S. Central Expressway, Richardson, Texas 75080 to the attention of Investor Relations, or by telephone at (972) 234-2525.
The committees on which the directors served as of August 12, 2026 and the number of committee meetings held in fiscal year 2025 are shown in the chart below.
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Audit Committee |
Compensation |
Nominating |
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Pamela B. Corrie |
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X |
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Susie Coulter |
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Pamela J. Edwards |
X |
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Franco Fogliato |
— |
— |
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Kevin Mansell |
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Marc Rey |
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X |
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Wendy L. Schoppert |
X |
X |
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Gail B. Tifford |
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X |
Number of Committee |
9 |
4 |
4 |
= Committee Chair
FOSSIL GROUP |
2026 PROXY STATEMENT | 9 |
Audit Committee
The functions of the Audit Committee are to:
Deloitte & Touche LLP, the Company’s principal independent registered public accounting firm, reports directly to the Audit Committee. The Audit Committee, consistent with the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and the rules adopted thereunder, meets with management and the Company’s independent registered public accounting firm prior to the filing of officers’ certifications with the Securities and Exchange Commission (“SEC”) to receive information concerning, among other things, significant deficiencies in the design or operation of internal control over financial reporting. The Audit Committee has adopted a procedure that enables confidential and anonymous reporting to the Audit Committee of concerns regarding questionable accounting or auditing matters. The Company’s internal audit group reports directly to the Audit Committee on a quarterly basis.
All members of the Audit Committee have been determined to be financially literate and to meet the appropriate SEC and Nasdaq standards for independence. See “Director Independence” below. The Audit Committee includes three independent directors, Mses. Corrie, Edwards and Schoppert who have each been determined by the Board to meet the qualifications of an “audit committee financial expert” in accordance with SEC rules.
Compensation and Talent Management Committee
The functions of the Compensation and Talent Management Committee are to:
All members of the Compensation and Talent Management Committee have been determined to meet the appropriate Nasdaq standards for independence. See “Director Independence” below. Further, each member of the Compensation and Talent Management Committee is a “Non-Employee Director” as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
10 | 2026 PROXY STATEMENT |
FOSSIL GROUP |
CORPORATE GOVERNANCE AND OTHER BOARD MATTERS
COMPENSATION DECISION MAKING PROCESS
Roles and Responsibilities
The Compensation and Talent Management Committee The Compensation and Talent Management Committee is appointed by the Board to exercise the Board’s authority to compensate the executive management team and administer our stock-based and incentive compensation plans. The Compensation and Talent Management Committee typically meets in separate sessions at least on a quarterly basis. In addition, the Compensation and Talent Management Committee sometimes schedules special meetings or non-meeting “work sessions,” either by telephone or in person, as necessary to fulfill its duties. Meeting agendas are established by the chairperson after consultation with other members of the Compensation and Talent Management Committee and our CEO. During fiscal year 2025, the Compensation and Talent Management Committee was comprised of Mr. Belgya, Mr. Mansell and Mr. Rey, until the Company's 2025 Annual Meeting of Stockholders when Mr. Belgya did not stand for reelection and Ms. Schoppert was appointed to the committee. The Compensation and Talent Management Committee’s full responsibilities with respect to our compensation practices are set forth in its charter, which can be found on our investor relations site: fossilgroup.com/investors.
The Compensation Consultant The Compensation and Talent Management Committee engaged Korn Ferry to assist them (and management) in reviewing and determining appropriate, competitive compensation for our executive officers for fiscal year 2025. Korn Ferry reviewed the design and competitiveness of the Company’s executive compensation programs. Korn Ferry has continued to provide to us, at our request, benchmarking, best practices and other data relevant to our compensation programs and changes thereto. The Compensation and Talent Management Committee determined that the work of Korn Ferry did not raise any conflicts of interest in fiscal year 2025. In making this assessment, the Compensation and Talent Management Committee considered the independence factors enumerated in Rule 10C-1(b) under the Exchange Act, including the other services that Korn Ferry provided to the Company, the level of fees received from the Company as a percentage of Korn Ferry’s total revenue, policies and procedures employed by Korn Ferry to prevent conflicts of interest, and whether the individual Korn Ferry advisers to the Compensation and Talent Management Committee own any stock of the Company or have any business or personal relationships with members of the Compensation and Talent Management Committee or our executive officers.
Company Executives Our CEO, other members of management, and Compensation and Talent Management Committee members regularly discuss our compensation issues and the performance and retention of our NEOs. Our CEO typically recommends to the Compensation and Talent Management Committee for its review, modification and approval of the annual base salary, bonus and equity awards (if any) for the other members of the executive management team. Certain members of the executive management team and other employees regularly attend portions of Compensation and Talent Management Committee meetings in order to provide information and recommendations to the Compensation and Talent Management Committee as requested, although the Compensation and Talent Management Committee meets in executive session with only Compensation and Talent Management Committee members present when it deems appropriate.
Peer Group
Attracting, retaining, and motivating top talent is critical to drive our success. Each year we review our peer group to ensure total compensation components, design and practices are competitive with similar companies. The following was considered when determining our peer group:
FOSSIL GROUP |
2026 PROXY STATEMENT | 11 |
CORPORATE GOVERNANCE AND OTHER BOARD MATTERS
Based on this analysis, for fiscal year 2025, we removed Chico's FAS, Inc. and Express, Inc., as these companies were no longer publicly listed. For fiscal year 2025, the peer group consisted of the following 11 companies:
Caleres, Inc. |
|
Lands’ End, Inc. |
|
The Children’s Place, Inc. |
Genesco, Inc. |
|
Movado Group, Inc. |
|
Wolverine World Wide, Inc. |
G-III Apparel Group, Ltd. |
|
Oxford Industries, Inc. |
|
Zumiez, Inc. |
Guess, Inc. |
|
Steven Madden, Ltd. |
|
|
Korn Ferry obtains relevant data from each company’s respective SEC filings, from Korn Ferry’s proprietary surveys or as otherwise available. The data reviewed by the Compensation and Talent Management Committee in setting fiscal year 2025 compensation included compensation information for each of the named executive officers identified by each company as well as each company’s financial performance data. From this company-specific information as well as the surveys reviewed, Korn Ferry presented the data to the Compensation and Talent Management Committee by each compensation element. This data provided visibility into how the compensation of each of our NEOs compared to the peer group counterpart with respect to each compensation component and total compensation. The Compensation and Talent Management Committee evaluated base salaries, target bonuses, actual bonuses, equity awards and any other incentive programs for which we could obtain data. The Compensation and Talent Management Committee did not assign any particular weights or formulas to the individual elements of compensation at peer companies or shown in the surveys. Rather, the Compensation and Talent Management Committee evaluated the compensation of each of the NEOs in light of the totality of the information reviewed for their peers.
12 | 2026 PROXY STATEMENT |
FOSSIL GROUP |
CORPORATE GOVERNANCE AND OTHER BOARD MATTERS
Nominating and Corporate Governance Committee
The functions of the Nominating and Corporate Governance Committee are to:
The Nominating and Corporate Governance Committee regularly reviews the purposes of the Board committees, recommends to the Board any necessary or desired changes to the purposes and membership of such committees and whether any committees should be created or discontinued. In addition, the Nominating and Corporate Governance Committee conducts with the full Board an annual review of the Company’s succession plans relating to the Chairperson and CEO positions. The Nominating and Corporate Governance Committee’s role also includes periodically reviewing the compensation paid to non-employee directors and making recommendations to the Board for any adjustments. The Nominating and Corporate Governance Committee reviews the Company’s activities and practices regarding environmental, social, and related governance matters that are significant to the Company and reviews the Company’s philanthropic activities. All members of the Nominating and Corporate Governance Committee have been determined to meet the Nasdaq standards for independence. See “Director Independence” below.
Strategic Planning and Finance Committee
In July 2024, the Board formed a special Strategic Planning and Finance Committee (the “SPC”) to assist the Board in fulfilling its oversight duties and to review, oversee, implement, evaluate, monitor, negotiate, and make recommendations to the Board with respect to (i) financing and re-financing alternatives available to the Company and (ii) any restructuring or recapitalization of the Company. For service on the SPC, the chair of the SPC received a monthly retainer of $30,000 and members of the SPC received a monthly retainer of $20,000. As a result of the completion of the Company's financing and restructuring activities in November 2025, the Board dissolved the SPC effective December 1, 2025.
FOSSIL GROUP |
2026 PROXY STATEMENT | 13 |
CORPORATE GOVERNANCE AND OTHER BOARD MATTERS
DIRECTOR INDEPENDENCE
The standards relied upon by the Board in affirmatively determining whether a director is “independent” in compliance with the rules of Nasdaq are comprised, in part, of those objective standards set forth in the Nasdaq Marketplace Rules, which include the following bright line rules: (i) a director who is or was at any time during the past three years an employee, or whose immediate family member (defined as a spouse, parent, child, sibling, whether by blood, marriage or adoption, and anyone sharing the director’s home) is or was at any time during the past three years an executive officer of the Company, would not be independent; (ii) a director who received, or whose immediate family member received, from the Company compensation of more than $120,000 during any twelve consecutive months within the three years preceding the determination of independence, except for certain permitted payments, would not be independent; (iii) a director who is or who has an immediate family member who is, a current partner of the Company’s outside auditor or who was, or who has an immediate family member who was, a partner or employee of the Company’s outside auditor who worked on the Company’s audit at any time during any of the past three years would not be independent; (iv) a director who is, or whose immediate family member is, employed as an executive officer of another entity where at any time during the past three years any of the Company’s executive officers served on the compensation committee would not be independent; and (v) a director who is, or who has an immediate family member who is, a partner in, or a controlling shareholder or an executive officer of any organization that, in the current or any of the past three fiscal years, has made payments to, or received payments from, the Company for property or services in an amount that, in any single fiscal year, exceeds the greater of $200,000, or 5% of such recipient’s consolidated gross revenues, except for permitted payments, would not be independent.
The Board, in applying the above referenced standards, has affirmatively determined that each of the following directors and director nominees is “independent” as defined by Rule 5605(a)(2) of the Nasdaq listing standards: Pamela B. Corrie, Susie Coulter, Sebastian J. DiGrande, Pamela J. Edwards, Kevin Mansell, Chandhu Nair, Marc Rey, Wendy L. Schoppert and Gail B. Tifford. As part of the Board’s process in making such determination, each such director provided written assurances that all of the above cited objective criteria for independence are satisfied and such director has no other “material relationship” with the Company that could interfere with such director’s and director nominee’s ability to exercise independent judgment.
BOARD LEADERSHIP STRUCTURE
The Board is committed to promoting effective, independent governance of the Company. The Board strongly believes it is in the best interests of the stockholders and the Company for the Board to have the flexibility to select the best director to serve as Chairperson at any given time, regardless of whether that director is an independent director or the CEO. Consequently, our Corporate Governance Guidelines allow the Board to determine whether to separate or combine the roles of the Chairperson and CEO. Currently, the Board has determined that it is in the best interests of the stockholders and the Company for Mr. Mansell to serve as our Chairperson. Mr. Mansell is not and has not been a member of management.
Responsibilities of the Chairperson of the Board
As Chairperson, Mr. Mansell has primary responsibility for presiding over meetings of the Board and executive sessions of our independent directors and for managing the Board. The Chairperson’s duties and responsibilities include the following:
• establishing procedures to govern the Board’s work and annual schedules for the Board;
• in collaboration with the CEO, establishing agendas for all Board meetings, organizing discussion items, and workflow;
14 | 2026 PROXY STATEMENT |
FOSSIL GROUP |
CORPORATE GOVERNANCE AND OTHER BOARD MATTERS
• facilitating communication between and among the independent directors and Company management, including promoting effective communications on developments occurring between Board meetings;
• working with the Chair of the Nominating and Corporate Governance Committee with respect to recruitment, selection, and orientation of new Board members, as well as Board committee composition;
• leading the Board’s review of the succession plan for our CEO and other key members of senior management;
• coordinating Board input and review of management’s strategic plan for the Company;
• providing strategic advice to our CEO on operational and financial matters, as necessary;
• briefing the CEO on issues and concerns arising in the executive sessions of our independent directors;
• coordinating the Board’s evaluation process and the annual performance review of the CEO; and
• being available for consultation and direct communication with the Company’s stockholders.
The Company’s independent directors held five formal meetings without management during fiscal year 2025.
DIRECTOR NOMINATION POLICY
The Company has a standing Nominating and Corporate Governance Committee consisting entirely of independent directors. Each director nominee was recommended to the Board by the Nominating and Corporate Governance Committee for selection.
The Nominating and Corporate Governance Committee will consider all proposed nominees for the Board, including those put forward by stockholders. Stockholder nominations should be addressed to the Nominating and Corporate Governance Committee in care of Randy S. Hyne, Chief Legal Officer and Secretary, at 901 S. Central Expressway, Richardson, Texas 75080, in accordance with the provisions of the Company’s Bylaws. The Nominating and Corporate Governance Committee annually reviews with the Board the applicable skills and characteristics required of Board nominees in the context of current Board composition and Company circumstances. In making its recommendations to the Board, the Nominating and Corporate Governance Committee considers all factors it believes are appropriate, which may include experience, accomplishments, education, understanding of the business and the industry in which the Company operates, specific skills, general business acumen and the highest personal and professional integrity. Generally, the Nominating and Corporate Governance Committee will first consider current Board members because they meet the criteria listed above and possess an in-depth knowledge of the Company, its history, strengths, weaknesses, goals and objectives. This level of knowledge has proven very valuable to the Company. In determining whether to recommend a director for re-election, the Nominating and Corporate Governance Committee also considers the director’s past attendance at meetings and participation in and contributions to the activities of the Board.
The Board and the Nominating and Corporate Governance Committee aim to assemble a diverse group of Board members and believe that no single criterion is determinative in obtaining diversity on the Board. The Board defines diversity as differences of viewpoint, professional experience, education and skills such as a candidate’s range of experience serving on other public company boards, the balance of the business interest and experience of the candidate as compared to the incumbent or other nominated directors, and the need for any particular expertise on the Board or one of its committees.
RISK OVERSIGHT
The Board has primary responsibility for risk oversight and takes an active role in overseeing the management of the Company’s risks. The Board implements its risk oversight function both as a whole and through committees, which play a significant role in carrying out risk oversight. The Board reviews
FOSSIL GROUP |
2026 PROXY STATEMENT | 15 |
CORPORATE GOVERNANCE AND OTHER BOARD MATTERS
information concerning enterprise risks through regular reports of each Board committee, including information regarding financial reporting, accounting, cybersecurity, compliance and internal audit risk matters from the Audit Committee, compensation-related risk from the Compensation and Talent Management Committee and environmental, social and governance-related risk from the Nominating and Corporate Governance Committee. In addition, our Audit, Compensation and Talent Management and Nominating and Corporate Governance Committees are comprised solely of independent directors and have responsibility for the review of certain risks as defined in their governing documents. As part of its oversight, the Board receives and reviews regular reports from members of senior management and our Corporate Compliance Department, which facilitates our Enterprise Risk Management Committee (the “ERM Committee”), comprised of a group of cross-functional executive leaders. The ERM Committee meets on a quarterly basis to review, prioritize, and address mitigation strategies for major risk exposures. The ERM Committee also considers new and emerging risks. As part of its risk oversight role, the Board receives quarterly reports on our enterprise risk management program and a more detailed annual presentation covering enterprise risk management methodology, changes in gross and residual risk and the progress of mitigation activities. Risk assessment results and mitigation plans for significant enterprise risks, such as financial, operational, security and cybersecurity, artificial intelligence, business continuity, legal and regulatory risks, are developed and monitored by management, including management “risk owners” in conjunction with the ongoing ERM program.
CODES OF BUSINESS CONDUCT AND ETHICS
The Company has adopted a Code of Conduct and Ethics that applies to directors, officers and other employees of the Company and its subsidiaries. In addition, the Company has adopted a Code of Ethics for Senior Financial Officers, which includes the Company’s principal executive officer, principal financial officer, and principal accounting officer. Violations of our Code of Conduct and Ethics and our Code of Ethics for Senior Financial Officers (the “Company Codes”) may be reported to the Audit Committee. Copies of the Company Codes can be obtained free of charge from the Company’s website, www.fossilgroup.com, by contacting the Company at 901 S. Central Expressway, Richardson, Texas 75080, to the attention of Investor Relations, or by telephone at (972) 234-2525. The Company intends to post any amendments to, or waivers from, the Company Codes that apply to its principal executive officer, principal financial officer, and principal accounting officer on its website at www.fossilgroup.com.
ANNUAL BOARD ASSESSMENT
The Board engaged an independent third party to conduct the annual assessment for 2025. The standing committees conducted a self-assessment of their effectiveness for 2025. In conducting these self-assessments, the committees may use interviews of the members conducted by the chair of the committees, written questionnaires or other assessment tools. In early 2026, the Board also engaged a third party to conduct a skills assessment of the current Board members.
PLEDGING OF COMPANY SECURITIES
The Company has an
HEDGING OF COMPANY SECURITIES
Certain forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, allow a stockholder to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. These transactions allow the stockholder to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, the stockholder
16 | 2026 PROXY STATEMENT |
FOSSIL GROUP |
CORPORATE GOVERNANCE AND OTHER BOARD MATTERS
may no longer have the same objectives as the Company’s other stockholders. Therefore, under our Insider Trading Policy, directors, officers and employees are prohibited from engaging in any such hedging transactions.
COMMUNICATION WITH THE BOARD OF DIRECTORS
A stockholder who wishes to communicate with the Board, or specific individual directors, including the non-management directors as a group, may do so by writing to such director or directors in care of Randy S. Hyne, Chief Legal Officer and Secretary, at 901 S. Central Expressway, Richardson, Texas 75080. Communication(s) directed to members of the Board who are employees will be relayed to the intended Board member(s), except to the extent that it is deemed unnecessary or inappropriate to do so pursuant to the procedures established by a majority of the independent directors. Communications directed to non-management directors will be relayed to the intended Board member(s), except to the extent that doing so would be contrary to the instructions of the non-management directors. Any communication so withheld will nevertheless be made available to any non-management director who wishes to review it.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee is comprised of three independent directors. The Board has determined that each member of the Audit Committee satisfies all applicable financial literacy requirements, and each member is independent as required by the Sarbanes-Oxley Act and as “independent” is defined by the listing standards of Nasdaq. Our Board has determined that each member of the Audit Committee meets the definition of an “audit committee financial expert” as defined by the SEC.
Roles and Responsibilities
The Audit Committee operates under a written charter approved by our Board, which can be found on our website at www.fossilgroup.com. The Audit Committee oversees our financial reporting process, including internal control over financial reporting on behalf of the Board of Directors. Management has the primary responsibility for the preparation, presentation, and integrity of the Company’s consolidated financial statements, for the appropriateness of the accounting principles and financial reporting policies and practices that are used by the Company and for maintaining appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The Company’s independent auditor, Deloitte & Touche, LLP (“D&T”), is responsible for auditing the Company’s consolidated financial statements and expressing an opinion as to their conformity with U.S. generally accepted accounting principles. Additionally, D&T expresses an opinion on whether the Company maintained in all material respects, effective internal control over financial reporting.
Fiscal Year 2025 Actions
The Audit Committee held discussions with management, internal audit and D&T and met independently as a committee. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles. The Audit Committee has reviewed and discussed the consolidated financial statements as of and for the fiscal year ended January 3, 2026 with management and D&T. These discussions included a review of the quality, not just acceptability, of the Company’s accounting policies, the reasonableness of significant estimates and judgments, and such other matters as are required to be discussed with the Audit Committee by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. In addition, the Audit Committee reviewed and discussed with management and D&T the adequacy and effectiveness of the Company’s internal control over financial reporting, including the respective reports of management and D&T on the effectiveness of the Company’s internal control over financial reporting. The Audit Committee has also received the written disclosures and the letter from D&T required by applicable requirements of the PCAOB regarding D&T’s communications with the Audit Committee concerning
FOSSIL GROUP |
2026 PROXY STATEMENT | 17 |
CORPORATE GOVERNANCE AND OTHER BOARD MATTERS
independence and has discussed with D&T their independence from the Company. The Audit Committee has concluded that D&T’s provision of audit and non-audit services to the Company is compatible with D&T’s independence.
Committee Recommendation to Include Financial Statements in Annual Report
The Audit Committee relied, without independent verification, on information provided to us and the representations made by management, internal audit, and D&T. In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board approved, that the Company’s audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2026.
AUDIT COMMITTEE
Pamela B. Corrie, Chair
Pamela J. Edwards
Wendy L. Schoppert
March 3, 2026
18 | 2026 PROXY STATEMENT |
FOSSIL GROUP |
CORPORATE GOVERNANCE AND OTHER BOARD MATTERS
DIRECTOR COMPENSATION
Cash Compensation
The following table shows the annual cash retainers paid to non-employee directors, committee chairpersons and committee members in fiscal year 2025.
|
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Position |
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Amount(1) |
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|
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Non-Employee Director |
|
|
$ |
140,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Independent Chair of the Board |
|
|
$ |
35,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit Committee Chairperson |
|
|
$ |
25,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit Committee Member |
|
|
$ |
15,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and Talent Management Committee Chairperson |
|
|
$ |
20,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and Talent Management Committee Member |
|
|
$ |
10,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nominating and Corporate Governance Committee Chairperson |
|
|
$ |
15,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nominating and Corporate Governance Committee Member |
|
|
$ |
10,000 |
|
|
|
|
|
|
|
|
|
Equity Compensation
Each outside director of the Company who does not elect to decline to participate in the Fossil Group, Inc. 2024 Long-Term Incentive Plan (the “2024 Plan”) is eligible to receive a grant of restricted stock units (“RSUs”) as follows: (1) on the date of the annual stockholders meeting, each outside director shall be eligible to receive a grant of RSUs, in such amount as determined by the Board, in its sole discretion, provided that such grant shall not exceed more than the number of shares of common stock, par value $0.01 (“Common Stock”) having an aggregate fair market value of $130,000. The RSUs granted will vest 100% on the earlier of (a) the date of the next annual stockholders meeting or (b) one year from the date of grant, provided the outside director is providing services to the Company or a subsidiary on that date; and (2) each individual who first becomes a non-employee director is automatically granted a one-time grant, effective as of the date of appointment, equal to the grant he or she would have received if he or she had been elected at the previous annual stockholders meeting, pro-rated based on the number of days such director will actually serve before the one-year anniversary of such previous annual stockholders meeting, which RSUs will vest 100% one year from the date of grant, provided the non-employee director is providing services to the Company or a subsidiary on that date. Notwithstanding the foregoing, in the event of a non-employee director’s termination of service due to his or her death, all unvested RSUs will immediately become 100% vested. RSUs are awarded subject to such terms and conditions as established by the Compensation and Talent Management Committee, which may include the requirement that the holder forfeit the RSUs upon termination of service during the period of restriction. On December 19, 2025, the date of the Company's Annual Meeting of Stockholders in 2025, the Board approved a grant of 30,577 RSUs to each non-employee director.
FOSSIL GROUP |
2026 PROXY STATEMENT | 19 |
CORPORATE GOVERNANCE AND OTHER BOARD MATTERS
FISCAL 2025 DIRECTOR COMPENSATION TABLE
The following table provides information regarding director compensation for fiscal year 2025. Non-employee directors who join the Board during the fiscal year receive a pro-rated annual cash retainer.
NAME(1)(2) |
|
Fees Earned |
Stock |
Total ($) |
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|
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Mark Belgya(6) |
|
|
175,000 |
|
|
|
— |
|
|
|
175,000 |
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|
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|||
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|
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Pamela B. Corrie |
|
|
385,000 |
|
|
|
110,077 |
|
|
|
495,077 |
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|||
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|
|
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|
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|
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Susie Coulter |
|
|
370,000 |
|
|
|
110,077 |
|
|
|
480,077 |
|
|
|
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|
|
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|
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|
|
|
|||
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|
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|
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|
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Eugene Davis(6) |
|
|
485,000 |
|
|
|
— |
|
|
|
485,000 |
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|
|
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|
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|
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|
|||
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|
|
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|
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|
|||
Pamela J. Edwards(7) |
|
|
96,681 |
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|
|
113,825 |
|
|
|
210,506 |
|
|
|
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|
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|
|||
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|
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Kevin Mansell |
|
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195,000 |
|
|
|
110,077 |
|
|
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305,077 |
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|||
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Marc Rey |
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|
370,000 |
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|
|
110,077 |
|
|
|
480,077 |
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Wendy L. Schoppert(7) |
|
|
96,681 |
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|
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113,825 |
|
|
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210,506 |
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|||
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|
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Gail B. Tifford |
|
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155,000 |
|
|
|
110,077 |
|
|
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265,077 |
|
|
|
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|
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20 | 2026 PROXY STATEMENT |
FOSSIL GROUP |
CORPORATE GOVERNANCE AND OTHER BOARD MATTERS
2025 - 2026 DIRECTOR COMPENSATION ACTIONS
The Board believes that compensation paid to our non-employee directors should be competitive with other companies of comparable size and enable us to attract and retain candidates to serve as our directors. To align director interests with the long-term interests of our stockholders, non-employee directors receive a combination of cash and equity-based compensation for their service.
On an annual basis, the Nominating and Corporate Governance Committee and the independent compensation consultant review and evaluate the Company’s compensation program for our non-employee directors. In December 2025, following this review by the Nominating and Corporate Governance Committee, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, approved an increase to the annual equity retainer and a decrease to the annual cash retainer for non-employee directors. On December 19, 2025, the date of the 2025 Annual Meeting of Stockholders, the value of the annual grant of RSUs received by non-employee directors was increased to $110,000 and the annual cash retainer was decreased to $90,000, effective January 1, 2026, for a total target compensation of approximately $200,000.
STOCK OWNERSHIP GUIDELINES FOR NON-EMPLOYEE DIRECTORS
The Board has adopted stock ownership guidelines for our non-employee directors. The guidelines were adopted in lieu of stock retention requirements. Subject to transition periods and other provisions, the guidelines generally require that each non-employee director beneficially hold shares of our stock (including RSUs and deferred shares) with a value equal to at least five times his or her current annual cash retainer. Our current non-employee directors were in compliance with the guidelines as of August 3, 2026, except Mses. Corrie and Edwards.
FOSSIL GROUP |
2026 PROXY STATEMENT | 21 |
Security Ownership of Certain Beneficial Owners and Management
The Company’s only outstanding class of equity securities is its Common Stock. The following table sets forth information regarding the beneficial ownership of Common Stock as of August 3, 2026 by (i) each Named Executive Officer (as defined in “Executive Compensation”); (ii) each director and director nominee of the Company; (iii) all present executive officers and directors of the Company as a group; and (iv) each other person known to the Company to own beneficially more than five percent (5%) of the Common Stock as of August 3, 2026. The address of each officer and director is c/o Fossil Group, Inc., 901 S. Central Expressway, Richardson, Texas 75080.
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Shares Beneficially Owned(1) (2) |
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Name of Beneficial Owner |
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Number |
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Percent |
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Jeffrey N. Boyer |
|
434,525 |
|
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* |
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Sebastian DiGrande |
|
— |
|
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* |
|
|
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|
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|
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Franco Fogliato |
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1,272,000 |
|
|
2.2% |
|
|
|
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|
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|
|
|
|
|
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|
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Randy Greben |
|
65,112 |
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
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Joe Martin |
|
107,658 |
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
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Pamela B. Corrie |
|
30,929 |
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
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Susie Coulter |
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98,457 |
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Pamela J. Edwards |
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12,466 |
|
|
* |
|
|
|
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|
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Kevin B. Mansell |
|
94,959 |
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chandhu Nair |
|
— |
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marc Rey |
|
85,776 |
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wendy L. Schoppert |
|
90,048 |
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gail B. Tifford |
|
135,925 |
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All present executive officers and directors as a group (14 persons) |
|
2,143,710 |
(3) |
|
3.8% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Blackrock, Inc. |
|
3,640,404 |
(4) |
|
6.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nantahala Capital Management, LLC |
|
5,876,955 |
(5) |
|
10.4% |
|
|
|
|
|
|
|
|
* Less than 1%
22 | 2026 PROXY STATEMENT |
FOSSIL GROUP |
FOSSIL GROUP |
2026 PROXY STATEMENT | 23 |
Executive Officers
EXECUTIVE OFFICERS
The name, age, and current position with the Company, and principal occupation during the last five years (i) of Mr. Fogliato and the year he first became an executive officer of the Company is set forth above under the caption “Proposal 1: Election of Directors” and (ii) with respect to each remaining executive officer as of August 3, 2026 is set forth in the following table and text:
Name |
|
Age |
Position |
Antonio Carriero |
|
55 |
Chief Digital Information Officer and General Manager EMEA |
Shannon Freeze |
|
57 |
Chief People and Communications Officer |
Randy Greben |
|
49 |
Chief Financial Officer |
Randy S. Hyne |
|
59 |
Chief Legal Officer and Corporate Secretary |
Laks Lakshmanan |
|
48 |
Chief Supply Chain Officer |
Melissa B. Lowenkron |
|
51 |
Chief Brand Officer |
Antonio Carriero |
Antonio Carriero has served as Chief Digital Information Officer and General Manager EMEA since February 2025. Mr. Carriero is responsible for overseeing the Company’s global technology strategy, operations, cybersecurity, data and the development of digital capabilities. He also leads the commercial business for the Company’s EMEA region. Most recently, he served as Chief Digital and Information Officer at Salomon (Amer Sports), a leading global mountain sports lifestyle brand, from November 2023 to November 2024. Previously, he served as Chief Digital and Information Officer at Breitling SA, a global luxury watch brand, from December 2017 until November 2023. Prior to Breitling, Mr. Carriero spent seven years with Richemont, where he held senior digital and technology leadership positions and led the development of global digital commerce and omnichannel capabilities across the Group’s luxury Maisons. |
AGE | 55 OFFICER SINCE | 2025 |
|
|
Shannon Freeze |
Shannon Freeze has served as Chief People and Communications Officer since February 2026. Ms. Freeze is responsible for the Company’s global communications and engagement, diversity and belonging, human resources, talent management, and total rewards. Ms. Freeze most recently served as Global Benefits and People Operations Leader at Texas Instruments, a leading semiconductor company known for designing and manufacturing analog chips and embedded processors used in nearly all electronics. During her 13-year tenure, she held various HR leadership positions and was responsible for the design of health, welfare and retirement programs, as well as global people systems and employee services. From 2004 to 2012, Ms. Freeze worked at E.I. du Pont de Nemours as Global Leader-Talent Acquisition. |
AGE | 57 OFFICER SINCE | 2026 |
|
|
24 | 2026 PROXY STATEMENT |
FOSSIL GROUP |
EXECUTIVE OFFICERS
Randy Greben |
Randy Greben has served as Chief Financial Officer since March 2025. Mr. Greben is responsible for the management of the Company's global finance, accounting, tax, treasury and investor relations functions. Mr. Greben most recently served as Chief Financial & Operating Officer at Casper Sleep Inc., an omnichannel retailer in the mattress/sleep industry, from October 2022 until February 2025. Previously, from January 2021 to October 2022, Mr. Greben served as Chief Financial Officer of Blue Apron, a former publicly traded subscription meal kit business. From March 2017 to December 2019, Mr. Greben also served as Chief Financial Officer and Senior Vice President at ANN Inc., a subsidiary of the Ascena Retail Group (NASDAQ: ASNA) at the time of employment, a leading women’s specialty retail company. Mr. Greben also held various senior finance roles, including Chief Financial Officer, with Quidsi, a wholly-owned subsidiary of Amazon.com (NASDAQ: AMZN) at the time of employment, operating six URLs focused on the parents, young children, household and pets segments of e-commerce. |
AGE | 49 OFFICER SINCE | 2025 |
|
|
Randy S. Hyne |
Randy S. Hyne has served as Chief Legal Officer and Corporate Secretary since March 2024. Prior to his current position with the Company, Mr. Hyne served as General Counsel and Corporate Secretary from April 2004 until March 2024. Mr. Hyne has been with the Company since 1997. Mr. Hyne serves as principal legal advisor to the CEO, the Board, and senior management, and is responsible for the overall management of the company's legal, corporate governance, and compliance functions on a global basis. As Corporate Secretary, Mr. Hyne also oversees Board and committee governance processes. |
AGE | 59 OFFICER SINCE | 2004 |
|
|
Laks Lakshmanan |
Laks Lakshmanan has served as Chief Supply Chain Officer since July 2025. Mr. Lakshmanan is responsible for managing worldwide operations including product sourcing, manufacturing operations, merchandise and inventory planning, warehouse operations, logistics, repair and customer care. Previously, Mr. Lakshmanan served as Managing Director at Alvarez & Marsal (“A&M”), within the firm’s Consumer and Retail Group. Over the past two years, he has worked closely with the Company as interim Head of Supply Chain as part of the Company’s partnership with A&M. During this time, he played a pivotal role in reshaping the Company's distribution strategy, driving significant progress against operational goals and helping improve the Company’s manufacturing responsiveness and cost structure. Prior to A&M, Mr. Lakshmanan held senior operational roles, including Principal in the Strategic Operations practice at Kearney and Group Manager of Distribution and Transportation at Target. He also led transformational initiatives at a leading U.S.-based multinational cosmetics company and a major consumer cooperative focused on supply chain cost optimization and private label strategy. |
AGE | 48 OFFICER SINCE | 2025 |
|
|
FOSSIL GROUP |
2026 PROXY STATEMENT | 25 |
Melissa B. Lowenkron |
Melissa B. Lowenkron has served as Chief Brand Officer since March 2023. Ms. Lowenkron is responsible for brand strategy and management and product design, development, merchandising and marketing for FOSSIL, MICHELE, SKAGEN and ZODIAC. Ms. Lowenkron joined the Company in January 2022 as Senior Vice President and General Manager, Fossil Brand. Prior to joining the Company, Ms. Lowenkron served as the Senior Vice President/General Merchandising Manager for handbags, ladies shoes, beauty and jewelry at Neiman Marcus Group, a luxury department store, from October 2018 to February 2021. From April 2014 to October 2018, Ms. Lowenkron served as the Senior Vice President/General Merchandising Manager for ready-to-wear, handbags, ladies shoes, beauty, jewelry, men’s and kids at Bergdorf Goodman, a subsidiary of Neiman Marcus Group. Ms. Lowenkron joined Neiman Marcus Group in 1997 and held various other leadership positions, including Vice President/Divisional Merchandising Manager Men’s Sportswear from October 2010 to April 2014. |
AGE | 51 OFFICER SINCE | 2023 |
|
|
26 | 2026 PROXY STATEMENT |
FOSSIL GROUP |
EXECUTIVE Compensation
Executive Compensation
In accordance with the executive compensation rules applicable to smaller reporting companies, this section contains a discussion of all plan and non-plan compensation awarded to, earned by or paid to the following individuals. These individuals are referred to as the Named Executive Officers (“NEOs”) in this Proxy Statement.
Name |
|
Position |
|
|
|
Franco Fogliato |
|
Chief Executive Officer and Director |
|
|
|
|
|
|
Randy Greben(1) |
|
Chief Financial Officer |
|
|
|
|
|
|
Joe Martin(2) |
|
Former Chief Commercial Officer |
|
|
|
|
|
|
Jeffrey N. Boyer(3) |
|
Former Interim Chief Executive Officer and former Chief Operations Officer |
|
|
|
FISCAL 2025 AND 2024 SUMMARY COMPENSATION TABLE
|
|
|
|
|
|
|
|
|
|
Non-Equity |
|
|
|
|
|
. |
|
|
|
|
|
|
|
Stock |
Incentive Plan |
All Other |
|
|
|||
|
|
|
|
Salary |
Bonus |
Awards |
Compensation |
Compensation |
Total |
||||||
Name And Principal Position |
Year |
($) |
($) |
|
($)(1) |
($)(2) |
($) |
($) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Franco Fogliato |
|
2025 |
|
1,100,000 |
|
— |
|
174,600 |
|
1,441,440 |
|
13,464 |
(3) |
2,729,504 |
|
Chief Executive Officer |
|
2024 |
|
266,538 |
|
2,100,000 |
|
1,792,500 |
|
— |
|
413,002 |
|
4,572,040 |
|
Randy Greben(4) |
|
2025 |
|
437,884 |
|
125,000 |
(5) |
213,400 |
|
431,250 |
|
199,081 |
(6) |
1,406,615 |
|
Chief Financial Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joe Martin(7) |
|
2025 |
|
475,480 |
|
300,000 |
(5) |
198,444 |
|
431,250 |
|
188,865 |
(8) |
1,594,039 |
|
Former Chief Commercial Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffrey N. Boyer(9) |
|
2025 |
|
63,626 |
|
750,000 |
(10) |
— |
|
31,755 |
|
1,148,266 |
(11) |
1,993,647 |
|
Former Interim Chief Executive Officer and former Chief Operations Officer |
|
2024 |
|
719,250 |
|
— |
|
72,061 |
|
540,876 |
|
27,477 |
|
1,359,664 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOSSIL GROUP |
2026 PROXY STATEMENT | 27 |
NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE
During fiscal year 2025, our NEO compensation program included four components: base salary, annual cash incentive plan, long-term incentive equity grants and other compensation, including employee benefits generally available to all of our employees. Each component is described in detail below.
Base Salary
Annually, the CEO reviews and recommends to the Compensation and Talent Management Committee individual salaries for the NEOs, except the CEO salary. To determine individual salaries, the Compensation and Talent Management Committee may consider the scope of job responsibilities, individual performance and contributions, as well as our overall performance and annual budget guidelines for merit increases. The Compensation and Talent Management Committee’s objective is to award base compensation levels for each NEO around the median for the comparable position within our industry peer group based upon market data. However, salaries may be set higher when considered necessary to attract or retain key executives. Base salaries are reviewed annually and any adjustments to salaries are made in the first quarter of each fiscal year during our performance review process.
For fiscal year 2025, our NEOs did not receive an increase. The following table shows the base salary for each NEO.
Name |
Annual Salary Rate |
||||
|
|
|
|
|
|
|
|
|
|
|
|
Fogliato |
|
$ |
1,100,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Greben |
|
$ |
575,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Martin |
|
$ |
575,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boyer |
|
$ |
719,250 |
|
|
|
|
|
|
|
|
Annual Cash Incentive Plan
The Cash Incentive Plan is a performance-based annual cash incentive plan that links cash incentive awards to achieving pre-established performance goals. For fiscal year 2025, the Compensation and Talent Management Committee set goals for two financial metrics to assess Company performance and determine any cash incentive awards. The Compensation and Talent Management Committee believes that using these performance metrics align the NEOs’ bonus opportunities with the priorities of the Company and ultimately long-term value creation for the Company’s stockholders.
For fiscal year 2025, each NEO was eligible for a target bonus opportunity under the Cash Incentive Plan as follows: 130% of the annual salary for the CEO and 75% of the annual salary for the other executive officers. The actual cash incentive amounts are paid out based on the extent to which our financial goals are achieved. The measurement period for evaluating performance under the metrics was our 2025 fiscal year (the “Measurement Period”).
28 | 2026 PROXY STATEMENT |
FOSSIL GROUP |
EXECUTIVE Compensation
The performance goals were approved by the Compensation and Talent Management Committee in March 2025 and included targets for threshold, target, and stretch payouts for the metrics, which included net sales and adjusted operating income (loss).
The metrics for 2025 were as follows:
|
|
Performance Metric |
|
Description |
|
Weighting |
|
|
|
|
|
|
|
Goals: |
|
Net sales |
|
Target of $950 million |
|
50% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted operating income |
|
Target of $20 million |
|
50% |
|
|
|
|
|
|
|
In setting these targets, key considerations of the Compensation and Talent Management Committee included:
Target payouts for each performance metric are listed below:
Performance Metric |
|
Threshold |
|
Threshold |
|
Target |
|
Target |
|
Stretch |
|
Maximum |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
95%* |
|
20% |
|
$950 million |
|
100% |
|
111% |
|
200% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted operating |
|
$(5.0) million |
|
20% |
|
$20 million |
|
100% |
|
$40 million |
|
200% |
|
|
|
|
|
|
|
|
|
|
|
|
|
* As a percentage of target
The Compensation and Talent Management Committee approves the specific payments to the NEOs under the Cash Incentive Plan. The Compensation and Talent Management Committee also retains discretion to reduce bonus compensation or recommend additional cash bonuses during the year based on factors such as promotions and business segment, department, individual or overall Company performance.
During the Measurement Period, the Company achieved net sales of $1.0 billion, which paid out at 144.6% of target, and adjusted operating income of $10.6 million, which paid out at 56.9% of target, resulting in an overall payout of 100.8%.
Based on the foregoing, the Compensation and Talent Management Committee approved the following cash bonus payments under the Cash Incentive Plan for fiscal year 2025 performance:
|
|
|
|
|
|
|
|
|
|
Name |
|
Base |
Percentage |
Company |
Total Bonus |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fogliato |
|
1,100,000 |
|
130% |
|
100.8% |
|
1,441,440 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Greben |
|
575,000 |
|
75% |
|
100.8% |
|
431,250 |
(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Martin |
|
575,000 |
|
75% |
|
100.8% |
|
431,250 |
(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boyer |
|
719,250 |
|
100% |
|
100.8% |
|
31,755 |
(2) |
|
|
|
|
|
|
|
|
|
|
FOSSIL GROUP |
2026 PROXY STATEMENT | 29 |
EXECUTIVE Compensation
Long-Term Incentive Plan
We believe that substantial equity ownership and equity awards encourage management to take actions favorable to the medium and long-term interests of the Company and its stockholders and align their interests with the interests of the Company and its stockholders. We believe that including equity awards in the compensation program serves our longer-term goals, including management retention, because the value of equity is realized over several years. Accordingly, equity-based compensation constitutes a significant portion of the overall compensation of the NEOs.
For fiscal year 2025, the Compensation and Talent Management Committee reviewed equity compensation data from Korn Ferry, our compensation consultant, regarding benchmarks for equity compensation as part of each NEO's total compensation. In determining the annual equity compensation for each NEO, the Compensation and Talent Management Committee considered a number of factors, including, but not limited to, the low single-digits trading price of the Company's Common Stock on Nasdaq in March 2025, the impact of equity grants on the Company's burn rate and overhang and the number of shares available for grant under the Fossil Group, Inc. 2024 Long-Term Incentive Plan (the “2024 Plan”). Following the evaluation of these factors, the Compensation and Talent Management Committee determined that the 2025 long-term incentive awards for the NEOs would be below the comparative benchmark targets.
The Compensation and Talent Management Committee makes the ultimate determination regarding these grants and can increase or decrease the recommended awards. Based on the foregoing, the Compensation and Talent Management Committee approved the annual equity awards.
|
|
|
|
|
|
|
|
|
|
|
||
Name |
|
2025 Long-Term Incentive Awards(1) |
|
|
|
PRSU Shares |
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
Fogliato |
|
|
$ |
174,600 |
|
|
|
|
|
180,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
Greben |
|
|
$ |
67,900 |
|
|
|
|
|
70,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
Martin |
|
|
$ |
72,750 |
|
|
|
|
|
75,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
Boyer |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
||
30 | 2026 PROXY STATEMENT |
FOSSIL GROUP |
EXECUTIVE Compensation
New Hire Inducement Equity Awards
The awards below for Messrs. Greben and Martin were included as part of their offers of employment with the Company and were granted on April 15, 2025 and vest in three equal, annual installments on the first, second and third anniversaries of the grant date, subject to the NEO's continued service with the Company through each such vesting date. These inducement awards were granted as a material inducement to their employment and were approved by the Company's Compensation and Talent Management Committee, in accordance with Nasdaq Listing Rule 5635(c)(4). The awards were granted outside of the 2024 Plan.
|
|
|
|
|
|
|
|
|
|
|
||
Name |
|
Inducement Equity Awards(1) |
|
RSU Shares |
||||||||
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
Greben |
|
|
$ |
145,500 |
|
|
|
|
|
150,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
Martin |
|
|
$ |
125,694 |
|
|
|
|
|
129,581 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||
2023 — 2024 PSU Results
The 2023 – 2024 PSU grants were designed to reward Mr. Boyer for improving operating margin and managing controllable costs. The PSUs vest ratably each year over three years based on the Company’s performance. For the 2023 and 2024 PSU grants, PSUs are to be earned based on adjusted operating margin (calculated based on constant currency and excluding restructuring costs and intangible asset impairment). The payout range enabled Mr. Boyer to receive a variable award based on performance. Final distribution of the PSU awards could range from 0% to 200% of the PSUs granted at target depending on Company performance during the measurement period.
The performance metrics for the third tranche of the 2023 PSUs and the second tranche of the 2024 PSUs for fiscal year 2025 are shown in the following table:
|
|
|
|
|
|
|
|
|
||
|
|
Vesting |
|
2025 Adjusted Operating Margin |
||||||
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Stretch |
|
|
200 |
% |
|
|
|
(1.3 |
)% |
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Maximum |
|
|
150 |
% |
|
|
|
(1.8 |
)% |
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Target |
|
|
100 |
% |
|
|
|
(2.3 |
)% |
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Threshold |
|
|
50 |
% |
|
|
|
(2.8 |
)% |
|
|
|
|
|
|
|
|
|
|
||
For fiscal year 2025, the Company achieved an adjusted operating margin of 1.1%. As a result, the Compensation and Talent Management Committee approved a 200% payout for both the third tranche of the 2023 PSU and the second tranche of the 2024 PSU grant. The total vesting amount for the third tranche of the 2023 PSU was 27,140 shares and the total vesting amount for the second tranche of the 2024 PSU grant was 27,142 shares.
2025 PRSU Results
The 2025 PRSU grants were designed to reward executives for stock price appreciation. For the 2025 PRSU grants, the PRSUs will vest into shares of Common Stock on a 1-for-1 basis yearly in three equal installments. Each yearly vest is subject to an increase in the number of shares to be issued based on the average fair market value of a share of the Company’s Common Stock over the last thirty consecutive trading days of the most recent calendar year prior to the vesting date. The payout range enables executives to receive a
FOSSIL GROUP |
2026 PROXY STATEMENT | 31 |
EXECUTIVE Compensation
variable award based on performance. Increases could range from 0% to 50% of the PRSUs granted depending on Company stock performance during the measurement period.
The performance metrics for the outstanding tranche of the 2025 PRSUs for calendar year 2025 is shown in the following table:
|
|
|
Additional Vesting |
|
Fair Market Value |
|
|
|
|
|
|
50% |
|
$6.50 or above |
|
|
|
|
|
|
30% |
|
$5.00 - $6.49 |
|
|
|
|
|
|
20% |
|
$3.50 - $4.99 |
|
|
|
For calendar year 2025, the average fair market value of a share of the Company’s Common Stock over the last thirty consecutive trading days was $3.38. However, on March 3, 2026, the Compensation and Talent Management Committee certified that performance was sufficient such that the number of shares to be issued to the NEOs in the first yearly installment upon the April 15, 2026 vesting date would be increased by 20%. As a result, the additional vesting amount for each NEO was as follows: Mr. Fogliato 12,000 shares, Mr. Greben 4,666 shares and Mr. Martin 5,000 shares.
Executive Compensation Practices
Our executive compensation programs are designed to attract, motivate and retain executive officers, while aligning the interests of our executives with the interests of our stockholders. Below is a summary of compensation practices we have adopted to drive performance and to align with stockholder interests, as well as a summary of those practices we do not employ.
WHAT WE DO |
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WHAT WE DON'T DO |
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✓ |
Follow a primarily pay-for-performance philosophy |
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× |
No discounting, reloading or repricing of stock options without stockholder approval |
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✓ |
Use multiple performance metrics within our annual compensation plan |
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×
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No excise tax gross-ups upon a change in control
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✓ |
Use a thorough process for setting rigorous performance goals |
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× |
No excessive perquisites
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✓ |
Retain an independent compensation consultant |
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× |
No guaranteed salary increases
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✓ |
Provide severance and change in control arrangements that are aligned with market practices |
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× |
No permitted pledging, hedging, short sales or derivative transactions in company stock |
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✓ |
Provide modest perquisites with reasonable business rationale |
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✓ |
Regularly review share utilization and burn rate |
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✓ |
Maintain a clawback policy |
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32 | 2026 PROXY STATEMENT |
FOSSIL GROUP |
EXECUTIVE Compensation
Other Compensation and Benefit Elements
Our benefit programs are generally egalitarian. Our NEOs are eligible for the same health and welfare benefit programs as our other U.S. employees, including our qualified defined contribution 401(k) plan.
Perquisites
The NEOs receive a financial advisory services benefit up to $15,000, an annual wellness benefit, 401(k) Company matching contributions, Company paid life and disability insurance premiums and, upon reaching 55 years of age and 10 years of service with the Company, retirement benefits to include continuation of health care coverage for 18 months.
All of our employees, including our NEOs, receive discounts on our products. Certain long-tenured NEOs may also receive a continuation of Company product discounts upon their retirement from the Company.
Employment Arrangements
While we do not have employment contracts for our NEOs, we have offer letters in place with Messrs. Fogliato and Greben, pursuant to which each of them is eligible for severance benefits that provide a reasonable range of income protection in the event employment is terminated without cause or following a change in control. These benefits have been put into place to support our executive retention goals and encourage their independence and objectivity in considering potential change in control transactions. Mr. Boyer's severance benefits are set forth in the Boyer Agreement with the Company. See "Post-Termination Compensation" below for more information on the severance and change in control arrangements with our NEOs.
Fogliato Offer Letter
Pursuant to the offer letter agreement between the Company and Mr. Fogliato (the “Fogliato Offer Letter”), which became effective on September 1, 2024 upon approval of the Board, Mr. Fogliato is entitled to: (i) an annual base salary of $1,100,000 and (ii) an annual cash bonus with a target bonus opportunity equal to 130% of base salary (the “Fogliato Target Bonus”) with a maximum annual cash bonus opportunity of 200% of the Fogliato Target Bonus. In addition, the Fogliato Offer Letter provides that he will receive an annual equity grant beginning in 2025, which may include RSUs and PSUs, and/or other equity vehicles under the 2024 Plan. Pursuant to the Fogliato Offer Letter, Mr. Fogliato also received (x) a one-time sign-on cash bonus of $1,100,000, which was paid within six weeks of the commencement of Mr. Fogliato’s employment with the Company and (y) an award of 1,500,000 RSUs, which vests 50% on the first anniversary of the date of grant and 50% on the second anniversary of the date of grant.
Greben Offer Letter
The offer letter agreement between Mr. Greben and the Company (the “Greben Offer Letter”) provides for at-will employment of Mr. Greben with the Company. Pursuant to the Greben Offer Letter, Mr. Greben is entitled to (i) an annual base salary of $575,000 and (ii) an annual cash bonus with a target bonus opportunity equal to 75% of base salary (the “Greben Target Bonus”). As part of Mr. Greben’s sign-on package under the Greben Offer Letter, the Company guarantees a bonus equal to 100% of the Greben Target Bonus for the 2025 performance cycle or a higher payout if the Company achieves a greater bonus percentage. In addition, the Greben Offer Letter provides that he will receive an annual equity grant beginning in 2025, which may include RSUs and PSUs, and/or other equity vehicles under the 2024 Plan. Pursuant to the Greben Offer Letter, Mr. Greben also received (x) a one-time sign-on cash bonus of $125,000, paid on the date of Mr. Greben’s first paycheck with the Company, (y) an additional one-time sign on cash bonus of $50,000, paid on or around the first anniversary of Mr. Greben’s employment and (iii) an inducement award of 150,000 RSUs, which vests one third each year over three years beginning on the first anniversary of the grant date.
FOSSIL GROUP |
2026 PROXY STATEMENT | 33 |
EXECUTIVE Compensation
Risk Assessment
Given our rigor and approach to executive compensation, we do not believe we have any particular risk in our compensation program. In making this determination, management and our Compensation and Talent Management Committee evaluated the risk profile of the Company’s compensation programs and policies. In performing this evaluation, management and the Compensation and Talent Management Committee looked at each element of compensation and the associated risks and mitigating factors for each element of compensation. Specifically, the evaluation included the mix of short-term and long-term incentive compensation, extended vesting periods for long-term equity awards, the mix of corporate and specific business unit measures used in assessing performance, the use of multiple performance review criteria, the Compensation and Talent Management Committee’s discretion in making individual awards and caps on individual compensation awards.
Stock Ownership, Clawback Policy and Anti-Hedging Trading Policies
To further reinforce the long-term alignment of executive interests with stockholders, we maintain policies that require executives to accumulate and hold substantial amounts of Common Stock, and we prohibit executives from hedging the risk of such ownership. Pledging of shares as collateral is also prohibited. We also maintain a clawback policy that enables the recapture of previously paid cash and equity incentive compensation in certain circumstances pursuant to our Compensation Recovery Policy.
Stock Ownership Guidelines for NEOs While there is no required date to achieve the guidelines below, executives must retain 50% of net shares acquired of company stock, upon vesting or exercise, until the guideline is met. As of August 3, 2026, Mr. Fogliato was and Mr. Greben was not in compliance with the guidelines.
Position |
|
Base Salary Multiple |
|
Chief Executive Officer |
|
Six Times |
|
Other Executive Officers |
|
Two Times |
|
34 | 2026 PROXY STATEMENT |
FOSSIL GROUP |
EXECUTIVE Compensation
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE
The following table provides information about the number of outstanding equity awards held by our NEOs at fiscal year-end 2025. The table also includes, where applicable, the value of these awards based on the closing price of our Common Stock on Nasdaq on December 31, 2025, which was $3.76 per share.
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Stock Awards |
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Name |
Grant Date |
Number of |
Market Value |
Equity Incentive |
Equity Incentive |
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Franco Fogliato |
10/15/2024 |
|
750,000 |
(1) |
2,820,000 |
|
— |
|
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— |
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4/15/2025 |
|
— |
|
— |
|
180,000 |
(2) |
|
676,800 |
|
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Randy Greben |
4/15/2025 |
|
150,000 |
(3) |
564,000 |
|
70,000 |
(2) |
|
263,200 |
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Joe Martin |
4/15/2025 |
|
129,851 |
(4) |
488,240 |
|
75,000 |
(2) |
|
282,000 |
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Jeffrey N. Boyer |
4/15/2023 |
|
13,571 |
(5) |
51,027 |
|
13,570 |
(6) |
|
51,023 |
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4/15/2024 |
|
13,571 |
(5) |
51,027 |
|
13,571 |
(7) |
|
51,027 |
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|
|
|
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|
|
2024 Incentive plan
As approved at our 2024 Annual Meeting of Stockholders, the 2024 Plan replaced the 2016 Plan. Pursuant to the 2024 Plan, the Compensation and Talent Management Committee may award a combination of RSUs, PRSUs, SARs and PSUs. SARs are granted at a specified strike price set forth in the applicable award agreement, which is generally the mean of the highest and lowest sales price of our Common Stock on the date of grant of the award or on the last preceding trading date if no sales are made on the date of grant. RSUs, PRSUs, SARs and PSUs are awarded subject to such terms and conditions as established by the Compensation and Talent Management Committee, including vesting periods. Pursuant to awards granted to our NEOs under the 2024 Plan, unvested PRSUs, RSUs, SARs and PSUs will become fully exercisable or vested
FOSSIL GROUP |
2026 PROXY STATEMENT | 35 |
EXECUTIVE Compensation
upon a change in control or death and will terminate upon any other termination of employment, except as provided under the Executive Severance Agreements. See “Post-Termination Compensation” below for a definition of change in control and a discussion of the vesting terms under the Executive Severance Agreements.
The Compensation and Talent Management Committee is responsible for the administration of the 2024 Plan. The 2024 Plan provides that the Compensation and Talent Management Committee may make certain adjustments to the exercise price and number of shares subject to awards in the event of a dividend or other distribution, recapitalization, stock split, reorganization, merger or certain other corporate transactions. Subject to certain limitations, the Compensation and Talent Management Committee is authorized to amend the 2024 Plan as it deems necessary, but no amendment may adversely affect the rights of a participant with respect to an outstanding award without the participant’s consent.
PAY VERSUS PERFORMANCE
Fiscal |
|
Summary |
Compensation |
Summary |
Compensation |
Summary |
Compensation |
Average |
Average |
FOSL |
Net |
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(a) |
|
(b) |
(c) |
(d) |
(e) |
(f) |
(g) |
(h) |
(i) |
(j) |
(k) |
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2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
) |
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2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
) |
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2023 |
|
$ |
|
|
$ |
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|
$ |
|
|
$ |
|
|
$ |
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|
$ |
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|
$ |
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$ |
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$ |
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$ |
( |
) |
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||||||||||
Columns (b) and (c).
Columns (d) and (e).
Columns (f) and (g).
Columns (h) and (i). The following non-PEO NEOs are included in the average figures in Columns (h) and (i):
2023: Messrs. Boyer, Hart and McKelvey.
2024: Messrs. Hart, McKelvey, Skobe and Ms. Lowenkron.
2025: Messrs. Boyer, Greben and Martin.
Column (e). Reflects the “compensation actually paid” to Mr. Boyer in 2024, as determined in accordance with SEC rules. Such amounts were computed by making the following adjustments to total compensation, as reported in the SCT, for each year:
Amounts subtracted from the SCT total to calculate Compensation Actually Paid to Mr. Boyer for 2024 include ($
36 | 2026 PROXY STATEMENT |
FOSSIL GROUP |
EXECUTIVE Compensation
were granted in prior years and are still outstanding at the end of 2024; and ($
Column (g). Reflects the “compensation actually paid” to Mr. Fogliato in each of 2025 and 2024, as determined in accordance with SEC rules. Such amounts were computed by making the following adjustments to total compensation, as reported in the SCT, for each year:
Amounts subtracted from the SCT total to calculate Compensation Actually Paid to Mr. Fogliato for 2025 and 2024, respectively, include ($
Column (i). Reflects the average “compensation actually paid” for our non-PEO NEOs in each of 2025, 2024 and 2023, as determined in accordance with SEC rules. Such amounts were computed by making the following adjustments to total compensation, as reported in the SCT, for each year:
Column (j). For the relevant fiscal year, represents the cumulative total shareholder return (“TSR”) of the Company for the measurement periods ended on the last day of each of fiscal years 2025, 2024 and 2023, respectively.
Column (k). Reflects “Net Income” in the Company’s Consolidated Income Statements included in the Company’s Annual Reports on Form 10-K for fiscal years 2025, 2024 and 2023, respectively.
NARRATIVE TO PAY VERSUS PERFORMANCE TABLE
This section should be read in conjunction with Executive Compensation beginning on page 27, which includes additional discussion of the objectives of our executive compensation and benefits program and how they are aligned with the Company’s financial and operational performance. Our Compensation and Talent Management Committee does not use “compensation actually paid” as a basis for making compensation decisions. Each of our non-PEO NEO’s total target compensation incentivizes short-term and long-term performance by using performance goals aligned with our shareholders’ interests. The majority of total target compensation was weighted toward long-term equity performance with (i) time-based RSUs and (ii) PSUs with adjusted operating margin as the financial performance metric for the 2023 and 2024 PSU awards and specified stock price hurdles as the financial performance metric for the 2025 PRSU awards. The short-term incentive program’s performance metrics include net sales, adjusted operating income and TAG operating expenses run rate savings for fiscal years 2023 and 2024 and net sales and adjusted operating income for fiscal year 2025. The charts below show, for the past three years, the relationship of TSR and net income relative to each of our PEO’s “compensation actually paid” and the average of our non-PEO NEOs’ “compensation actually paid”.
FOSSIL GROUP |
2026 PROXY STATEMENT | 37 |
EXECUTIVE Compensation
POST-TERMINATION COMPENSATION
Post-Termination Arrangements under the 2024 Plan
Pursuant to awards granted to our NEOs under the 2024 Plan unvested RSUs, PRSUs and PSUs will become fully exercisable or vested upon a change in control or death and will terminate upon any other termination of employment.
A “change in control” is generally defined under the 2024 Plan as the occurrence of any of the following events: (i) the acquisition by any person of 30% or more of the combined voting power of our outstanding securities (or an additional 10% of such voting power by a 30% or greater holder of such voting power); (ii) individuals who on the effective date of the plan constituted our Board and their successors or other nominees that are appointed or otherwise approved by a vote of at least a majority of the directors then still in office who either were directors on the effective date or whose appointment, election or nomination for election was previously so approved or recommended, cease for any reason to constitute a majority of the Board; (iii) there is a merger or consolidation of the Company or any direct or indirect subsidiary, other than (a) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such transaction continuing to represent at least 60% of the combined voting power of the surviving entity or (b) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person is or becomes the beneficial owner of securities of the Company representing 30% or more of
38 | 2026 PROXY STATEMENT |
FOSSIL GROUP |
EXECUTIVE Compensation
the combined voting power of the Company’s then outstanding securities; (iv) stockholder approval of a plan of complete liquidation or dissolution of the Company, or consummation of an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 60% of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale; or (v) any tender or exchange offer is made to acquire 30% or more of the securities of the Company, other than an offer made by the Company, and shares are acquired pursuant to that offer.
The Boyer Agreement
The Company has entered into an Executive Severance Agreement with Mr. Boyer (the “Boyer Agreement”) in connection with his termination of employment with the Company effective January 17, 2025, on substantially the Company’s standard form of Executive Severance Agreement. Pursuant to the Boyer Agreement, Mr. Boyer was entitled to certain benefits (“Severance Benefits”) upon Mr. Boyer’s “separation from service” as defined in the Internal Revenue Code (“Termination of Service”) by the Company without “Cause” (as defined in the Boyer Agreement) or Mr. Boyer’s resignation for “Good Reason” (as defined in the Boyer Agreement), provided that (i) Mr. Boyer was in compliance with all restrictive covenants in any written agreement between him and the Company, and (ii) Mr. Boyer executed and delivered a release of claims prepared by the Company within 50 days following the date of Termination of Service (the “Termination Date”).
Pursuant to the Boyer Agreement, upon Mr. Boyer’s Termination of Service by the Company without Cause or Mr. Boyer’s resignation for Good Reason prior to a change in control (as defined in the 2016 Plan (a “Change in Control”)), Mr. Boyer was entitled to the following Severance Benefits under the Boyer Agreement: (i) 18 months of Mr. Boyer’s then current base salary in effect at the Termination Date (“Base Salary”), payable in 39 equal installments over an 18-month period in accordance with the Company’s normal payroll practices; (ii) the following cash bonuses under any cash bonus plan for which Mr. Boyer was eligible on the Termination Date: (x) a pro-rata amount payable in a lump sum, of the target bonus Mr. Boyer would have received for the fiscal year under such cash bonus plan, and (y) 1.5 times the full target bonus for which Mr. Boyer was eligible, payable in 39 equal installments over an 18-month period in accordance with the Company’s normal payroll practices; (iii) any outstanding non-performance-based RSUs granted pursuant to the 2016 Plan and 2024 Plan (collectively, “Time-Based Awards”), continued to vest for an additional 18 months, to the same extent such awards would have otherwise vested had he remained employed during such period; and (iv) any outstanding PSUs granted pursuant to the 2016 Plan and 2024 Plan vested pro-rata, as set forth in the Boyer Agreement.
In addition, the Boyer Agreement provided that the Company pay Mr. Boyer on a monthly basis, an amount equal to the Company-paid portion of the health insurance premiums that were paid by the Company on behalf of Mr. Boyer immediately prior to the Termination Date to be used by Mr. Boyer to purchase health coverage for a period of 18 months from the Termination Date or until Mr. Boyer became eligible to participate in another employer’s health care plan, whichever date is earlier.
The Boyer Agreement contained non-competition and non-solicitation provisions pursuant to which Mr. Boyer is prohibited from competing with, or soliciting clients, manufacturers or suppliers of, the Company and its affiliates and from soliciting any of the Company’s or its affiliates’ employees or independent contractors for 18 months following Mr. Boyer’s Termination Date.
Post-Termination Arrangements under the Fogliato Offer Letter
Pursuant to the Fogliato Offer Letter, if Mr. Fogliato resigns or is terminated for Cause (as defined in the Fogliato Offer Letter), he is not eligible for the Fogliato Target Bonus for the fiscal year in which he resigns or his employment is terminated, as applicable. Any RSUs granted to Mr. Fogliato more than one year before a termination of his employment by the Company without Cause or by Mr. Fogliato for Good Reason (as defined
FOSSIL GROUP |
2026 PROXY STATEMENT | 39 |
EXECUTIVE Compensation
in the Fogliato Offer Letter) shall become 100% vested upon such termination and any PSUs granted to Mr. Fogliato more than one year before any termination of his employment by the Company without Cause or by Mr. Fogliato for Good Reason shall remain outstanding and eligible to vest at the same time such award would have vested had he remained employed, subject to the attainment of any applicable performance conditions. If Mr. Fogliato resigns without Good Reason (or without notice) or if he is terminated by the Company for Cause (i) at any time within 12 months of the effective date of the Fogliato Offer Letter, he is required to repay the full cash value of his sign-on cash bonus or (ii) at any time after 12 months until the second anniversary of the effective date of the Fogliato Offer Letter, he is required to repay 50% of his sign-on cash bonus, in each case within one month of his termination date.
If the Company terminates Mr. Fogliato’s employment for any reason other than for Cause or if he resigns for Good Reason, he will be eligible to receive (i) 18 months of base salary, (ii) a pro-rated portion of his bonus to be paid on the regular payout date which was earned and payable for the fiscal year in which the date of termination occurs and (iii) payment on the regular payout date of any bonus which was earned and payable for the fiscal year prior to the fiscal year in which the date of termination occurs.
Post-Termination Arrangements under the Greben Offer Letter
Pursuant to the Greben Offer Letter, if the Company terminates Mr. Greben’s employment without cause, he will be eligible to receive (i) 12 months of base salary and (ii) one additional month of severance for each additional year of service up to a maximum of 18 months.
We do not currently grant stock options, stock appreciation rights, or similar option-like instruments and,
EQUITY COMPENSATION PLAN INFORMATION
The following table provides certain information as of December 31, 2025 with respect to our equity compensation plans under which our equity securities are authorized for issuance:
Plan Category |
|
(A) |
|
(B) |
|
(C) |
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|
|||
Equity compensation plans approved by security holders |
|
|
2,020,736 |
|
|
|
|
— |
|
|
|
|
5,428,325 |
|
|
|
|
|
|
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|||
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|
|||
Equity compensation plans not approved by security holders(2) |
|
|
1,129,581 |
|
|
|
|
— |
|
|
|
|
— |
|
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|||
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|||
Total |
|
|
3,150,317 |
|
|
|
|
— |
|
|
|
|
5,428,325 |
|
|
|
|
|
|
|
|
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|
|
|
|
|
|||
40 | 2026 PROXY STATEMENT |
FOSSIL GROUP |
EXECUTIVE Compensation
DELINQUENT SECTION 16(A) REPORTS
Section 16(a) of the Exchange Act requires the Company’s executive officers and directors, and persons who own more than 10% of a registered class of the Company’s equity securities (the “10% Stockholders”), to file reports of ownership and changes of ownership with the SEC. Executive officers, directors and 10% Stockholders of the Company are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms so filed. Based solely on review of copies of such forms received, the Company believes that, during the last fiscal year, all filing requirements under Section 16(a) applicable to its executive officers, directors and 10% Stockholders were timely met.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
In accordance with the Company’s Audit Committee charter, any proposed transaction that has been identified as a related party transaction under Item 404 of SEC Regulation S-K may be consummated or materially amended only following the approval by the Audit Committee. A related party transaction means a transaction, arrangement or relationship in which the Company and any related party are participants in which the amount involved exceeds $120,000. A related party includes (i) a director, director nominee or executive officer of the Company, (ii) a security holder known to be an owner of more than 5% of the Company’s voting securities, (iii) an immediate family member of the foregoing or (iv) a corporation or other entity in which any of the foregoing persons is an executive, principal or similar control person or in which such person has a 5% or greater beneficial ownership interest.
In the event that the Company proposes to enter into a related party transaction, management of the Company is required to present the transaction to the Audit Committee for review, consideration and approval. The Audit Committee, in approving or rejecting the proposed transaction, must consider all the facts and circumstances deemed relevant by and available to the Audit Committee. The Audit Committee is required to approve only those transactions that, in light of the circumstances, are in, or are not inconsistent with, the best interests of the Company and its stockholders, as the Audit Committee determines in good faith exercise of its discretion.
FOSSIL GROUP |
2026 PROXY STATEMENT | 41 |
PROPOSAL 3: APPROVAL OF THE FIRST AMENDMENT TO THE FOSSIL GROUP, INC. 2024 LONG-TERM INCENTIVE PLAN
Section 14A of the Exchange Act implements requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and enables our stockholders to vote to approve, on an advisory (non-binding) basis, the compensation of our NEOs (sometimes referred to as “say-on-pay”). At our 2023 annual meeting of stockholders, stockholders voted on a non-binding proposal to advise on whether the advisory vote on executive compensation should occur every one, two or three years. As a majority of our stockholders (94%) voted in favor of an annual advisory vote, the Board decided to annually provide stockholders with an advisory vote on the compensation of our NEOs. Accordingly, the Company is providing stockholders with its annual advisory vote on executive compensation. We are asking stockholders to indicate their support for our NEOs’ compensation as described in this proxy statement by voting “FOR” the following resolution:
“Resolved, that the stockholders approve, on an advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in the section entitled Executive Compensation, the accompanying compensation tables, and the related narrative disclosure in the Company’s proxy statement for the 2026 Annual Meeting.”
This vote is non-binding. The Board and the Compensation and Talent Management Committee expect to take into account the outcome of the vote when considering future executive compensation decisions to the extent they can determine the cause or causes of any significant negative voting results. At our 2025 Annual Meeting of Stockholders, approximately 95% of the votes cast by our stockholders approved of our fiscal 2024 executive compensation program.
As described in detail under “Executive Compensation,” our compensation programs are designed to motivate our executives to execute our strategic initiatives to drive long-term profitable growth. Equity compensation in the form of RSUs and PSUs that are subject to further time-based vesting and, in the case of PRSUs, performance-based vesting criteria, is usually the largest component of executive compensation. We believe that our compensation program, with its balance of short-term incentives (including cash bonus awards) and long-term incentives (including equity awards), rewards sustained performance that is aligned with long-term stockholder interests. Stockholders are encouraged to read the section entitled “Executive Compensation,” the accompanying compensation tables, and the related narrative disclosure.
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The Board of Directors unanimously recommends that stockholders vote “FOR” the approval, on an advisory basis, of the compensation of our Named Executive Officers as disclosed in the section entitled Executive Compensation. |
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42 | 2026 PROXY STATEMENT |
FOSSIL GROUP |
PROPOSAL 3: APPROVAL OF THE FIRST AMENDMENT TO THE FOSSIL GROUP, INC. 2024 LONG-TERM INCENTIVE PLAN
Our stockholders previously approved the 2024 Plan, which replaced and superseded the 2016 Plan. On May 6, 2026, our board of directors adopted the First Amendment to the 2024 Plan (the “Amendment”), subject to the approval of our stockholders, to increase the maximum number of shares of common stock that may be delivered pursuant to awards under the 2024 Plan by an additional 7,000,000 shares. The Amendment will become effective upon stockholder approval. We believe that approval of the Amendment is important to ensure that a sufficient number of shares remains available under the 2024 Plan to attract and retain the services of key employees, key contractors, and outside directors of the Company and our subsidiaries in a competitive labor market, which is essential to our long-term growth and success. It is the judgment of our board of directors that the Amendment is in the best interests of the Company and its stockholders.
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The Board of Directors recommends that the stockholders vote “FOR” the approval of the Amendment. |
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FOSSIL GROUP |
2026 PROXY STATEMENT | 43 |
PROPOSAL 3: APPROVAL OF THE FIRST AMENDMENT TO THE FOSSIL GROUP, INC. 2024 LONG-TERM INCENTIVE PLAN
Rationale for the Amendment
As of August 3, 2026 and based on the closing price of the Common Stock of $5.89 for the potential future vesting of outstanding PSRUs, approximately 2,120,795 shares remained available for future awards under the 2024 Plan, which we expect to be insufficient to meet our anticipated grant needs in approximately one to two years absent the additional shares authorized by the Amendment. Equity awards are a critical tool that we use to attract, retain, and motivate the employees, contractors, and outside directors who are essential to our long-term growth and success, and to align their interests with those of our stockholders in a competitive market for talent. The number of additional shares requested under the Amendment reflects our expected share usage based on our historical grant practices and our anticipated hiring and headcount needs, and, absent unforeseen circumstances, we do not intend to seek a further increase to the shares available under the 2024 Plan for approximately the next three years.
The additional 7,000,000 shares being requested under the Amendment represent approximately 11.8% of our issued and outstanding shares of common stock as of August 3, 2026. Including shares subject to outstanding awards and shares available for future awards under the 2024 Plan, our fully-diluted overhang would be approximately 23% as of August 3, 2026.
Our two-year average annual equity plan share usage (burn rate) was approximately 4.81%, calculated as the total number of shares subject to equity awards granted in a fiscal year divided by the weighted average number of shares of our common stock outstanding for that fiscal year, for fiscal years 2025 and 2024.
Description of the 2024 Plan
The following is a brief description of the 2024 Plan, as proposed to be amended by the Amendment. The 2024 Plan was previously approved by our stockholders and is currently in effect. The Amendment proposes solely to increase the share pool available under the 2024 Plan. A copy of the 2024 Plan is attached as Appendix A to this Proxy Statement, a copy of the Amendment is attached as Appendix B to this Proxy Statement, and the following description is qualified in its entirety by reference to the 2024 Plan and the Amendment.
Purpose. The purpose of the 2024 Plan is to enable the Company to remain competitive and innovative in our ability to attract and retain the services of key employees, key contractors, and outside directors of the Company and our subsidiaries. The 2024 Plan provides for the granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights, and other awards which may be granted singly, in combination, or in tandem, and which may be paid in cash, shares of common stock, or a combination of cash and shares of common stock. The 2024 Plan provides flexibility to our compensation methods in order to adapt the compensation of our employees, contractors, and outside directors to a changing business environment, after giving due consideration to competitive conditions and the impact of federal tax laws.
Effective Date and Expiration. The 2024 Plan became effective on June 21, 2024 (the “Effective Date”) and will terminate on the tenth anniversary of the Effective Date. No award may be made under the 2024 Plan after its termination date, but awards made prior thereto may extend beyond that date. The Amendment will only become effective upon stockholder approval of this Proposal 3.
Share Authorization. Subject to certain adjustments, the maximum number of shares of our common stock that may be delivered pursuant to awards under the 2024 Plan is 14,000,000 shares (reflecting the additional 7,000,000 shares authorized by the Amendment), subject to increase by any awards under Prior Plan (the “Prior Plan Awards”) (i) that are outstanding on the Effective Date, and that, on or after the Effective Date, are forfeited, expire or are canceled; and (ii) any shares subject to awards relating to our common stock under the Prior Plan that are settled in cash on or after the Effective Date, but solely to the extent that such awards, by their terms, could have been settled in common stock. One hundred percent (100%) of the shares authorized for issuance under the 2024 Plan may be delivered pursuant to incentive stock options. In addition,
44 | 2026 PROXY STATEMENT |
FOSSIL GROUP |
PROPOSAL 3: APPROVAL OF THE FIRST AMENDMENT TO THE FOSSIL GROUP, INC. 2024 LONG-TERM INCENTIVE PLAN
no outside director may be granted any award or awards denominated in shares that exceed in the aggregate $130,000 in fair market value (such fair market value computed as of the date of grant) in any calendar year period. However, the foregoing limit shall not apply to any Award made pursuant to deferred compensation arrangements in lieu of all or a portion of cash retainers. The 2024 Plan also provides that no more than 5% of the shares of common stock that may be issued pursuant to an award under the 2024 Plan may be designated as “Exempt Shares” (as defined in the 2024 Plan). The Committee has greater flexibility to accelerate the vesting for shares designated as Exempt Shares.
Shares to be issued may be made available from our authorized but unissued shares of common stock, shares held by the Company in its treasury, or shares purchased by the Company on the open market or otherwise. During the term of the 2024 Plan, we will at all times reserve and keep enough shares available to satisfy the requirements of the 2024 Plan. If an award under the 2024 Plan or any Prior Plan Award is cancelled, forfeited, or expires, in whole or in part, the shares subject to such forfeited, expired, or cancelled award may again be awarded under the 2024 Plan. Awards that may be satisfied either by the issuance of common stock or by cash or other consideration shall be counted against the maximum number of shares that may be issued under the 2024 Plan only during the period that the award is outstanding or to the extent the award is ultimately satisfied by the issuance of shares. Shares of common stock otherwise deliverable pursuant to an award that are withheld upon exercise or vesting of an award for purposes of paying the exercise price or tax withholdings shall be treated as delivered to the participant and shall be counted against the maximum number of shares of common stock that may be issued under the 2024 Plan. An award will not reduce the number of shares that may be issued pursuant to the 2024 Plan if the settlement of the award will not require the issuance of shares, as, for example, a stock appreciation right that can be satisfied only by the payment of cash. Only shares forfeited back to the Company or shares cancelled on account of termination, expiration, or lapse of an award shall again be available for grant of incentive stock options under the 2024 Plan, but shall not increase the maximum number of shares described above as the maximum number of shares that may be delivered pursuant to incentive stock options.
Administration. The 2024 Plan is administered by the compensation committee of our board of directors (the “Committee”). At any time there is no Committee to administer the 2024 Plan, any reference to the Committee is a reference to our board of directors. The Committee determines the persons to whom awards are to be made, determines the type, size, and terms of awards, interprets the 2024 Plan and award agreements granted thereunder, establishes and revises rules, regulations, and sub-plans (including sub-plans for awards made to participants who are not resident in the United States) relating to the 2024 Plan and makes any other determinations that it believes necessary for the administration of the 2024 Plan. To assure the viability of awards granted to participants employed in foreign countries, the Committee may provide for such special terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy, or custom. Moreover, the Committee may approve such supplements to, or amendments, restatements, or alternative versions of, the 2024 Plan as the Committee determines is necessary or appropriate for such purposes. Any such amendment, restatement or alternative versions that the Committee approves for purposes of using the 2024 Plan in a foreign country will not affect the terms of the 2024 Plan for any other country. The Committee may delegate certain duties to one or more officers of the Company as provided in the 2024 Plan.
Eligibility. Employees (including any employee who is also a director or an officer), contractors, and outside directors of the Company whose judgment, initiative, and efforts contributed to or may be expected to contribute to the successful performance of the Company are eligible to participate in the 2024 Plan. As of August 3, 2026, there were approximately 162 employees, eight directors, and ten contractors who would be eligible for awards under the 2024 Plan.
Stock Options. The Committee may grant either incentive stock options (“ISOs”) qualifying under Section 422 of the Code or nonqualified stock options, provided that only employees of the Company and its subsidiaries (excluding subsidiaries that are not corporations) are eligible to receive ISOs. For purposes of clarity, employees of Fossil Partners, L.P., outside directors and independent contractors are not eligible to receive ISOs. Stock options may not be granted with an option price less than 100% of the fair market value of a share
FOSSIL GROUP |
2026 PROXY STATEMENT | 45 |
PROPOSAL 3: APPROVAL OF THE FIRST AMENDMENT TO THE FOSSIL GROUP, INC. 2024 LONG-TERM INCENTIVE PLAN
of common stock on the date the stock option is granted. If an ISO is granted to an employee who owns or is deemed to own more than 10% of the combined voting power of all classes of stock of the Company (or any parent or subsidiary), the option price shall be at least 110% of the fair market value of a share of common stock on the date of grant. No dividends or dividend equivalent rights may be paid or granted with respect to any stock option granted under the 2024 Plan. The Committee will determine the terms of each stock option at the time of grant, including without limitation, the methods by or forms in which shares will be delivered to participants. The maximum term of each option, the times at which each option will be exercisable, and provisions requiring forfeiture of unexercised options at or following termination of employment or service generally are fixed by the Committee, except that the Committee may not grant stock options with a term exceeding ten years, or in the case of an ISO granted to an employee who owns or is deemed to own 10% or more of the combined voting power of all classes of our stock (or any parent or subsidiary), a term exceeding five years.
Recipients of stock options may pay the option price (i) in cash, check, bank draft, or money order payable to the order of the Company and in U.S. dollars; (ii) by delivering to us shares of our common stock (including restricted stock) already owned by the participant having a fair market value equal to the aggregate option price; (iii) by delivering to us or our designated agent (including by FAX or electronic transmission) an executed irrevocable option exercise form (or, to the extent permitted by the Company, exercise instructions that may be communicated in writing, telephonically, or electronically) together with irrevocable instructions from the participant to a broker or dealer, reasonably acceptable to us, to sell certain of the shares purchased upon the exercise of the option or to pledge such shares to the broker as collateral for a loan from the broker and to deliver to us the amount of sale or loan proceeds necessary to pay the purchase price; and/or (iv) by any other form of valid consideration that is acceptable to the Committee in its sole discretion.
Stock Appreciation Rights. The Committee is authorized to grant stock appreciation rights (“SARs”) as a stand-alone award, or freestanding SARs, or in conjunction with options granted under the 2024 Plan, or tandem SARs. SARs entitle a participant to receive an amount, in cash and/or common stock, equal to the excess of the fair market value of a share of common stock on the date of exercise (or, as provided in the award agreement, converted) over the fair market value of a share of common stock on the date of grant. The grant price of a SAR cannot be less than 100% of the fair market value of a share on the date of grant. The Committee will determine the terms of each SAR at the time of the grant, including without limitation, the methods by or forms in which shares will be delivered to participants. The maximum term of each SAR, the times at which each SAR will be exercisable, and provisions requiring forfeiture of unexercised SARs at or following termination of employment or service generally are fixed by the Committee, except that no freestanding SAR may have a term exceeding ten years and no tandem SAR may have a term exceeding the term of the option granted in conjunction with the tandem SAR. The Committee, in its sole discretion, may place a ceiling on the amount payable upon exercise of a SAR, but any such limitation shall be specified at the time that the SAR is granted. No dividends or dividend equivalent rights may be paid or granted with respect to any SAR granted under the 2024 Plan.
Restricted Stock and Restricted Stock Units. The Committee is authorized to grant restricted stock and restricted stock units. Restricted stock consists of shares of common stock that may not be sold, transferred, pledged, assigned, or otherwise disposed of, and that may be forfeited in the event of certain terminations of employment or service prior to the end of a restricted period as specified by the Committee. Restricted stock units are the right to receive shares of common stock at a future date in accordance with the terms of such grant upon the attainment of certain conditions specified by the Committee, which include substantial risk of forfeiture and restrictions on their sale or other transfer by the participant. The Committee determines the eligible participants to whom, and the time or times at which, grants of restricted stock or restricted stock units will be made, the number of shares or units to be granted, the price to be paid, if any, the time or times within which the shares covered by such grants will be subject to forfeiture, the time or times at which the restrictions will terminate, and all other terms and conditions of the grants. Restrictions or conditions could include, but are not limited to, the attainment of performance goals (as described below), continuous service with us, the passage of time, or other restrictions and conditions. The value of restricted stock units may be paid in shares of common stock, cash, or a combination of both, as determined by the Committee.
46 | 2026 PROXY STATEMENT |
FOSSIL GROUP |
PROPOSAL 3: APPROVAL OF THE FIRST AMENDMENT TO THE FOSSIL GROUP, INC. 2024 LONG-TERM INCENTIVE PLAN
Dividend Equivalent Rights. The Committee is authorized to grant a dividend equivalent right to any participant, either as a component of another award or as a separate award, conferring on participants the right to receive credits based on the cash dividends that would have been paid on the shares of our common stock specified in the award if such shares were held by the participant to whom the award is made. The terms and conditions of the dividend equivalent right shall be specified by the grant. Dividend equivalents credited to the holder of a dividend equivalent right shall be paid only as the applicable Award vests or may be deemed to be reinvested in additional shares (which may thereafter accrue additional dividend equivalents), which shares of common stock shall be subject to the same vesting conditions as the Award to which they relate. Any such reinvestment shall be at the fair market value at the time thereof. A dividend equivalent right may be settled in cash, shares, or a combination thereof in a single payment or in installments.
Notwithstanding the foregoing, any dividends or dividend equivalents payable with respect to unvested awards, including unvested restricted stock, restricted stock units, or other awards, will be subject to the same vesting, forfeiture, and other terms and conditions applicable to the underlying award, and will not be paid unless and until, and only to the extent that, the underlying award vests.
Performance Awards. The Committee may grant performance awards payable in cash, shares of common stock, or other consideration, or a combination thereof, at the end of a specified performance period. Payment will be contingent upon achieving pre-established performance goals (as described below) by the end of the performance period. The Committee will determine the length of the performance period, the maximum payment value of an award, and the minimum performance goals required before payment will be made, so long as such provisions are not inconsistent with the terms of the 2024 Plan, and to the extent an award is subject to Section 409A of the Code, are in compliance with the applicable requirements of Section 409A of the Code and any applicable regulations or guidance. If the Committee determines, in its sole discretion, that the established performance measures or objectives are no longer suitable because of a change in our business, operations, corporate structure, or for other reasons that the Committee deems satisfactory, the Committee may modify the performance measures or objectives and/or the performance period.
Performance Goals. Awards (whether relating to cash or shares of common stock) under the 2024 Plan may be made subject to the attainment of performance goals relating to one or more business criteria which may consist of one or more, or any combination of, the following criteria (“Performance Criteria”): operating income; net income; cash flow; cost; revenues, revenue growth, revenue ratios; sales; ratio of debt to debt plus equity; net borrowing, credit quality or debt ratings; profit before tax; economic profit; earnings before interest and taxes; earnings before interest, taxes, depreciation and amortization or other measures of cash flow; gross margin; operating margins; earnings per share (whether on a pre-tax, after-tax, operational or other basis); operating earnings; capital expenditures; aggregate product price and other product measures; expenses or cost levels; economic value added; ratio of operating earnings to capital spending or any other operating ratios; free cash flow; operating profit; net profit; net sales or changes in net sales; net earnings; growth in operating earnings or growth in earnings per share; value of assets; net asset value per share; the accomplishment of mergers, acquisitions, dispositions, public offerings or similar extraordinary business transactions; sales growth; price of the Company’s common stock, stockholder value, or total market value; return on net assets, return on invested capital or other return measures, including return or net return on working assets, equity, capital, or net sales; market share or market penetration with respect to specific designated products or product groups and/or specific geographic areas; inventory and/or receivables control, inventory levels, inventory turn or shrinkage; total return to stockholders, stockholders return based on growth measures or the attainment by the shares of a specified value for a specified period of time, share price or share price appreciation; reduction of losses, loss ratios or expense ratios; reduction in fixed assets; operating cost management; management of capital structure; debt reduction; productivity improvements; satisfaction of specified business expansion goals or goals relating to acquisitions or divestitures; customer satisfaction based on specified objective goals or a Company-sponsored customer survey; customer growth; employee diversity goals; employee turnover; specified objective social goals; safety record; or store sales or
FOSSIL GROUP |
2026 PROXY STATEMENT | 47 |
PROPOSAL 3: APPROVAL OF THE FIRST AMENDMENT TO THE FOSSIL GROUP, INC. 2024 LONG-TERM INCENTIVE PLAN
productivity or any other criteria determined by the Committee. Any Performance Criteria may be used to measure the performance of the Company as a whole or any business unit of the Company and may be measured relative to a peer group or index. Any Performance Criteria may include or exclude (i) events that are of an unusual nature or indicate infrequency of occurrence, (ii) gains or losses on the disposition of a business, (iii) changes in tax or accounting regulations or laws, (iv) the effect of a merger or acquisition, as identified in the Company’s quarterly and annual earnings releases, or (v) other similar occurrences. In all other respects, Performance Criteria shall be calculated in accordance with our financial statements, under generally accepted accounting principles, or under a methodology established by the Committee prior to the issuance of an award, which is consistently applied and identified in the audited financial statements, including footnotes, or the Compensation Discussion and Analysis section of the Company’s annual report.
Other Awards. The Committee may grant other forms of awards based upon, payable in, or otherwise related to, in whole or in part, shares of our common stock, if the Committee determines that such other form of award is consistent with the purpose and restrictions of the 2024 Plan. The terms and conditions of such other form of award shall be specified by the grant. Such other awards may be granted for no cash consideration, for such minimum consideration as may be required by applicable law, or for such other consideration as may be specified by the grant.
Annual Outside Director Awards. The 2024 Plan provides for annual grants of restricted stock units to our outside directors on the date of the Company’s annual stockholders meetings in an amount determined by our board of directors, provided that the value of such amount cannot exceed $130,000, so long as such outside director has not suffered a termination of service as an outside director prior to such date. In addition, each individual who first becomes an outside director (other than at any annual stockholders meeting), shall automatically be granted, as of the effective date of his or her appointment as an outside director, a portion of the restricted stock units that would have been granted to such individual if he or she had been elected as an outside director during the immediately preceding annual stockholders meeting, pro-rated based on the number of days between the date such individual first became an outside director and the date that is one year from the date of the immediately preceding annual stockholders meeting. Annual awards of restricted stock units to outside directors become 100% fully vested as follows: (i) for grants made on the date of an annual stockholders meeting, on the earlier of the first anniversary of the date of grant or the first annual stockholders meeting following the date of grant that is held at least 50 weeks following the date of grant, and (ii) for grants made to an individual first appointed as an outside director other than on the date of an annual stockholders meeting, one year from the date of grant, in either case, provided the outside director is providing services to the Company or a subsidiary on such vesting date. Notwithstanding the foregoing, in the event of an outside director’s termination of service due to his or her death, all unvested restricted stock units shall immediately become 100% fully vested and convertible into shares of common stock.
Repricing of Stock Options or SARs Not Permitted. The Committee may not, without approval of our stockholders, “reprice” any stock option or SAR. For purposes of the 2024 Plan, “reprice” means any of the following or any other action that has the same effect as any of the following: (i) amending a stock option or SAR to reduce its exercise price or base price; (ii) canceling a stock option or SAR at a time when its exercise price or base price exceeds the fair market value of a share of our common stock in exchange for cash or a stock option, SAR, award of restricted stock, or other equity award with an exercise price or base price less than the exercise price or base price of the original stock option or SAR; or (iii) taking any other action that is treated as a repricing under generally accepted accounting principles, provided that nothing shall prevent the Committee from (x) making adjustments to awards upon changes in capitalization; (y) exchanging or canceling awards upon a merger, consolidation, or recapitalization; or (z) substituting awards for awards granted by other entities, to the extent permitted by the 2024 Plan.
48 | 2026 PROXY STATEMENT |
FOSSIL GROUP |
PROPOSAL 3: APPROVAL OF THE FIRST AMENDMENT TO THE FOSSIL GROUP, INC. 2024 LONG-TERM INCENTIVE PLAN
Vesting, Forfeiture, Assignment. The Committee, in its sole discretion, shall establish the vesting terms applicable to an award, provided that any such vesting terms shall not be inconsistent with the terms of the 2024 Plan. Except as otherwise provided in the 2024 Plan, no award (nor any portion of an award, even on a pro rata basis) that would result in the issuance of our common stock may vest earlier than one year after the date of grant (other than substitute awards) other than in the event of a participant’s death, total and permanent disability, or the occurrence of a change in control. Notwithstanding the foregoing, the Committee may, in its sole discretion, grant awards with more favorable vesting provisions than set forth in the 2024 Plan, or accelerate the vesting or waive the restriction period for awards at any time, provided that the shares of our common stock subject to such awards shall be “Exempt Shares” (as defined in the 2024 Plan). The number of Exempt Shares is limited to 5% of the number of shares available for issuance under the 2024 Plan.
The Committee may impose on any award at the time of grant or thereafter, such additional terms and conditions as the Committee determines, including, without limitation, terms requiring forfeiture of awards in the event of a participant’s termination of service. The Committee will specify the circumstances on which performance awards may be forfeited in the event of a termination of service by a participant prior to the end of a performance period or settlement of awards. Except as otherwise determined by the Committee, restricted stock will be forfeited upon a participant’s termination of service during the applicable restriction period.
Awards granted under the 2024 Plan generally are not assignable or transferable except by will or by the laws of descent and distribution, except that the Committee may, in its discretion and pursuant to the terms of an award agreement, permit certain transfers of an award (other than an incentive stock option) to (i) the spouse, former spouse, children, or grandchildren of the participant (“Immediate Family Members”); (ii) a trust or trusts for the exclusive benefit of such Immediate Family Members; (iii) a partnership in which the only partners are (1) such Immediate Family Members and/or (2) entities which are controlled by Immediate Family Members; (iv) an entity exempt from federal income tax pursuant to Section 501(c)(3) of the Code or any successor provision; or (v) a split interest trust or pooled income fund described in Section 2522(c)(2) of the Code or any successor provision, provided that (x) there shall be no consideration for any such transfer, (y) the applicable award agreement pursuant to which such award is granted must be approved by the Committee and must expressly provide for such transferability, and (z) subsequent transfers of transferred awards shall be prohibited except those by will or the laws of descent and distribution.
Adjustments Upon Changes in Capitalization. In the event that any dividend or other distribution (whether in the form of cash, common stock, other securities, or other property), recapitalization, stock split, reverse stock split, rights offering, reorganization, merger, consolidation, split-up, spin-off, split-off, combination, subdivision, repurchase, or exchange of shares of common stock or other securities of the Company, issuance of warrants or other rights to purchase shares of common stock or other securities of the Company, or other similar corporate transaction or event affects the fair value of an award, then the Committee shall adjust any or all of the following so that the fair value of the award immediately after the transaction or event is equal to the fair value of the award immediately prior to the transaction or event: (i) the number of shares and type of common stock (or the securities or property) which thereafter may be made the subject of awards; (ii) the number of shares and type of common stock (or other securities or property) subject to outstanding awards; (iii) the option price of each outstanding award; (iv) the amount, if any, we pay for forfeited shares in accordance with the terms of the 2024 Plan; and (v) the number of or exercise price of shares then subject to outstanding SARs previously granted and unexercised under the 2024 Plan to the end that the same proportion of our issued and outstanding shares of common stock in each instance shall remain subject to exercise at the same aggregate exercise price; provided however, that the number of shares of common stock (or other securities or property) subject to any award shall always be a whole number. Notwithstanding the foregoing, no such adjustment shall be made or authorized to the extent that such adjustment would cause the 2024 Plan or any stock option to violate Section 422 of the Code or Section 409A of the Code. All such adjustments must be made in accordance with the rules of any securities exchange, stock market, or stock quotation system to which we are subject.
FOSSIL GROUP |
2026 PROXY STATEMENT | 49 |
PROPOSAL 3: APPROVAL OF THE FIRST AMENDMENT TO THE FOSSIL GROUP, INC. 2024 LONG-TERM INCENTIVE PLAN
Change in Control. If the Company is the surviving corporation in any merger, consolidation, or share exchange, each outstanding award will continue to be subject to the same restrictions and other vesting requirements that applied to the award immediately prior to such transaction. If the Company is not the surviving corporation in any such transaction, or if the acquiror or surviving corporation does not agree to assume the outstanding awards, each outstanding award will automatically be substituted with the same kind and amount of stock, securities, cash, or other property that a holder of the number of shares of common stock subject to the award would have received in the transaction, and the substituted award will remain exercisable or outstanding thereafter in accordance with its existing terms. As an alternative to such substitution, and only in the event the acquiror or surviving corporation does not agree to assume the outstanding awards, the Company may instead elect, in its sole discretion, to cancel outstanding awards as of the effective date of the transaction, in which case: (i) for awards for which the issuance of shares involves payment of an exercise or purchase price by the participant, such as stock options and SARs, the Company will give notice to the holders thereof and permit such awards to be exercised during the 30 day period preceding the effective date of the transaction; and (ii) for awards that are settled in shares of common stock without any required payment by the participant, such as restricted stock units and performance awards, the Company will instead pay the holder a cash amount equal to the excess, if any, of the value per share payable in the transaction over the price, if any, payable by the participant for such shares, multiplied by the number of shares subject to the award. The foregoing is qualified in its entirety by reference to the applicable provisions of the 2024 Plan.
Amendment or Discontinuance of the 2024 Plan. The board of directors may at any time and from time to time, without the consent of the participants, alter, amend, revise, suspend, or discontinue the 2024 Plan in whole or in part, except, that no amendment for which stockholder approval is required either (i) by any securities exchange or inter-dealer quotation system on which the common stock is listed or traded, or (ii) in order for the 2024 Plan and incentives awarded under the 2024 Plan to continue to comply with Sections 421 and 422 of the Code, including any successors to such Sections, or other applicable law, shall be effective unless such amendment is approved by the requisite vote of our stockholders entitled to vote thereon. In addition, no amendment to the 2024 Plan that increases the benefits accrued to participants, increases the maximum number of shares of common stock that may be issued under the 2024 Plan, reprices any stock options, or modifies the requirements for participation in the 2024 Plan shall be effective unless such amendment is approved by the stockholders of the Company entitled to vote thereon in the manner set forth in the Company’s articles of incorporation and bylaws. Any amendments made shall, to the extent deemed necessary or advisable by the Committee, be applicable to any outstanding awards theretofore granted under the 2024 Plan, notwithstanding any contrary provisions contained in any award agreement. In the event of any such amendment to the 2024 Plan, the holder of any award outstanding under the 2024 Plan shall, upon request of the Committee and as a condition to the exercisability thereof, execute a conforming amendment in the form prescribed by the Committee to any award agreement relating thereto. Notwithstanding anything contained in the 2024 Plan to the contrary, unless required by law, no action regarding amendment or discontinuance of the 2024 Plan shall adversely affect any rights of participants or obligations of the Company to participants with respect to any awards granted under the 2024 Plan without the consent of the affected participant.
Clawback. Notwithstanding any other provision of the 2024 Plan, the Company may recoup all or any portion of any shares or cash paid to a participant in connection with an award in the event of a restatement of the Company’s financial statements, as set forth in the Company’s compensation recovery (clawback) policy, if any, approved by the Board from time to time, consistent with the requirements of Section 10D of the Securities Exchange Act of 1934, as amended, and applicable stock exchange listing standards.
50 | 2026 PROXY STATEMENT |
FOSSIL GROUP |
PROPOSAL 3: APPROVAL OF THE FIRST AMENDMENT TO THE FOSSIL GROUP, INC. 2024 LONG-TERM INCENTIVE PLAN
Federal Income Tax Consequences
The following is a brief summary of certain federal income tax consequences relating to the transactions described under the 2024 Plan as set forth below. This summary does not purport to address all aspects of federal income taxation and does not describe state, local, or foreign tax consequences. This discussion is based upon provisions of the Code and the Treasury Regulations issued thereunder, and judicial and administrative interpretations under the Code and Treasury Regulations, all as in effect as of the date hereof, and all of which are subject to change (possibly on a retroactive basis) or different interpretation.
Law Affecting Deferred Compensation. In 2004, Section 409A was added to the Code to regulate all types of deferred compensation. If the requirements of Section 409A of the Code are not satisfied, deferred compensation and earnings thereon will be subject to tax as it vests, plus an interest charge at the underpayment rate plus 1% and a 20% penalty tax. Certain performance awards, stock options, SARs, restricted stock units, and certain types of restricted stock are subject to Section 409A of the Code.
Incentive Stock Options. A participant will not recognize income at the time an ISO is granted. When a participant exercises an ISO, a participant also generally will not be required to recognize income (either as ordinary income or capital gain). However, to the extent that the fair market value (determined as of the date of grant) of the shares with respect to which the participant’s ISOs are exercisable for the first time during any year exceeds $100,000, the ISOs for the shares over $100,000 will be treated as nonqualified stock options, and not ISOs, for federal tax purposes, and the participant will recognize income as if the ISOs were nonqualified stock options. In addition to the foregoing, if the fair market value of the shares received upon exercise of an ISO exceeds the exercise price, then the excess may be deemed a tax preference adjustment for purposes of the federal alternative minimum tax calculation. The federal alternative minimum tax may produce significant tax repercussions depending upon the participant’s particular tax status.
The tax treatment of any shares acquired by exercise of an ISO will depend upon whether the participant disposes of his or her shares prior to two years after the date the ISO was granted or one year after the shares were transferred to the participant (referred to as the “Holding Period”). If a participant disposes of shares acquired by exercise of an ISO after the expiration of the Holding Period, any amount received in excess of the participant’s tax basis for such shares will be treated as short-term or long-term capital gain, depending upon how long the participant has held the shares. If the amount received is less than the participant’s tax basis for such shares, the loss will be treated as short-term or long-term capital loss, depending upon how long the participant has held the shares.
If the participant disposes of shares acquired by exercise of an ISO prior to the expiration of the Holding Period, the disposition will be considered a “disqualifying disposition.” If the amount received for the shares is greater than the fair market value of the shares on the exercise date, then the difference between the ISO’s exercise price and the fair market value of the shares at the time of exercise will be treated as ordinary income for the tax year in which the “disqualifying disposition” occurs. The participant’s basis in the shares will be increased by an amount equal to the amount treated as ordinary income due to such “disqualifying disposition.” In addition, the amount received in such “disqualifying disposition” over the participant’s increased basis in the shares will be treated as capital gain. However, if the price received for shares acquired by exercise of an ISO is less than the fair market value of the shares on the exercise date and the disposition is a transaction in which the participant sustains a loss which otherwise would be recognizable under the Code, then the amount of ordinary income that the participant will recognize is the excess, if any, of the amount realized on the “disqualifying disposition” over the basis of the shares.
Nonqualified Stock Options. A participant generally will not recognize income at the time a nonqualified stock option is granted. When a participant exercises a nonqualified stock option, the difference between the option price and any higher market value of the shares of common stock on the date of exercise will be treated as compensation taxable as ordinary income to the participant. The participant’s tax basis for the shares acquired under a nonqualified stock option will be equal to the option price paid for such shares, plus any amounts included in the participant’s income as compensation. When a participant disposes of shares
FOSSIL GROUP |
2026 PROXY STATEMENT | 51 |
PROPOSAL 3: APPROVAL OF THE FIRST AMENDMENT TO THE FOSSIL GROUP, INC. 2024 LONG-TERM INCENTIVE PLAN
acquired by exercise of a nonqualified stock option, any amount received in excess of the participant’s tax basis for such shares will be treated as short-term or long-term capital gain, depending upon how long the participant has held the shares. If the amount received is less than the participant’s tax basis for such shares, the loss will be treated as short-term or long-term capital loss, depending upon how long the participant has held the shares.
Special Rule if Option Price is Paid for in Shares. If a participant pays the option price of a nonqualified stock option with previously-owned shares of our common stock and the transaction is not a disqualifying disposition of shares previously acquired under an ISO, the shares received equal to the number of shares surrendered are treated as having been received in a tax-free exchange. The participant’s tax basis and holding period for these shares received will be equal to the participant’s tax basis and holding period for the shares surrendered. The shares received in excess of the number of shares surrendered will be treated as compensation taxable as ordinary income to the participant to the extent of such shares’ fair market value. The participant’s tax basis in such shares will be equal to their fair market value on the date of exercise, and the participant’s holding period for such shares will begin on the date of exercise.
If the use of previously acquired shares to pay the exercise price of a nonqualified stock option constitutes a disqualifying disposition of shares previously acquired under an ISO, the participant will have ordinary income as a result of the disqualifying disposition in an amount equal to the excess of the fair market value of the shares surrendered, determined at the time such shares were originally acquired on exercise of the ISO, over the aggregate option price paid for such shares. As discussed above, a disqualifying disposition of shares previously acquired under an ISO occurs when the participant disposes of such shares before the end of the Holding Period. The other tax results from paying the exercise price with previously-owned shares are as described above, except that the participant’s tax basis in the shares that are treated as having been received in a tax-free exchange will be increased by the amount of ordinary income recognized by the participant as a result of the disqualifying disposition.
Restricted Stock. A participant who receives a grant of restricted stock generally will recognize as ordinary income the excess, if any, of the fair market value of the shares granted as restricted stock at such time as the shares are no longer subject to forfeiture or restrictions, over the amount paid, if any, by the participant for such shares. However, a participant who receives restricted stock may make an election under Section 83(b) of the Code within 30 days of the date of transfer of the shares to recognize ordinary income on the date of transfer of the shares equal to the excess of the fair market value of such shares (determined without regard to the restrictions on such shares) over the purchase price, if any, of such shares. If a participant does not make an election under Section 83(b) of the Code, then the participant will recognize as ordinary income any dividends received with respect to such shares. At the time of the sale of such shares, any gain or loss realized by the participant will be treated as either short-term or long-term capital gain (or loss) depending on the holding period. For purposes of determining any gain or loss realized, the participant’s tax basis will be the amount previously taxable as ordinary income, plus the purchase price paid by the participant, if any, for such shares.
Stock Appreciation Rights. Generally, a participant who receives a stand-alone SAR will not recognize taxable income at the time the stand-alone SAR is granted, provided that the SAR is exempt from or complies with Section 409A of the Code. If an employee receives the appreciation inherent in the SARs in cash, the cash will be taxed as ordinary income to the recipient at the time it is received. If a recipient receives the appreciation inherent in the SARs in stock, the spread between the then current market value and the grant price, if any, will be taxed as ordinary income to the employee at the time it is received. In general, there will be no federal income tax deduction allowed to us upon the grant or termination of SARs. However, upon the exercise of a SAR, we will be entitled to a deduction equal to the amount of ordinary income the recipient is required to recognize as a result of the exercise.
52 | 2026 PROXY STATEMENT |
FOSSIL GROUP |
PROPOSAL 3: APPROVAL OF THE FIRST AMENDMENT TO THE FOSSIL GROUP, INC. 2024 LONG-TERM INCENTIVE PLAN
Other Awards. In the case of an award of restricted stock units, performance awards, dividend equivalent rights, or other stock or cash awards, the recipient will generally recognize ordinary income in an amount equal to any cash received and the fair market value of any shares received on the date of payment or delivery, provided that the award is exempt from or complies with Section 409A of the Code. In that taxable year, we will receive a federal income tax deduction in an amount equal to the ordinary income that the participant has recognized.
Federal Tax Withholding. Any ordinary income realized by a participant upon the exercise of an award under the 2024 Plan is subject to withholding of federal, state, and local income tax and to withholding of the participant’s share of tax under the Federal Insurance Contribution Act and the Federal Unemployment Tax Act. To satisfy federal income tax withholding requirements, we will have the right to require that, as a condition to the registration of the shares in the participant’s name or, if requested by the participant in writing in accordance with the terms of the 2024 Plan, to the delivery of any certificate for shares of common stock, the participant remit to us an amount sufficient to satisfy the withholding requirements. Such payment may be made (i) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding obligations of the Company; (ii) if the Company, in its sole discretion, so consents in writing, the actual delivery by the participant to the Company of shares of common stock, which shares so delivered have an aggregate fair market value that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding obligations of the Company; (iii) if the Company, in its sole discretion, so consents in writing, the Company’s withholding of a number of shares to be delivered upon the exercise of a stock option, which shares so withheld have an aggregate fair market value that equals or exceeds the required tax withholding obligations of the Company; or (iv) any combination of (i), (ii), or (iii). To the extent the number of shares delivered in satisfaction of the tax withholding requirements exceeds the required tax withholding due, the Company shall make a cash payment to the participant equal to the excess amount as soon as administratively practicable thereafter.
Withholding does not represent an increase in the participant’s total income tax obligation, since it is fully credited toward his or her tax liability for the year. Additionally, withholding does not affect the participant’s tax basis in the shares. Compensation income realized and tax withheld will be reflected on Forms W-2 supplied by us to employees by January 31 of the succeeding year. Deferred compensation that is subject to Section 409A of the Code will be subject to certain federal income tax withholding and reporting requirements.
Tax Consequences to the Company. To the extent that a participant recognizes ordinary income in the circumstances described above, we will be entitled to a corresponding deduction provided that, among other things, the income meets the test of reasonableness, is an ordinary and necessary business expense, is not an “excess parachute payment” within the meaning of Section 280G of the Code, and is not disallowed by the $1,000,000 limitation on certain executive compensation under Section 162(m) of the Code.
Million Dollar Deduction Limit and Other Tax Matters. We may not deduct compensation of more than $1,000,000 that is paid to “covered employees” (as defined in Section 162(m) of the Code), which include an individual (or, in certain circumstances, his or her beneficiaries) who, at any time during the taxable year, is our principal executive officer, principal financial officer, an individual who is among the three highest compensated officers for the taxable year (other than an individual who was either our principal executive officer or our principal financial officer at any time during the taxable year), or anyone who was a covered employee for purposes of Section 162(m) of the Code for any tax year beginning on or after January 1, 2017. This limitation on deductions only applies to compensation paid by a publicly-traded corporation (and not compensation paid by non-corporate entities) and may not apply to certain types of compensation, such as qualified performance-based compensation, that is payable pursuant to a written, binding contract (such as an award agreement corresponding to a Prior Plan Award or an award granted under the 2024 Plan) that was in place as of November 2, 2017, so long as the contract is not materially modified after that date. To the extent that compensation is payable pursuant to a Prior Plan Award granted on or before November 2, 2017,
FOSSIL GROUP |
2026 PROXY STATEMENT | 53 |
PROPOSAL 3: APPROVAL OF THE FIRST AMENDMENT TO THE FOSSIL GROUP, INC. 2024 LONG-TERM INCENTIVE PLAN
and if we determine that Section 162(m) of the Code will apply to any such awards, we intend that the terms of those awards will not be materially modified and will be constructed so as to constitute qualified performance-based compensation and, as such, will be exempt from the $1,000,000 limitation on deductible compensation.
If an individual’s rights under the 2024 Plan are accelerated as a result of a change in control and the individual is a “disqualified individual” under Section 280G of the Code, the value of any such accelerated rights received by such individual may be included in determining whether or not such individual has received an “excess parachute payment” under Section 280G of the Code, which could result in (i) the imposition of a 20% federal excise tax (in addition to federal income tax) payable by the individual on the value of such accelerated rights; and (ii) the loss by us of a compensation deduction.
Equity Compensation Plan Information
For more information regarding our 2024 Plan, please see the section titled “Equity Compensation Plan Table” contained elsewhere in this Proxy Statement.
New Plan Benefits
We cannot currently determine the benefits or number of shares subject to awards that may be granted in the future to eligible participants under the 2024 Plan because the grant of awards and terms of such awards are to be determined in the sole discretion of the Committee.
The market value of our common stock is $5.89 per share based on the closing price of our common stock on August 3, 2026.
Form S-8
If our stockholders approve the Amendment, the Company intends to file with the SEC a registration statement on Form S-8 to register the additional 7,000,000 shares of common stock issuable under the 2024 Plan.
Vote Required
The affirmative vote of the holders of a majority of the shares of Common Stock represented in person or by proxy at the Annual Meeting and entitled to vote on such proposal is required for the approval of the Amendment. All members of the Board of Directors are eligible for awards under the 2024 Plan and thus, have a personal interest in approval of the Amendment. If the Amendment is not approved by our stockholders, the 2024 Plan will continue in effect on its existing terms without the additional 7,000,000 shares.
54 | 2026 PROXY STATEMENT |
FOSSIL GROUP |
The Company’s independent registered public accounting firm for the fiscal year ended January 3, 2026 was Deloitte & Touche LLP. It is expected that one or more representatives of such firm will attend the Annual Meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions. The Audit Committee has selected the firm of Deloitte & Touche LLP as the Company’s principal independent registered public accounting firm for the fiscal year ending January 2, 2027. Stockholder ratification of the appointment is not required under the laws of the State of Delaware, but the Board has decided to ascertain the position of the stockholders on the appointment. The Audit Committee will reconsider the appointment if it is not ratified. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the fiscal year if the Audit Committee feels that such a change would be in the Company’s and its stockholders’ best interests. The affirmative vote of a majority of the shares present in person or by proxy, and entitled to vote on the subject matter at the Annual Meeting is required for ratification.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES
The following table summarizes the aggregate fees (excluding value added taxes) incurred by the Company and its subsidiaries for work performed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, “Deloitte”) for the fiscal years ended January 3, 2026 and December 28, 2024, respectively:
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Fiscal Year |
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Fiscal Year |
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Audit Fees(1) |
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$ |
3,227,162 |
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|
$ |
2,865,000 |
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Audit-Related Fees(2) |
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$ |
110,250 |
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|
$ |
110,250 |
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Tax Fees(3) |
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$ |
176,006 |
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$ |
210,915 |
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Other fees(4) |
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$ |
2,050 |
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$ |
2,050 |
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Total Fees |
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$ |
3,515,468 |
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$ |
3,188,215 |
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FOSSIL GROUP |
2026 PROXY STATEMENT | 55 |
PROPOSAL 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
In considering the nature of the services provided by Deloitte, the Audit Committee determined that such services are compatible with the provision of independent audit services. The Audit Committee discussed these services with Deloitte and Company management to determine that they are permitted under the rules and regulations concerning auditor independence promulgated by the SEC to implement the Sarbanes-Oxley Act, as well as the American Institute of Certified Public Accountants.
The Audit Committee’s Policies and Procedures for the Engagement of the Principal Outside Auditing Firm provides for pre-approval of all audit, audit-related, tax and other permissible non-audit services provided by our principal independent registered public accounting firm on an annual basis and individual engagements as needed. The policy also requires additional approval of any engagements that were previously approved but are anticipated to exceed pre-approved fee levels. The policy permits the Audit Committee chairperson to pre-approve principal independent registered public accounting firm services where the Company deems it necessary or advisable that such services commence prior to the next regularly scheduled Audit Committee meeting (provided that the Audit Committee chairperson must report to the full Audit Committee on any pre-approval determinations).
The Audit Committee approved all of the audit fees, audit-related fees, tax fees and other fees set forth in the table.
The Board of Directors unanimously recommends that the stockholders vote “FOR” the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 2, 2027. |
56 | 2026 PROXY STATEMENT |
FOSSIL GROUP |
ADDITIONAL INFORMATION
Date for Receipt of Stockholder Proposals
We intend to hold our 2027 Annual Meeting of Stockholders (“2027 Annual Meeting”) in May of 2027. Pursuant to Rule 14a-8 of the Exchange Act, the submission deadline for stockholder proposals to be included in our proxy materials for the 2027 Annual Meeting is either (i) 120 days before the date that our proxy statement for the 2026 Annual Meeting is first made available to our stockholders or (ii) if the date of the 2027 Annual Meeting is changed by more than 30 days from the one-year anniversary of the 2026 Annual Meeting date, then a reasonable time before we begin to print and send our proxy materials for the 2027 Annual Meeting. Since we anticipate that our 2027 Annual Meeting of Stockholders will be held in May of 2027, we will give our stockholders a reasonable amount of time to submit any stockholder proposals to be included in our proxy materials for the 2027 Annual Meeting of Stockholders. To be considered timely, all such proposals must be in writing and received by the Company at its principal executive offices on or before January 28, 2027. Submission of a proposal before the deadline does not guarantee its inclusion in our proxy materials.
Stockholders wishing to submit proposals to be presented directly at the 2027 Annual Meeting instead of for inclusion in next year’s proxy statement must follow the submission criteria and deadlines set forth in our Bylaws. To be timely in connection with an annual meeting, a stockholder proposal must be received by the Company at its principal executive offices not later than the close of business on the 90th day, nor earlier than the close of business on the 120th day, before the one-year anniversary of the date on which we first mailed proxy materials or a notice of availability of proxy materials (whichever is earlier) for the 2026 Annual Meeting. However, if the 2027 Annual Meeting of stockholders is advanced by more than 30 days prior to, or delayed by more than 60 days after, the one-year anniversary of the 2026 Annual Meeting, which we expect to be the case, as discussed above, then, for notice by the stockholder to be timely, it must be received by the Company at its principal executive offices not earlier than the close of business on the 120th day prior to the 2027 Annual Meeting and not later than the close of business on the later of (i) the 90th day prior to the 2027 Annual Meeting, or (ii) the 10th day following the day on which public announcement of the date of the 2027 Annual Meeting is first made.
Stockholders who intend to solicit proxies in reliance on the SEC’s universal proxy rule for nominations for election to the Board submitted under the advance notice requirements of our Bylaws must comply with the additional requirements of Rule 14a-19(b) of the Exchange Act. If the date of the 2027 Annual Meeting changes by more than 30 days from the 2026 Annual Meeting, which we expect to be the case, as discussed above, then, Rule 14a-19 requires the notice be provided by the later of 60 calendar days prior to the date of the 2027 Annual Meeting or the 10th calendar day following the day on which we first publicly announce the date of the 2027 Annual Meeting. With respect to other stockholder proposals, management will be able to vote proxies in its discretion without advising stockholders in the 2027 proxy statement about the nature of the matter and how management intends to vote if notice of the proposal is not timely received by the Company at its principal executive offices.
Annual Report
You may obtain a copy of the Company's Annual Report on Form 10-K for the fiscal year ended January 3, 2026 without charge by sending a written request to Fossil Group, Inc., 901 S. Central Expressway, Richardson, Texas 75080, Attn: Investor Relations. The 2025 Annual Report is also available at www.fossilgroup.com.
FOSSIL GROUP |
2026 PROXY STATEMENT | 57 |
ADDITIONAL INFORMATION
Other Business
The Board is not aware of any other business to be brought before the Annual Meeting. If, however, any other business should properly come before the Annual Meeting, the persons named in the accompanying proxy will vote the proxy in accordance with applicable law and as they may deem appropriate in their discretion, unless directed by the proxy to do otherwise.
BY ORDER OF THE BOARD OF DIRECTORS
Randy S. Hyne
Chief Legal Officer and Secretary
It is IMPORTANT that proxies be voted promptly. Stockholders who do not expect to attend the meeting and wish their stock to be voted are urged to vote by internet, phone or mail as described in the proxy card. |
58 | 2026 PROXY STATEMENT |
FOSSIL GROUP |
Questions and Answers about the Annual Meeting
The executive offices of the Company are located at, and the mailing address of the Company is, 901 S. Central Expressway, Richardson, Texas 75080. Following are questions and answers regarding the Annual Meeting:
Why am I receiving this Proxy Statement?
You are receiving this Proxy Statement in connection with the solicitation of proxies by the Board to be voted at the Annual Meeting (and at any adjournment or postponement of the Annual Meeting), for the purposes set forth in the Annual Meeting Notice.
What is a proxy?
A proxy is your legal designation of another person to vote the stock you own. If you designate someone as your proxy in a written document, that document is also called a proxy (or proxy card). Randy S. Hyne and Heather Foster have been designated as proxies for the Annual Meeting.
Who is entitled to vote at the Annual Meeting?
Holders of shares of Common Stock, at the close of business on August 3, 2026, which is the date that the Board has designated as the record date for the Annual Meeting (the “Record Date”), are entitled to vote their shares at the Annual Meeting. As of the Record Date, there were 56,638,052 shares of Common Stock issued and outstanding. Each holder of Common Stock is entitled to one vote per share on all matters to be acted upon at the Annual Meeting, and neither the Company’s Third Amended and Restated Certificate of Incorporation, as amended (the “Charter”), nor its Sixth Amended and Restated Bylaws (the “Bylaws”), allow for cumulative voting.
How can I attend the Annual Meeting?
We believe hosting our Annual Meeting virtually expands access and enables improved communication by allowing stockholders to participate from any location. Digital transformation of experiences such as our Annual Meeting allow stockholders to gather safely and conveniently, without the need for travel. We have designed our virtual format to expand, rather than reduce, stockholder access, participation and communication. Stockholders will be able to attend our Annual Meeting, vote and submit questions online from virtually any location around the world.
To attend the Annual Meeting virtually via the Internet, you must register on or before 11:59 p.m. ET on October 1, 2026 by visiting http://web.viewproxy.com/fossil/2026 clicking “Virtual Meeting Registration” and following these registration instructions:
If you hold your shares in your name and have received a proxy card, please click “Registration for Registered Holders” and enter your name, phone number and email address.
If you hold your shares through a bank or broker, please click “Registration for Beneficial Holders”, enter your name, phone number and email address, and click submit. Then please upload or email a copy of your legal proxy or proof of ownership that you have obtained from your bank or broker to virtualmeeting@viewproxy.com.
FOSSIL GROUP |
2026 PROXY STATEMENT | 59 |
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
Upon completing your registration, you will receive an email once your submission has been confirmed along with the meeting password. You will need this password in order to attend the virtual Annual Meeting. In the confirmation email, beneficial holders will also receive their assigned control number if they have chosen the option to vote. Registered holders already have their control number on their proxy card. Participants are encouraged to visit the website in advance to test their systems for compatibility. If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please email virtualmeeting@viewproxy.com or call 866-612-8937.
Our virtual Annual Meeting website contains instructions for addressing technical and logistical issues related to accessing the virtual Annual Meeting and accessing technical support to assist a stockholder who encounters any difficulties accessing the virtual Annual Meeting.
What am I voting on and what are the Board voting recommendations?
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Proposal |
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Description |
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Board Voting Recommendations |
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Page |
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1 |
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Election of Directors
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FOR All Director Nominees |
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3 |
2 |
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Advisory Vote to Approve the Compensation of our Named Executive Officers |
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FOR |
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42 |
3 |
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To vote on a proposal to approve the First Amendment to the Fossil Group, Inc. 2024 Long-Term Incentive Plan |
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FOR |
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43 |
4 |
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Ratification of the Appointment of Independent Auditors |
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FOR |
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55 |
Can other matters be decided at the Annual Meeting?
Management does not intend to present any business at the Annual Meeting for a vote other than the matters set forth in the Annual Meeting Notice and has no information that others will do so. If other matters requiring a vote of the stockholders properly come before the Annual Meeting, it is the intention of the proxy holders appointed by our Board (who are named in the accompanying form of proxy) to vote the shares represented by the proxies held by them in accordance with applicable law and their judgment on such matters.
How many shares must be present to hold the Annual Meeting?
The presence, in person or by proxy, of the holders of a majority of the issued and outstanding shares of Common Stock entitled to vote at the Annual Meeting is necessary to constitute a quorum to transact business. If a quorum is not present or represented at the Annual Meeting, the stockholders entitled to vote thereat, present in person or by proxy, may adjourn the Annual Meeting from time to time without notice or other announcement until a quorum is present or represented.
60 | 2026 PROXY STATEMENT |
FOSSIL GROUP |
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
What is the procedure for voting?
You may vote by proxy or virtually at the Annual Meeting. We suggest that you vote by proxy even if you plan to attend the Annual Meeting virtually. If you are the stockholder of record, you can vote by proxy via the following ways:
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INTERNET |
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TELEPHONE |
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Vote your proxy on the Internet: Go to www.AALvote.com/FOSL Have your proxy card available when you access the above website. Follow prompts to vote your shares. |
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Vote your proxy by phone: Call 1-(866) 804-9616 Use any touch-tone telephone to vote your proxy. Have your proxy card available when you call. Follow the voting instructions to vote your proxy. |
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Vote your proxy by mail: Mark, sign and date your proxy card, then detach it, and return it in the postage-paid envelope provided. |
If you are not the record holder of your shares of Common Stock, please follow the instructions provided by your broker, bank or other nominee.
Can I change my proxy vote?
Yes. If you are a registered stockholder, you can change your proxy vote or revoke your proxy at any time before the Annual Meeting by:
If you are a beneficial owner of shares, you can submit new voting instructions by contacting your broker, bank or other nominee. You also can vote virtually at the Annual Meeting if you obtain a legal proxy from your bank, broker or other nominee (the registered stockholder) as described in the answer to the previous question.
Your virtual attendance at the Annual Meeting does not revoke your proxy. Unless you vote at the Annual Meeting, your last valid proxy prior to or at the Annual Meeting will be used to cast your vote.
What if I return my proxy card but do not provide voting instructions?
Proxies that are signed and returned but do not contain voting instructions will be voted:
FOSSIL GROUP |
2026 PROXY STATEMENT | 61 |
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
Will my shares be voted if I don’t provide my proxy or instruction card?
Registered Stockholders
If your shares are registered in your name, your shares will not be voted unless you provide a proxy by Internet, by telephone, by mail, or vote virtually at the Annual Meeting.
Plan Participants
If you are a participant in our employee 401(k) plan and you do not provide timely directions to the plan trustee, shares allocated to your account(s) will be voted by the plan trustee depending on the terms of your plan and other legal requirements. You should contact your plan trustee for more information.
Beneficial Owners
Brokers who hold shares in street name for customers are required to vote shares in accordance with instructions received from the beneficial owners. NYSE Rule 452, which is also applicable to Nasdaq-listed companies, restricts when brokers who are record holders of shares may exercise discretionary authority to vote those shares in the absence of instructions from beneficial owners. Brokers are not permitted to vote on non-discretionary items such as director elections, executive compensation and other significant matters without instructions from the beneficial owner. As a result, if you do not vote your proxy and your shares are held in street name, your brokerage firm may either (i) vote your shares on discretionary matters, such as the ratification of the appointment of our independent registered public accounting firm (Proposal 4), or (ii) leave your shares unvoted. On non-discretionary matters, such as Proposals 1, 2 and 3, if the brokerage firm has not received voting instructions from you, the brokerage firm cannot vote your shares on that proposal, which is referred to as a “broker non-vote.”
Multiple Forms of Ownership
The Company cannot provide a single proxy or instruction card for stockholders who own shares in multiple forms as registered stockholders, plan participants or beneficial owners. As a result, if your shares are held in multiple types of accounts, you must submit your votes for each type of account in accordance with the instructions you receive for that account.
What is the vote required for each proposal?
Assuming the presence of a quorum, in an uncontested election of directors, the affirmative vote of the holders of a majority of the votes cast at the Annual Meeting is required for the election of directors (Proposal 1). A “majority of the votes cast” means that the number of shares voted “for” a director must exceed the number of votes cast “against” that director. Votes cast shall exclude abstentions with respect to that director’s election. Pursuant to the Company’s Corporate Governance Guidelines, in an uncontested election of directors, any nominee for director who has a greater number of votes “against” his or her election than votes “for” such election (a “Majority Against Vote”) is required to promptly tender his or her resignation following certification of the stockholder vote. Thereafter the Nominating and Corporate Governance Committee will recommend to the Board whether to accept such resignation; however, if each member of the
62 | 2026 PROXY STATEMENT |
FOSSIL GROUP |
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
Nominating and Corporate Governance Committee received a Majority Against Vote at the same election, then the independent directors who did not receive a Majority Against Vote shall appoint a committee among themselves and recommend to the Board whether to accept such resignations. The Board is required to act upon such recommendation(s) within 90 days following certification of the stockholder vote.
Assuming the presence of a quorum, the affirmative vote of the holders of a majority of the shares of Common Stock present, virtually or by proxy, and entitled to vote on Proposals 2, 3 and 4 is required to approve the compensation of the Company’s Named Executive Officers, the First Amendment to the Fossil Group, Inc. 2024 Long-Term Incentive Plan and to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm, respectively.
When did the Company begin mailing the Annual Meeting materials and first make available the Proxy Statement and form of proxy to stockholders?
We began mailing the Proxy Notice, and first made available the Proxy Statement and the accompanying form of proxy to our stockholders, on or about August 12, 2026.
Who will count the votes?
An automated system administered by an independent third party tabulates the votes. The inspectors of election will tabulate votes cast at the Annual Meeting. Each proposal is tabulated separately.
What is the effect of an abstention?
A stockholder who abstains on some or all matters is considered present for purposes of determining if a quorum is present at the Annual Meeting, but an abstention is not counted as a vote cast. An abstention will have the effect of a vote against Proposals 2, 3 and 4 and will have no effect with respect to Proposal 1.
What is the effect of a broker non-vote?
Votes withheld by brokers in the absence of voting instructions from a beneficial owner are referred to as “broker non-votes.” If the beneficial owner does not vote on Proposals 1, 2 or 3 there will be a “broker non-vote” on those items. The broker non-vote does not count as a vote cast for that proposal and will have no effect on Proposals 1, 2 or 3. Thus, a broker non-vote on these proposals will not impact our ability to obtain a quorum, will not affect the outcome with respect to the election of directors and will not otherwise affect the outcome of the vote on a proposal.
Where can I find the voting results of the Annual Meeting?
The preliminary voting results will be announced at the Annual Meeting. The final voting results will be tallied by the inspectors of election and disclosed by the Company in a Current Report on Form 8-K filed with the SEC within four business days following the Annual Meeting.
FOSSIL GROUP |
2026 PROXY STATEMENT | 63 |
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
What is “householding” and how does it affect me?
With respect to eligible stockholders who share a single address, we are sending only one set of the Annual Meeting materials, which include the Annual Meeting Notice, the 2026 Proxy Statement, the 2025 Annual Report and the proxy card, to that address unless we received instructions to the contrary from any stockholder at that address. This practice, known as “householding,” is designed to reduce our printing and postage costs. However, if a stockholder of record residing at such address wishes to receive a separate set of the Annual Meeting materials in the future, he or she may contact Investor Relations, Fossil Group, Inc., 901 S. Central Expressway, Richardson, Texas 75080 or call (972) 234-2525 and ask for Investor Relations. Eligible stockholders of record receiving multiple copies of the Annual Meeting materials can request householding by contacting us in the same manner. Stockholders who own shares through a bank, broker or other nominee can request householding by contacting the nominee.
We hereby undertake to deliver promptly, upon written or oral request, a copy of the Annual Meeting materials to a stockholder at a shared address to which a single copy of the document was delivered. Requests should be directed to the address or phone number set forth above.
Who bears the cost of this proxy solicitation?
The cost of preparing, assembling, posting on the Internet, printing and mailing the Annual Meeting materials, as well as the reasonable costs of forwarding solicitation materials to the beneficial owners of shares of the Common Stock, and other costs of solicitation, will be borne by the Company. Officers and employees of the Company may solicit proxies, either through personal contact or by mail, telephone or other electronic means. These officers and employees will not receive additional compensation for soliciting proxies, but will be reimbursed for out-of-pocket expenses. Brokerage houses and other custodians, nominees, and fiduciaries, with shares of Common Stock registered in their names, will be requested to forward solicitation materials to the beneficial owners of such shares of Common Stock.
Can I find additional information on the Company’s website?
Yes. Although the information contained on our website is not part of this Proxy Statement, you will find information about the Company and our corporate governance practices at https://www.fossilgroup.com/investors/corporate-governance. Our website contains information about the Board, Board committees, Charter, Bylaws, Company Codes, Corporate Governance Guidelines and information about insider transactions. Stockholders may obtain, without charge, hard copies of the above documents by writing to Investor Relations, Fossil Group, Inc., 901 S. Central Expressway, Richardson, Texas 75080.
64 | 2026 PROXY STATEMENT |
FOSSIL GROUP |
Appendix A
FOSSIL GROUP, INC.
2024 LONG-TERM INCENTIVE PLAN
The Fossil Group, Inc. 2024 Long-Term Incentive Plan (the “Plan”) was adopted by the Board of Directors of Fossil Group, Inc., a Delaware corporation (the “Company”) on April 29, 2024 (the “Board Approval Date”) to be effective as of the date the Plan is approved by the Company’s stockholders at the Company’s next Annual Shareholder Meeting (the “Effective Date”). The Plan replaces and supersedes the Fossil Group, Inc. 2016 Long-Term Incentive Plan, as amended (the “Prior Plan”) in its entirety. The Prior Plan shall terminate on the Effective Date, and no future awards may be granted thereunder after the Effective Date, provided that the Prior Plan shall continue to apply to awards granted under the Prior Plan prior to the Effective Date.
ARTICLE 1
PURPOSE
The purpose of the Plan is to attract and retain the services of key employees, key contractors and Outside Directors of the Company and its Subsidiaries and to provide such persons with a proprietary interest in the Company through the granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights, and other awards, whether granted singly, or in combination, or in tandem, that will
(a) increase the interest of such persons in the Company’s welfare;
(b) furnish an incentive to such persons to continue their services for the Company or its Subsidiaries; and
(c) provide a means through which the Company may attract able persons as Employees, Contractors, and Outside Directors. With respect to Reporting Participants, the Plan and all transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 promulgated under the Exchange Act. To the extent any provision of the Plan or action by the Committee fails to so comply, such provision or action shall be deemed null and void ab initio, to the extent permitted by law and deemed advisable by the Committee.
ARTICLE 2
DEFINITIONS
For the purpose of the Plan, unless the context requires otherwise, the following terms shall have the meanings indicated:
2.1. “Annual Stockholders Meeting” means the annual general meeting of the Company’s stockholders, as established by the Board, at which the members of the Company’s Board or any class thereof are elected.
2.2. “Applicable Law” means all legal requirements relating to the administration of equity incentive plans and the issuance and distribution of shares of Common Stock, if any, under applicable corporate laws, applicable securities laws, the rules of any exchange or inter-dealer quotation system upon which the Company’s securities are listed or quoted, the rules of any foreign jurisdiction applicable to Incentives granted to residents therein, and any other applicable law, rule or restriction.
2.3. “Authorized Officer” is defined in Section 3.2(b) hereof.
APPENDIX A
2.4. “Award” means the grant of any Incentive Stock Option, Nonqualified Stock Option, Restricted Stock, SAR, Restricted Stock Unit, Performance Award, Dividend Equivalent Right or Other Award, whether granted singly or in combination or in tandem (each individually referred to herein as an “Incentive”).
2.5. “Award Agreement” means a written agreement between a Participant and the Company which sets out the terms of the grant of an Award.
2.6. “Award Period” means the period set forth in the Award Agreement during which one or more Incentives granted under an Award may be exercised.
2.7. “Board” means the board of directors of the Company.
2.8. “Board Approval Date” is defined in the preamble to the Plan.
2.9. “Change in Control” means the occurrence of the event set forth in any one of the following paragraphs, except as otherwise provided herein:
(i) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates) representing 30% or more of the combined voting power of the Company’s then outstanding securities, or if such Person is the Beneficial Owner, directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s outstanding securities as of the date the particular Award is granted, such person becomes the Beneficial Owner, directly or indirectly, of the combined voting power of additional securities representing 10% or more of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (i) of paragraph (iii) below; or
(ii) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the Effective Date of this Plan, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were directors on the Effective Date of this Plan or whose appointment, election or nomination for election was previously so approved or recommended; or
(iii) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 60% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates other than in connection with the acquisition by the Company or its Affiliates of a business) representing 30% or more of the combined voting power of the Company’s then outstanding securities; or
(iv) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 60% of the combined voting power of the
APPENDIX A
voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.
For purposes hereof:
“Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act.
“Beneficially Owned” with respect to any securities shall mean having "beneficial ownership" of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act, including pursuant to any agreement, arrangement or understanding, whether or not in writing. Without duplicative counting of the same securities by the same holder, securities Beneficially Owned by a Person (as hereinafter defined) shall include securities Beneficially Owned by all other Persons with whom such Person would constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act.
“Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act.
“Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its Subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.
Notwithstanding the foregoing provisions of this Section 2.9, if an Award issued under the Plan is subject to Section 409A of the Code, then an event shall not constitute a Change in Control for purposes of such Award under the Plan unless such event also constitutes a change in the Company’s ownership, its effective control or the ownership of a substantial portion of its assets within the meaning of Section 409A of the Code.
2.10. “Claims” means any claim, liability or obligation of any nature, arising out of or relating to this Plan or an alleged breach of this Plan, or an Award Agreement.
2.11. “Code” means the Internal Revenue Code of 1986, as amended.
2.12. “Committee” means the Compensation Committee of the Board.
2.13. “Common Stock” means the common stock, par value $0.01 per share, which the Company is currently authorized to issue or may in the future be authorized to issue, or any securities into which or for which the common stock of the Company may be converted or exchanged, as the case may be, pursuant to the terms of this Plan.
2.14. “Company” means Fossil Group, Inc. a Delaware corporation, and any successor entity.
2.15. “Contractor” means any natural person, who is not an Employee, rendering bona fide services to the Company or a Subsidiary, with compensation, pursuant to a written independent contractor agreement between such person and the Company or a Subsidiary, provided that such services are not rendered in connection with the offer or sale of securities in a capital raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities.
APPENDIX A
2.16. “Corporation” means any entity that (i) is defined as a corporation under Section 7701 of the Code and (ii) is the Company or is in an unbroken chain of corporations (other than the Company) beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing a majority of the total combined voting power of all classes of stock in one of the other corporations in the chain. For purposes of clause (ii) hereof, an entity shall be treated as a “corporation” if it satisfies the definition of a corporation under Section 7701 of the Code.
2.17. “Date of Grant” means the effective date on which an Award is made to a Participant as set forth in the applicable Award Agreement; provided, however, that solely for purposes of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder, the Date of Grant of an Award shall be the date of stockholder approval of the Plan if such date is later than the effective date of such Award as set forth in the Award Agreement.
2.18. “Dividend Equivalent Right” means the right of the holder thereof to receive credits based on the cash dividends that would have been paid on the shares of Common Stock specified in the Award if such shares were held by the Participant to whom the Award is made.
2.19. “Employee” means a common law employee (as defined in accordance with the Regulations and Revenue Rulings then applicable under Section 3401(c) of the Code) of the Company or any Subsidiary of the Company provided, however, in the case of individuals whose employment status, by virtue of their employer or residence, is not determined under Section 3401(c) of the Code, “Employee” shall mean an individual treated as an employee for local payroll tax or employment purposes by the applicable employer under Applicable Law for the relevant period.
2.20. “Exchange Act” means the United States Securities Exchange Act of 1934, as amended.
2.21. “Exercise Date” is the date (i) with respect to any Stock Option, that the Participant has delivered both the Exercise Notice and consideration to the Company with a value equal to the total Option Price of the shares to be purchased (plus any income and/or employment tax withholding or other tax payment due with respect to such Award); and (ii) with respect to any SAR, that the Participant has delivered both the Exercise Notice and consideration to the Company with a value equal to any income and/or employment tax withholding or other tax payment due with respect to such SAR..
2.22. “Exercise Notice” is defined in Section 9.3(b) below.
2.23. “Exempt Shares” means shares of Common Stock subject to an Award that has been granted with (or that has been amended by the Committee to include) more favorable vesting provisions than those set forth in Section 8.2. No more than five percent (5%) of the shares of Common Stock that may be delivered pursuant to Awards may be shares designated as “Exempt Shares.”
2.24. “Fair Market Value” means, as of a particular date, (a) if the shares of Common Stock are listed or quoted on any established national securities exchange, the arithmetic mean of the high and low prices per share of the Common Stock on the particular date (or, if the particular date is not a trading day, the arithmetic mean of the high and low prices per share of the Common Stock immediately preceding such particular date), determined in accordance with the requirements of Section 422 of the Code (to the extent Incentive Stock Options are granted) and/or Section 409A of the Code and the regulations and other guidance issued thereunder; or (b) if the shares of Common Stock are not so listed or quoted, such amount as may be determined by the Committee (acting on the advice of an Independent Third Party, should the Committee elect in its sole discretion to utilize an Independent Third Party for this purpose), in good faith, to be the fair market value per share of Common Stock. Notwithstanding the foregoing provisions of this Section 2.24, to the extent an Award is intended to be in compliance with some or all of the requirements of Section 409A of the Code, “Fair Market Value” for purposes of the Plan and any Award shall be the definition provided for under Section 409A of the Code and Section 1.409A-1(b)(5)(iv) of the regulations issued thereunder or any successor provision thereto.
APPENDIX A
2.25. “Immediate Family Members” is defined in Section 16.8 hereof.
2.26. “Incentive” is defined in Section 2.4 hereof.
2.27. “Incentive Stock Option” means an incentive stock option within the meaning of Section 422 of the Code, granted pursuant to this Plan. For purposes of clarity, Employees of Fossil Partners, L.P., Outside Directors, and Contractors are not eligible to receive Incentive Stock Options.
2.28. “Independent Third Party” means an individual or entity independent of the Company having experience in providing investment banking or similar appraisal or valuation services and with expertise generally in the valuation of securities or other property for purposes of this Plan. The Committee may utilize one or more Independent Third Parties.
2.29. “Nonqualified Stock Option” means a nonqualified stock option, granted pursuant to this Plan, which is not an Incentive Stock Option.
2.30. “Option Price” means the price which must be paid by a Participant upon exercise of a Stock Option to purchase a share of Common Stock.
2.31. “Other Award” means an Award issued pursuant to Section 6.9 hereof.
2.32. “Outside Director” means a director of the Company who is not an Employee or Contractor.
2.33. “Participant” means an Employee, Contractor or Outside Director to whom an Award is granted under this Plan.
2.34. “Performance Award” means an Award hereunder of cash, shares of Common Stock, units or rights based upon, payable in, or otherwise related to, Common Stock pursuant to Section 6.7 hereof.
2.35. “Performance Goal” means any of the goals set forth in Section 6.10 hereof.
2.36. “Plan” means this Fossil Group, Inc. 2024 Long-Term Incentive Plan, as amended from time to time.
2.37. “Prior Plan Awards” means (i) any awards under the Prior Plan that are outstanding on the Effective Date, and that, on or after the Effective Date, are forfeited, expire or are canceled; and (ii) any shares subject to awards relating to Common Stock under the Prior Plans that are settled in cash on or after the Effective Date, but solely to the extent that such awards, by their terms, could have been settled in Common Stock.
2.38. “Prior Plan” means the Fossil, Inc. 2016 Long-Term Incentive Plan effective March 15, 2016.
2.39. “Reporting Participant” means a Participant who is subject to the reporting requirements of Section 16 of the Exchange Act.
2.40. “Restricted Stock” means shares of Common Stock issued or transferred to a Participant pursuant to Section 6.4 of this Plan which are subject to restrictions or limitations set forth in this Plan and in the related Award Agreement.
2.41. “Restricted Stock Units” means units awarded to Participants pursuant to Section 6.6 hereof, which are convertible into Common Stock at such time as such units are no longer subject to restrictions as established by the Committee.
2.42. “Restriction Period” is defined in Section 6.4(b)(i) hereof.
APPENDIX A
2.43. “Retirement” is as defined in the applicable Award Agreement.
2.44. “SAR” or “Stock Appreciation Right” means the right to receive an amount, in cash and/or Common Stock, equal to the excess of the Fair Market Value of a specified number of shares of Common Stock as of the date the SAR is exercised (or, as provided in the Award Agreement, converted) over the SAR Price for such shares.
2.45. “SAR Price” means the exercise price or conversion price of each share of Common Stock covered by a SAR, determined on the Date of Grant of the SAR.
2.46. “Spread” is defined in Section 13.4(b) hereof.
2.47. “Stock Option” means a Nonqualified Stock Option or an Incentive Stock Option.
2.48. “Subsidiary” means (i) any corporation in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing a majority of the total combined voting power of all classes of stock in one of the other corporations in the chain, (ii) any limited partnership, if the Company or any corporation described in item (i) above owns a majority of the general partnership interest and a majority of the limited partnership interests entitled to vote on the removal and replacement of the general partner, and (iii) any partnership or limited liability company, if the partners or members thereof are composed only of the Company, any corporation listed in item (i) above or any limited partnership listed in item (ii) above. “Subsidiaries” means more than one of any such corporations, limited partnerships, partnerships or limited liability companies. Notwithstanding the foregoing, an entity shall not be a “Subsidiary” for purposes of this Plan, unless at least twenty-five percent (25%) of such entity’s Voting Equity is owned either directly or indirectly by the Company.
2.49. “Tenure Award” means an Award hereunder of cash, shares of Common Stock, units or rights based upon, payable in, or otherwise related to, Common Stock that vests over time based upon the Participant’s continued employment with or service to the Company or its Subsidiaries.
2.50. “Termination of Service” occurs when a Participant who is (i) an Employee of the Company or any Subsidiary ceases to provide active service as an Employee of the Company and its Subsidiaries, for any reason, (ii) a Contractor of the Company or any Subsidiary ceases to serve as a Contractor of the Company and its Subsidiaries, for any reason; or (iii) an Outside Director of the Company or a Subsidiary ceases to serve as a director of the Company and its Subsidiaries for any reason. Except as may be necessary or desirable to comply with applicable federal or state law, a “Termination of Service” shall not be deemed to have occurred when a Participant who is an Employee becomes an Outside Director or vice versa, or when a Participant who is serving in two capacities (i.e., both an Employee and a director) ceases to serve in one of those capacities (i.e., serves only as a director and not as an Employee); provided, however, a “Termination of Service” shall be deemed to have occurred if a Participant who is serving as an Employee becomes a Contractor, or vice versa, or when an Outside Director ceases to be an Outside Director and becomes a Contractor, unless otherwise specifically provided in the applicable award agreement. If, however, a Participant who is an Employee and who has an Incentive Stock Option ceases to be an Employee but does not suffer a Termination of Service, and if that Participant does not exercise the Incentive Stock Option within the time required under Section 422 of the Code upon ceasing to be an Employee, the Incentive Stock Option shall thereafter become a Nonqualified Stock Option. Notwithstanding the foregoing provisions of this Section 2.50, in the event an Award issued under the Plan is subject to Section 409A of the Code, then, in lieu of the foregoing definition and to the extent necessary to comply with the requirements of Section 409A of the Code, the definition of “Termination of Service” for purposes of such Award shall be the definition of “separation from service” provided for under Section 409A of the Code and the regulations or other guidance issued thereunder.
APPENDIX A
2.51. “Total and Permanent Disability” means a Participant is qualified for long-term disability benefits under the Company’s or Subsidiary’s disability plan or insurance policy or under applicable non‑U.S. law; or, if no such plan, policy or law is then in existence or if the Participant is not eligible to participate in such plan or policy, that the Participant, because of a physical or mental condition resulting from bodily injury, disease, or mental disorder, is unable to perform his or her duties of employment for a period of six (6) continuous months, as determined in good faith by the Committee, based upon medical reports or other evidence satisfactory to the Committee; provided that, with respect to any Incentive Stock Option, Total and Permanent Disability shall have the meaning given it under the rules governing Incentive Stock Options under the Code. Notwithstanding the foregoing provisions of this Section 2.51, in the event an Award issued under the Plan is subject to Section 409A of the Code, then, in lieu of the foregoing definition and to the extent necessary to comply with the requirements of Section 409A of the Code, the definition of “Total and Permanent Disability” for purposes of such Award shall be the definition of “disability” provided for under Section 409A of the Code and the regulations or other guidance issued thereunder.
2.52. “Voting Equity” means the shares or other equity interests of an entity that has the right to vote generally on matters submitted to a vote of the owners of such entity.
ARTICLE 3
ADMINISTRATION
3.1 General Administration; Establishment of Committee. Subject to the terms of this Article 3, the Plan shall be administered by the Committee. The Committee shall consist of not fewer than two persons. Any member of the Committee may be removed at any time, with or without cause, by resolution of the Board. Any vacancy occurring in the membership of the Committee may be filled by appointment by the Board. At any time there is no Committee to administer the Plan, any references in this Plan to the Committee shall be deemed to refer to the Board.
Membership on the Committee shall be limited to those members of the Board who are “non-employee directors” as defined in Rule 16b-3 promulgated under the Exchange Act. The Committee shall select one of its members to act as its Chairman. A majority of the Committee shall constitute a quorum, and the act of a majority of the members of the Committee present at a meeting at which a quorum is present shall be the act of the Committee.
3.2 Designation of Participants and Awards.
(a) The Committee shall determine and designate from time to time the eligible persons to whom Awards will be granted and shall set forth in each related Award Agreement, where applicable, the Award Period, the Date of Grant, and such other terms, provisions, limitations, and performance requirements, as are approved by the Committee, but not inconsistent with the Plan. The Committee shall determine whether an Award shall include one type of Incentive or two or more Incentives granted in combination or two or more Incentives granted in tandem (that is, a joint grant where exercise of one Incentive results in cancellation of all or a portion of the other Incentive). Although the members of the Committee shall be eligible to receive Awards, all decisions with respect to any Award, and the terms and conditions thereof, to be granted under the Plan to any member of the Committee shall be made solely and exclusively by the other members of the Committee, or if such member is the only member of the Committee, by the Board.
(b) Notwithstanding Section 3.2(a), to the extent permitted by Applicable Law, the Committee may, in its discretion and by a resolution adopted by the Committee, authorize one or more officers of the Company (an “Authorized Officer”) to (i) designate one or more Employees or Contractors as eligible persons to whom Awards will be granted under the Plan and (ii) determine the number of shares of Common Stock that will be subject to such Awards; provided, however, that the resolution of the Committee granting such authority shall (x) specify the total number of shares of Common Stock that may be made subject to the Awards, (y) set forth the price or prices (or a formula
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by which such price or prices may be determined) to be paid for the purchase of the Common Stock subject to such Awards, and (z) not authorize an officer to designate himself as a recipient of any Award.
3.3 Authority of the Committee. The Committee, in its discretion, shall (i) interpret the Plan and Award Agreements, (ii) prescribe, amend, and rescind any rules, regulations and sub‑plans (including sub-plans for Awards made to Participants who are not resident in the United States), as necessary or appropriate for the administration of the Plan, to obtain favorable tax treatment for the Awards or to ensure compliance with securities laws, (iii) establish performance goals for an Award and certify the extent of their achievement, and (iv) make such other determinations or certifications and take such other action as it deems necessary or advisable in the administration of the Plan. Any interpretation, determination, or other action made or taken by the Committee shall be final, binding, and conclusive on all interested parties. The Committee’s discretion set forth herein shall not be limited by any provision of the Plan, including any provision which by its terms is applicable notwithstanding any other provision of the Plan to the contrary.
The Committee may delegate to officers of the Company, pursuant to a written delegation, the authority to perform specified functions under the Plan. Any actions taken by any officers of the Company pursuant to such written delegation of authority shall be deemed to have been taken by the Committee.
With respect to restrictions in the Plan that are based on the requirements of Rule 16b‑3 promulgated under the Exchange Act, Section 422 of the Code, the rules of any exchange or inter-dealer quotation system upon which the Company’s securities are listed or quoted, or any other Applicable Law, to the extent that any such restrictions are no longer required by Applicable Law, the Committee shall have the sole discretion and authority to grant Awards that are not subject to such formerly-mandated restrictions and/or to waive any such formerly-mandated restrictions with respect to outstanding Awards.
ARTICLE 4
ELIGIBILITY
Any Employee (including an Employee who is also a director or an officer), Contractor or Outside Director of the Company whose judgment, initiative, and efforts contributed or may be expected to contribute to the successful performance of the Company is eligible to participate in the Plan; provided that only Employees of Fossil Group, Inc. and its Subsidiaries (excluding Subsidiaries that are not corporations or that are less than fifty percent (50%) owned subsidiaries) shall be eligible to receive Incentive Stock Options For purposes of clarity, Employees of Fossil Partners, L.P., Contractors and Outside Directors are not eligible to receive Incentive Stock Options. The Committee, upon its own action, may grant, but shall not be required to grant, an Award to any Employee, Contractor or Outside Director of the Company or any Subsidiary. Awards may be granted by the Committee at any time and from time to time to new Participants, or to then Participants, or to a greater or lesser number of Participants, and may include or exclude previous Participants, as the Committee shall determine. Except as required by this Plan, Awards granted at different times or at the same time need not contain similar provisions. The Committee’s determinations under the Plan (including without limitation determinations of which Employees, Contractors or Outside Directors, if any, are to receive Awards, the form, amount and timing of such Awards, the terms and provisions of such Awards and the agreements evidencing same) need not be uniform and may be made by it selectively among Participants who receive, or are eligible to receive, Awards under the Plan.
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ARTICLE 5
SHARES SUBJECT TO PLAN
5.1 Number Available for Awards. Subject to adjustment as provided in Articles 11 and 12 and subject to increase by any Prior Plan Awards eligible for reuse pursuant to Section 5.2, the maximum number of shares of Common Stock that may be delivered pursuant to Awards granted under the Plan is an aggregate of 7,000,000 shares, 100% of which may be delivered pursuant to Incentive Stock Options. Shares to be issued may be made available from authorized but unissued Common Stock, Common Stock held by the Company in its treasury, or Common Stock purchased by the Company on the open market or otherwise. During the term of this Plan, the Company will at all times reserve and keep available the number of shares of Common Stock that shall be sufficient to satisfy the requirements of this Plan.
5.2 Reuse of Shares. To the extent that any Award under this Plan or any Prior Plan Awards shall be forfeited, shall expire or be canceled, in whole or in part, then the number of shares of Common Stock covered by the Award or Prior Plan Award so forfeited, expired or canceled may again be awarded pursuant to the provisions of this Plan. Awards that may be satisfied either by the issuance of shares of Common Stock or by cash or other consideration shall be counted against the maximum number of shares of Common Stock that may be issued under this Plan only during the period that the Award is outstanding or to the extent the Award is ultimately satisfied by the issuance of shares of Common Stock. Shares of Common Stock otherwise deliverable pursuant to an Award that are withheld upon exercise or vesting of an Award for purposes of paying the exercise price or tax withholdings shall be treated as delivered to the Participant and shall be counted against the maximum number of shares of Common Stock that may be issued under this Plan. Awards will not reduce the number of shares of Common Stock that may be issued pursuant to this Plan if the settlement of the Award will not require the issuance of shares of Common Stock, as, for example, a SAR that can be satisfied only by the payment of cash. Notwithstanding any provisions of the Plan to the contrary, only shares forfeited back to the Company or shares canceled on account of termination, expiration or lapse of an Award, shall again be available for grant of Incentive Stock Options under the Plan, but shall not increase the maximum number of shares described in Section 5.1 above as the maximum number of shares of Common Stock that may be delivered pursuant to Incentive Stock Options.
5.3 Limitation on Outside Director Awards. In addition to any Awards granted in accordance with Article 7 below, no Outside Director may be granted any Award or Awards denominated in shares that exceed in the aggregate $130,000 in Fair Market Value (such Fair Market Value computed as of the Date of Grant) in any calendar year period. The foregoing limit shall not apply to any Award made pursuant to deferred compensation arrangements in lieu of all or a portion of cash retainers.
ARTICLE 6
GRANT OF AWARDS
6.1 In General.
(a) The grant of an Award shall be authorized by the Committee and shall be evidenced by an Award Agreement setting forth the Incentive or Incentives being granted, the total number of shares of Common Stock subject to the Incentive(s), the Option Price (if applicable), the Award Period, the Date of Grant, and such other terms, provisions, limitations, and performance objectives, as are approved by the Committee, but (i) not inconsistent with the Plan, and (ii) to the extent an Award issued under the Plan is subject to Section 409A of the Code, in compliance with the applicable requirements of Section 409A of the Code and the regulations or other guidance issued thereunder. The Company shall execute an Award Agreement with a Participant after the Committee approves the issuance of an Award. Any Award granted pursuant to this Plan must be granted within ten years of the Board Approval Date. The Plan shall be submitted to the Company’s stockholders for approval at the first stockholder meeting after the Board Approval Date; however, the Committee may grant Awards under the Plan prior to the time of stockholder approval. Any such Award granted prior to
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such stockholder approval shall be made subject to the attainment of such stockholder approval. The grant of an Award to a Participant shall not be deemed either to entitle the Participant to, or to disqualify the Participant from, receipt of any other Award under the Plan.
(b) If the Committee establishes a purchase price for an Award, the Participant must accept such Award within a period of 30 days (or such shorter period as the Committee may specify) after the Date of Grant by executing the applicable Award Agreement and paying such purchase price.
(c) Any Award under this Plan that is settled in whole or in part in cash on a deferred basis may provide for interest equivalents to be credited with respect to such cash payment. Interest equivalents may be compounded and shall be paid upon such terms and conditions as may be specified by the grant.
6.2 Option Price. The Option Price for any share of Common Stock which may be purchased under a Nonqualified Stock Option for any share of Common Stock must be equal to or greater than the Fair Market Value of the share on the Date of Grant. The Option Price for any share of Common Stock which may be purchased under an Incentive Stock Option must be at least equal to the Fair Market Value of the share on the Date of Grant; if an Incentive Stock Option is granted to an Employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than ten percent (10%) of the combined voting power of all classes of stock of the Company (or any parent or Subsidiary), the Option Price shall be at least 110% of the Fair Market Value of the Common Stock on the Date of Grant. No dividends or Dividend Equivalent Rights may be paid or granted with respect to any Stock Option granted hereunder.
6.3 Maximum ISO Grants. The Committee may not grant Incentive Stock Options under the Plan to any Employee which would permit the aggregate Fair Market Value (determined on the Date of Grant) of the Common Stock with respect to which Incentive Stock Options (under this and any other plan of the Company and its Subsidiaries) are exercisable for the first time by such Employee during any calendar year to exceed $100,000. To the extent any Stock Option granted under this Plan which is designated as an Incentive Stock Option exceeds this limit or otherwise fails to qualify as an Incentive Stock Option, such Stock Option (or any such portion thereof) shall be a Nonqualified Stock Option. In such case, the Committee shall designate which stock will be treated as Incentive Stock Option stock by causing the issuance of a separate stock certificate and identifying such stock as Incentive Stock Option stock on the Company’s stock transfer records.
6.4 Restricted Stock. If Restricted Stock is granted to or received by a Participant under an Award (including a Stock Option), the Committee shall set forth in the related Award Agreement: (i) the number of shares of Common Stock awarded, (ii) the price, if any, to be paid by the Participant for such Restricted Stock and the method of payment of the price, (iii) the time or times within which such Award may be subject to forfeiture, (iv) specified Performance Goals of the Company, a Subsidiary, any division thereof or any group of Employees of the Company, or other criteria, which the Committee determines must be met in order to remove any restrictions (including vesting) on such Award, and (v) all other terms, limitations, restrictions, and conditions of the Restricted Stock, which shall be consistent with this Plan, to the extent applicable and, to the extent Restricted Stock granted under the Plan is subject to Section 409A of the Code, in compliance with the applicable requirements of Section 409A of the Code and the regulations or other guidance issued thereunder. The provisions of Restricted Stock need not be the same with respect to each Participant.
(a) Legend on Shares. The Company shall electronically register the Restricted Stock awarded to a Participant in the name of such Participant, which shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock, substantially as provided in Section 16.10 of the Plan. No stock certificate or certificates shall be issued with respect to such shares of Common Stock, unless, following the expiration of the Restriction Period (as defined in Section 6.4(b)(i)) without forfeiture in respect of such shares of Common Stock, the Participant
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requests delivery of the certificate or certificates by submitting a written request to the Committee (or such party designated by the Company) requesting delivery of the certificates. The Company shall deliver the certificates requested by the Participant to the Participant as soon as administratively practicable following the Company’s receipt of such request.
(b) Restrictions and Conditions. Shares of Restricted Stock shall be subject to the following restrictions and conditions:
(i) Subject to the other provisions of this Plan and the terms of the particular Award Agreements, during such period as may be determined by the Committee commencing on the Date of Grant or the date of exercise of an Award (the “Restriction Period”), the Participant shall not be permitted to sell, transfer, pledge or assign shares of Restricted Stock. Except for these limitations and the limitations set forth in Section 8.2 below, the Committee may in its sole discretion, remove any or all of the restrictions on such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the date of the Award, such action is appropriate.
(ii) Except as provided in sub-paragraph (i) above or in the applicable Award Agreement, the Participant shall have, with respect to his or her Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the shares, and the right to receive any dividends thereon; provided that, if the right to receive dividends is awarded, then (A) any cash dividends and stock dividends with respect to the Restricted Stock shall be withheld by the Company for the Participant’s account, and interest may be credited on the amount of the cash dividends withheld at a rate and subject to such terms as determined by the Committee; and (B) such cash dividends or stock dividends so withheld by the Company and attributable to any particular share of Restricted Stock (and earnings thereon, if applicable) shall be distributed to such Participant in cash or, at the discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of such dividends, if applicable, upon the release of restrictions on such share and, if such share is forfeited, the Participant shall have no right to such dividends. The Company shall electronically register the Restricted Stock in the name of the Participant, but shall not issue certificates for the Restricted Stock unless the Participant requests delivery of the certificates for the Restricted Stock, in writing in accordance with the procedures established by the Committee. A Participant may only request delivery of certificates for shares of Common Stock free of restriction under this Plan after the Restriction Period expires without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Each Award Agreement shall require that (x) each Participant, by his or her acceptance of Restricted Stock, shall irrevocably grant to the Company a power of attorney to transfer any shares so forfeited to the Company and agrees to execute any documents requested by the Company in connection with such forfeiture and transfer, and (y) such provisions regarding returns and transfers of stock certificates with respect to forfeited shares of Common Stock shall be specifically performable by the Company in a court of equity or law.
(iii) The Restriction Period of Restricted Stock shall commence on the Date of Grant or the date of exercise of an Award, as specified in the Award Agreement, and, subject to Article 13 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or on such Performance Goals, as may be determined by the Committee in its sole discretion.
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(iv) Except as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the nonvested shares of Restricted Stock shall be forfeited by the Participant. In the event a Participant has paid any consideration to the Company for such forfeited Restricted Stock, the Committee shall specify in the Award Agreement that either (i) the Company shall be obligated to, or (ii) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Company.
6.5 SARs. The Committee may grant SARs to any Participant, either as a separate Award or in connection with a Stock Option. SARs shall be subject to such terms and conditions as the Committee shall impose, provided that such terms and conditions are (i) not inconsistent with the Plan, and (ii) to the extent a SAR issued under the Plan is subject to Section 409A of the Code, in compliance with the applicable requirements of Section 409A of the Code and the regulations or other guidance issued thereunder. The grant of the SAR may provide that the holder may be paid for the value of the SAR either in cash or in shares of Common Stock, or a combination thereof. In the event of the exercise of a SAR payable in shares of Common Stock, the holder of the SAR shall receive that number of whole shares of Common Stock having an aggregate Fair Market Value on the date of exercise equal to the value obtained by multiplying (a) the difference between the Fair Market Value of a share of Common Stock on the date of exercise over the SAR Price as set forth in such SAR (or other value specified in the Award Agreement granting the SAR), by (b) the number of shares of Common Stock as to which the SAR is exercised, with a cash settlement to be made for any fractional shares of Common Stock. The SAR Price for any share of Common Stock subject to a SAR may be equal to or greater than the Fair Market Value of the share on the Date of Grant. The Committee, in its sole discretion, may place a ceiling on the amount payable upon exercise of a SAR, but any such limitation shall be specified at the time that the SAR is granted.
6.6 Restricted Stock Units. Restricted Stock Units may be awarded or sold to any Participant under such terms and conditions as shall be established by the Committee, provided, however, that such terms and conditions are (i) not inconsistent with the Plan, and (ii) to the extent a Restricted Stock Unit issued under the Plan is subject to Section 409A of the Code, in compliance with the applicable requirements of Section 409A of the Code and the regulations or other guidance issued thereunder. Restricted Stock Units shall be subject to such restrictions as the Committee determines, including, without limitation, (a) a prohibition against sale, assignment, transfer, pledge, hypothecation or other encumbrance for a specified period; or (b) a requirement that the holder forfeit (or in the case of shares of Common Stock or units sold to the Participant, resell to the Company at cost) such shares or units in the event of Termination of Service during the period of restriction. The value of Restricted Stock Units may be paid in shares of common stock, cash, or a combination of both, as determined by the Committee.
6.7 Performance Awards.
(a) The Committee may grant Performance Awards to one or more Participants. The terms and conditions of Performance Awards shall be specified at the time of the grant and may include provisions establishing the performance period, the Performance Goals to be achieved during a performance period, and the maximum or minimum settlement values, provided that such terms and conditions are (i) not inconsistent with the Plan and (ii) to the extent a Performance Award issued under the Plan is subject to Section 409A of the Code, in compliance with the applicable requirements of Section 409A of the Code and the regulations or other guidance issued thereunder. If the Performance Award is to be in shares of Common Stock, the Performance Awards may provide for the issuance of the shares of Common Stock at the time of the grant of the Performance Award or at the time of the certification by the Committee that the Performance Goals for the performance
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period have been met; provided, however, if shares of Common Stock are issued at the time of the grant of the Performance Award and if, at the end of the performance period, the Performance Goals are not certified by the Committee to have been fully satisfied, then, notwithstanding any other provisions of this Plan to the contrary, the Common Stock shall be forfeited in accordance with the terms of the grant to the extent the Committee determines that the Performance Goals were not met. The forfeiture of shares of Common Stock issued at the time of the grant of the Performance Award due to failure to achieve the established Performance Goals shall be separate from and in addition to any other restrictions provided for in this Plan that may be applicable to such shares of Common Stock. Each Performance Award granted to one or more Participants shall have its own terms and conditions.
If the Committee determines, in its sole discretion, that the established performance measures or objectives are no longer suitable because of a change in the Company’s business, operations, corporate structure, or for other reasons that the Committee deemed satisfactory, the Committee may modify the performance measures or objectives and/or the performance period.
(b) Performance Awards may be valued by reference to the Fair Market Value of a share of Common Stock or according to any formula or method deemed appropriate by the Committee, in its sole discretion, including, but not limited to, achievement of Performance Goals or other specific financial, production, sales or cost performance objectives that the Committee believes to be relevant to the Company’s business and/or remaining in the employ of the Company or a Subsidiary for a specified period of time. Performance Awards may be paid in cash, shares of Common Stock, or other consideration, or any combination thereof. If payable in shares of Common Stock, the consideration for the issuance of such shares may be the achievement of the performance objective established at the time of the grant of the Performance Award. Performance Awards may be payable in a single payment or in installments and may be payable at a specified date or dates or upon attaining the performance objective. The extent to which any applicable performance objective has been achieved shall be conclusively determined by the Committee.
6.8 Dividend Equivalent Rights. The Committee may grant a Dividend Equivalent Right to any Participant, either as a component of another Award or as a separate Award. The terms and conditions of the Dividend Equivalent Right shall be specified by the grant. Dividend equivalents credited to the holder of a Dividend Equivalent Right shall be paid only as the applicable Award vests or may be deemed to be reinvested in additional shares of Common Stock (which may thereafter accrue additional dividend equivalents), which shares of Common Stock shall be subject to the same vesting conditions as the Award to which they relate. Any such reinvestment shall be at the Fair Market Value at the time thereof. Dividend Equivalent Rights may be settled in cash or shares of Common Stock, or a combination thereof, in a single payment or in installments. A Dividend Equivalent Right granted as a component of another Award may provide that such Dividend Equivalent Right shall be settled upon exercise, settlement, or payment of, or lapse of restrictions on, such other Award, and that such Dividend Equivalent Right granted as a component of another Award may also contain terms and conditions different from such other Award; provided that (i) any Dividend Equivalent Rights with respect to such Award shall be withheld by the Company for the Participant’s account until such Award is vested, subject to such terms as determined by the Committee; and (ii) such Dividend Equivalent Rights so withheld by the Company and attributable to any particular Award shall be distributed to such Participant in cash or, at the discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of such Dividend Equivalent Rights, if applicable, upon vesting of the Award and if such Award is forfeited, the Participant shall have no right to such Dividend Equivalent Rights. No Dividend Equivalent Rights may be paid or granted with respect to any Stock Option or SAR.
6.9 Other Awards. The Committee may grant to any Participant other forms of Awards, based upon, payable in, or otherwise related to, in whole or in part, shares of Common Stock, if the Committee determines that such other form of Award is consistent with the purpose and restrictions of this Plan. The terms and conditions of such other form of Award shall be specified by the grant. Such Other Awards may be
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granted for no cash consideration, for such minimum consideration as may be required by Applicable Law, or for such other consideration as may be specified by the grant.
6.10 Performance Goals. Awards (whether relating to cash or shares of Common Stock) under the Plan may be made subject to the attainment of Performance Goals relating to one or more business criteria which may consist of one or more or any combination of the following criteria: operating income; net income; cash flow; cost; revenues, revenue growth, revenue ratios; sales; ratio of debt to debt plus equity; net borrowing, credit quality or debt ratings; profit before tax; economic profit; earnings before interest and taxes; earnings before interest, taxes, depreciation and amortization or other measures of cash flow; gross margin; operating margins; earnings per share (whether on a pre-tax, after-tax, operational or other basis); operating earnings; capital expenditures; aggregate product price and other product measures; expenses or cost levels; economic value added; ratio of operating earnings to capital spending or any other operating ratios; free cash flow; operating profit; net profit; net sales or changes in net sales; net earnings; growth in operating earnings or growth in earnings per share; value of assets; net asset value per share; the accomplishment of mergers, acquisitions, dispositions, public offerings or similar extraordinary business transactions; sales growth; price of the Company’s Common Stock, stockholder value, or total market value; return on net assets, return on invested capital or other return measures, including return or net return on working assets, equity, capital, or net sales; market share or market penetration with respect to specific designated products or product groups and/or specific geographic areas; inventory and/or receivables control, inventory levels, inventory turn or shrinkage; total return to stockholders, stockholders return based on growth measures or the attainment by the shares of a specified value for a specified period of time, share price or share price appreciation; reduction of losses, loss ratios or expense ratios; reduction in fixed assets; operating cost management; management of capital structure; debt reduction; productivity improvements; satisfaction of specified business expansion goals or goals relating to acquisitions or divestitures; customer satisfaction based on specified objective goals or a Company-sponsored customer survey; customer growth; employee diversity goals; employee turnover; specified objective social goals; safety record; or store sales or productivity or any other criteria determined by the Committee (“Performance Criteria”). Any Performance Criteria may be used to measure the performance of the Company as a whole or any business unit of the Company and may be measured relative to a peer group or index. Any Performance Criteria may include or exclude (i) events that are of an unusual nature or indicate infrequency of occurrence, (ii) gains or losses on the disposition of a business, (iii) changes in tax or accounting regulations or laws, (iv) the effect of a merger or acquisition, as identified in the Company’s quarterly and annual earnings releases, or (v) other similar occurrences. In all other respects, Performance Criteria shall be calculated in accordance with the Company’s financial statements, under generally accepted accounting principles, or under a methodology established by the Committee prior to the issuance of an Award which is consistently applied and identified in the audited financial statements, including footnotes, or the Compensation Discussion and Analysis section of the Company’s annual report.
6.11 Tandem Awards. The Committee may grant two or more Incentives in one Award in the form of a “Tandem Award,” so that the right of the Participant to exercise one Incentive shall be canceled if, and to the extent, the other Incentive is exercised. For example, if a Stock Option and a SAR are issued in a Tandem Award, and the Participant exercises the SAR with respect to 100 shares of Common Stock, the right of the Participant to exercise the related Stock Option shall be canceled to the extent of 100 shares of Common Stock.
6.12 No Repricing of Stock Options or SARs. The Committee may not, without the approval of the Company’s stockholders, “reprice” any Stock Option or SAR. For purposes of this Section 6.12, “reprice” means any of the following or any other action that has the same effect: (i) amending a Stock Option or SAR to reduce its exercise price or base price, (ii) canceling a Stock Option or SAR at a time when its exercise price or base price exceeds the Fair Market Value of a share of Common Stock in exchange for cash or a Stock Option, SAR, award of Restricted Stock or other equity award with an exercise price or base price less than the exercise price or base price of the original Stock Option or SAR, or (iii) taking any other action that is treated as a repricing under generally accepted accounting principles, provided that nothing in this Section
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6.12 shall prevent the Committee from making adjustments pursuant to Article 11, from exchanging or cancelling Incentives pursuant to Article 12, or substituting Incentives in accordance with Article 14.
6.13 Recoupment for Restatements. Notwithstanding any other language in this Plan to the contrary, the Company may recoup all or any portion of any shares or cash paid to a Participant in connection with an Award, in the event of a restatement of the Company’s financial statements as set forth in the Company’s clawback policy, if any, approved by the Company’s Board from time to time.
ARTICLE 7
OUTSIDE DIRECTOR ANNUAL GRANTS
7.1 Annual Grants. Subject to the terms and conditions of this Plan, each Outside Director of the Company who does not elect to decline to participate in the Plan, shall be eligible to receive grants of Restricted Stock Units as follows: (a) on the date of each Annual Stockholders Meeting, each Outside Director (including an individual who first becomes an Outside Director at such Annual Stockholders Meeting) shall be eligible to receive a grant of Restricted Stock Units, in such amount as determined by the Board, in its sole discretion, provided that such grant shall not exceed more than the number of shares of Common Stock having an aggregate Fair Market Value of $130,000 (rounded down to the closest whole number) on the Date of Grant, so long as such Outside Director has not suffered a Termination of Service as an Outside Director prior to such date; and (b) each individual who first becomes an Outside Director (other than at any Annual Stockholders Meeting), shall automatically be granted as of the effective date of appointment as an Outside Director a pro-rated number of Restricted Stock Units that would have been granted to such individual if he or she had been elected as an Outside Director during the immediately preceding Annual Stockholders Meeting; the number of Restricted Stock Units shall be pro-rated based on the number of days between the date such individual first became an Outside Director and the date that is one year from the immediately preceding Annual Stockholders Meeting, over 365. Notwithstanding the foregoing, in the case of any grant of Restricted Stock Units made pursuant to this Section 7.1, such grant shall only be made if the number of shares subject to grant under this Section 7.1 is sufficient to make the grants required to be made pursuant to this Section 7.1 on such Date of Grant.
7.2 Vesting and Forfeiture. Subject to certain restrictions and conditions set forth in this Plan, any Restricted Stock Units granted pursuant to this Article 7 shall become one hundred percent (100%) vested and convertible into shares of Common Stock (i) for grants made on the date of an Annual Stockholders Meeting, on the earlier of the first anniversary of the Date of Grant or the first Annual Stockholders Meeting following the Date of Grant that is held at least 50 weeks following the Date of Grant, provided the Outside Director is providing services to the Company or a Subsidiary on such date; and (ii) for grants made to an individual first being appointed an Outside Director other than on the date of an Annual Stockholders Meeting, one year from the Date of Grant. Notwithstanding the foregoing, in the event of an Outside Director’s Termination of Service due to his or her death, all unvested Restricted Stock Units shall immediately become one hundred percent (100%) vested and convertible into shares of Common Stock. On the date such Restricted Stock Units become vested or as soon as practicable thereafter, the Company shall deliver to the Outside Director the number of shares of Common Stock equal to the number of vested Restricted Stock Units. Except as otherwise provided herein, each Outside Director’s Restricted Stock Units granted pursuant to this Article 7 shall terminate and be forfeited on the date of his or her Termination of Service for any reason other than death, to the extent such Restricted Stock Units are unvested on the date of his or her Termination of Service.
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ARTICLE 8
AWARD PERIOD; VESTING
8.1 Award Period. Subject to the other provisions of this Plan, the Committee may, in its discretion, provide that an Incentive may not be exercised in whole or in part for any period or periods of time or beyond any date specified in the Award Agreement. Except as provided in the Award Agreement, an Incentive may be exercised in whole or in part at any time during its term. The Award Period for an Incentive shall be reduced or terminated upon Termination of Service. No Incentive granted under the Plan may be exercised at any time after the end of its Award Period. No portion of any Incentive may be exercised after the expiration of ten years from its Date of Grant. However, if an Employee owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than ten percent of the combined voting power of all classes of stock of the Company (or any parent or Subsidiary) and an Incentive Stock Option is granted to such Employee, the term of such Incentive Stock Option (to the extent required by the Code at the time of grant) shall be no more than five (5) years from the Date of Grant.
8.2 Vesting. The Committee, in its sole discretion, shall establish the vesting terms applicable to an Incentive, provided that any such vesting terms shall not be inconsistent with the terms of the Plan, including, without limitation, this Section 8.2. Except as otherwise provided by Section 7.2 or as otherwise provided herein, no Incentive (nor any portion of an Incentive, even on a pro rata basis) that would result in the issuance of Common Stock may vest earlier than one (1) year after the Date of Grant (other than substitute Incentives) other than in the event of the Participant’s death, Total and Permanent Disability or the occurrence of a Change in Control. Notwithstanding the foregoing, the Committee may, in its sole discretion, grant Awards with more favorable vesting provisions than set forth in this Section 8.2, or accelerate the vesting or waive the Restriction Period for Awards at any time, provided that the shares of Common Stock subject to such Awards shall be Exempt Shares.
ARTICLE 9
EXERCISE OR CONVERSION OF INCENTIVE
9.1 In General. A vested Incentive may be exercised or converted, during its Award Period, subject to limitations and restrictions set forth in the Award Agreement
9.2 Securities Law and Exchange Restrictions. In no event may an Incentive be exercised or shares of Common Stock be issued pursuant to an Award if a necessary listing or quotation of the shares of Common Stock on a stock exchange or inter-dealer quotation system or any registration under state or federal securities laws required under the circumstances has not been accomplished.
9.3 Exercise of Stock Option.
(a) In General. If a Stock Option is exercisable prior to the time it is vested, the Common Stock obtained on the exercise of the Stock Option shall be Restricted Stock which is subject to the applicable provisions of the Plan and the Award Agreement. If the Committee imposes conditions upon exercise, then subsequent to the Date of Grant, the Committee may, in its sole discretion, accelerate the date on which all or any portion of the Stock Option may be exercised. No Stock Option may be exercised for a fractional share of Common Stock. The granting of a Stock Option shall impose no obligation upon the Participant to exercise that Stock Option.
(b) Notice and Payment. Subject to such administrative regulations as the Committee may from time to time adopt, a Stock Option may be exercised by the delivery of notice (in writing, electronically, or telephonically) to the Committee (or such person or persons designated by the Committee) setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised (the “Exercise Notice”). The consideration due with respect to the exercise of a Stock Option shall be payable as provided in the applicable Award Agreement, which may
APPENDIX A
provide for payment in any one or more of the following ways: (a) cash or check, bank draft, or money order payable to the order of the Company and in U.S. dollars, (b) Common Stock (including Restricted Stock) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, (c) by delivery (including by FAX or electronic transmission) to the Company or its designated agent of an executed irrevocable option exercise form (or, to the extent permitted by the Company, exercise instructions, which may be communicated in writing, telephonically, or electronically) together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. In the event that shares of Restricted Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the Restricted Stock so tendered. If the Participant fails to deliver the consideration described in this Section 9.3(b) within three (3) business days of the date of the Exercise Notice, then the Exercise Notice shall be null and void and the Company will have no obligation to deliver any shares of Common Stock to the Participant in connection with such Exercise Notice.
(c) Issuance of Certificate. Except as otherwise provided in Section 6.4 hereof (with respect to shares of Restricted Stock) or in the applicable Award Agreement, upon payment of all amounts due from the Participant, the Company shall cause the Common Stock then being purchased to be registered in the Participant’s name (or the person exercising the Participant’s Stock Option in the event of his or her death), but shall not issue certificates for the Common Stock unless the Participant (or such other person) requests delivery of the certificates for the Common Stock, in writing in accordance with the procedures established by the Committee. The Company shall deliver certificates to the Participant (or the person exercising the Participant’s Stock Option in the event of his or her death) as soon as administratively practicable following the Company’s receipt of a written request from the Participant (or such other person) for delivery of the certificates. Notwithstanding the forgoing, if the Participant has exercised an Incentive Stock Option, the Company may at its option place a transfer restriction on any electronically registered shares (or if a physical certificate is issued to the Participant, retain physical possession of the certificate evidencing the shares acquired upon exercise) until the expiration of the holding periods described in Section 422(a)(1) of the Code. Any obligation of the Company to deliver shares of Common Stock shall, however, be subject to the condition that, if at any time the Committee shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Committee.
(d) Failure to Pay. Except as may otherwise be provided in an Award Agreement, if the Participant fails to pay for any of the Common Stock specified in such notice or fails to accept delivery thereof, that portion of the Participant’s Stock Option and right to purchase such Common Stock may be forfeited by the Participant, in the Committee’s sole discretion.
9.4 SARs. Subject to the conditions of this Section 9.4 and such administrative regulations as the Committee may from time to time adopt, a SAR may be exercised by the delivery (including by FAX) of an Exercise Notice to the Committee setting forth the number of shares of Common Stock with respect to which the SAR is to be exercised and the Exercise Date thereof. Subject to the terms of the Award Agreement and only if permissible under Section 409A of the Code and the regulations or other guidance issued thereunder (or, if not so permissible, at such time as permitted by Section 409A of the Code and the regulations or other
APPENDIX A
guidance issued thereunder), the Participant shall receive from the Company in exchange therefor in the discretion of the Committee, and subject to the terms of the Award Agreement:
(i) cash in an amount equal to the excess (if any) of the Fair Market Value (as of the Exercise Date, or if provided in the Award Agreement, conversion, of the SAR) per share of Common Stock over the SAR Price per share specified in such SAR, multiplied by the total number of shares of Common Stock of the SAR being surrendered;
(ii) that number of shares of Common Stock having an aggregate Fair Market Value (as of the Exercise Date, or if provided in the Award Agreement, conversion, of the SAR) equal to the amount of cash otherwise payable to the Participant, with a cash settlement to be made for any fractional share interests; or
(iii) the Company may settle such obligation in part with shares of Common Stock and in part with cash.
The distribution of any cash or Common Stock pursuant to the foregoing sentence shall be made at such time as set forth in the Award Agreement.
9.5 Disqualifying Disposition of Incentive Stock Option. If shares of Common Stock acquired upon exercise of an Incentive Stock Option are disposed of by a Participant prior to the expiration of either two (2) years from the Date of Grant of such Stock Option or one (1) year from the transfer of shares of Common Stock to the Participant pursuant to the exercise of such Stock Option, or in any other disqualifying disposition within the meaning of Section 422 of the Code, such Participant shall notify the Company in writing of the date and terms of such disposition. A disqualifying disposition by a Participant shall not affect the status of any other Stock Option granted under the Plan as an Incentive Stock Option within the meaning of Section 422 of the Code.
ARTICLE 10
AMENDMENT OR DISCONTINUANCE
Subject to the limitations set forth in this Article 10, the Board may at any time and from time to time, without the consent of the Participants, alter, amend, revise, suspend, or discontinue the Plan in whole or in part; provided, however, that no amendment for which stockholder approval is required either (i) by any securities exchange or inter-dealer quotation system on which the Common Stock is listed or traded or (ii) in order for the Plan and Incentives awarded under the Plan to continue to comply with Sections 421 and 422 of the Code, including any successors to such Sections, or other Applicable Law, shall be effective unless such amendment shall be approved by the requisite vote of the stockholders of the Company entitled to vote thereon. Notwithstanding the foregoing, no amendment to the Plan that increases the benefits accrued to Participants, increases the maximum number of shares of Common Stock which may be issued under the Plan, reprices any Stock Options or modifies the requirements for participation in the Plan shall be effective unless such amendment shall be approved by the stockholders of the Company entitled to vote thereon in the manner set forth in the Company’s articles of incorporation and bylaws. Any amendments made pursuant to this Article 10 shall, to the extent deemed necessary or advisable by the Committee, be applicable to any outstanding Incentives theretofore granted under the Plan, notwithstanding any contrary provisions contained in any Award Agreement. In the event of any such amendment to the Plan, the holder of any Incentive outstanding under the Plan shall, upon request of the Committee and as a condition to the exercisability thereof, execute a conforming amendment in the form prescribed by the Committee to any Award Agreement relating thereto. Notwithstanding anything contained in this Plan to the contrary, unless required by law, no action contemplated or permitted by this Article 10 shall adversely affect any rights of Participants or obligations of the Company to Participants with respect to any Incentive theretofore granted under the Plan without the consent of the affected Participant. For purposes of clarity, any amendment to an
APPENDIX A
existing Award resulting in a less favorable tax consequence to a Participant under the Award shall not be considered to adversely affect the rights of the Participant.
ARTICLE 11
TERM
The Plan shall be effective as of the Effective Date and, unless sooner terminated by action of the Board, the Plan will terminate on the tenth anniversary of the Effective Date, but Incentives granted before that date will continue to be effective in accordance with their terms and conditions.
ARTICLE 12
CAPITAL ADJUSTMENTS
In the event that any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization, stock split, reverse stock split, rights offering, reorganization, merger, consolidation, split-up, spin-off, split-off, combination, subdivision, repurchase, or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transaction or event affects the fair value of an Award, then the Committee shall adjust any or all of the following so that the fair value of the Award immediately after the transaction or event is equal to the fair value of the Award immediately prior to the transaction or event (i) the number of shares and type of Common Stock (or the securities or property) which thereafter may be made the subject of Awards, (ii) the number of shares and type of Common Stock (or other securities or property) subject to outstanding Awards, (iii) the Option Price of each outstanding Award, (iv) the amount, if any, the Company pays for forfeited shares of Common Stock in accordance with Section 6.4, and (v) the number of or SAR Price of shares of Common Stock then subject to outstanding SARs previously granted and unexercised under the Plan to the end that the same proportion of the Company’s issued and outstanding shares of Common Stock in each instance shall remain subject to exercise at the same aggregate SAR Price; provided however, that the number of shares of Common Stock (or other securities or property) subject to any Award shall always be a whole number. Notwithstanding the foregoing, no such adjustment shall be made or authorized to the extent that such adjustment would cause the Plan or any Stock Option to violate Section 422 of the Code or Section 409A of the Code. Such adjustments shall be made in accordance with the rules of any securities exchange, stock market, or stock quotation system to which the Company is subject.
The computation of any adjustment under this Article 12 shall be conclusive and shall be binding upon each affected Participant to the extent required by Applicable Law, upon the occurrence of any such adjustment, the Company shall provide notice to each affected Participant of its computation of such adjustment.
ARTICLE 13
RECAPITALIZATION, MERGER AND CONSOLIDATION
13.1 No Effect on Company’s Authority. The existence of this Plan and Incentives granted hereunder shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Company’s capital structure and its business, or any Change in Control, or any merger or consolidation of the Company, or any issuance of bonds, debentures, preferred or preference stocks ranking prior to or otherwise affecting the Common Stock or the rights thereof (or any rights, options, or warrants to purchase same), or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.
APPENDIX A
13.2 Conversion of Incentives Where Company Survives. Subject to any required action by the stockholders and except as otherwise provided by Section 13.4 hereof or as may be required to comply with Section 409A of the Code and the regulations or other guidance issued thereunder, if the Company shall be the surviving or resulting corporation in any merger, consolidation or share exchange, any Incentive granted hereunder shall pertain to and apply to the securities or rights (including cash, property, or assets) to which a holder of the number of shares of Common Stock subject to the Incentive would have been entitled; and in such event, such Incentive shall remain subject to the same restrictions and/or other vesting requirements as existed prior to such merger, consolidation or share exchange.
13.3 Exchange or Cancellation of Incentives Where Company Does Not Survive. Except as otherwise provided by Section 13.4hereof or as may be required to comply with Section 409A of the Code and the regulations or other guidance issued thereunder, in the event the acquiror or the surviving or resulting corporation does not agree to assume the Incentives or in the event of any merger, consolidation or share exchange pursuant to which the Company is not the surviving or resulting corporation, there shall be substituted for each share of Common Stock subject to the unexercised portions of outstanding Incentives, that number of shares of each class of stock or other securities or that amount of cash, property, or assets of the surviving, resulting or consolidated company which were distributed or distributable to the stockholders of the Company in respect to each share of Common Stock held by them, such outstanding Incentives to be thereafter exercisable for such stock, securities, cash, or property in accordance with their terms.
13.4 Cancellation of Incentives. Notwithstanding the provisions of Sections 13.2 and 13.3 hereof, and except as may be required to comply with Section 409A of the Code and the regulations or other guidance issued thereunder, in the event the acquirer or the surviving or resulting corporation does not agree to assume the Incentives, all Incentives granted hereunder may be canceled by the Company, in its sole discretion, as of the effective date of any Change in Control, merger, consolidation or share exchange, or any issuance of bonds, debentures, preferred or preference stocks ranking prior to or otherwise affecting the Common Stock or the rights thereof (or any rights, options, or warrants to purchase same), or of any proposed sale of all or substantially all of the assets of the Company, or of any dissolution or liquidation of the Company, by either:
(a) giving notice to each holder thereof or his personal representative of its intention to cancel those Incentives for which the issuance of shares of Common Stock involved payment by the Participant for such shares, and permitting the purchase during the thirty (30) day period next preceding such effective date of any or all of the shares of Common Stock subject to such outstanding Incentives, including in the Committee’s discretion some or all of the shares as to which such Incentives would not otherwise be vested and exercisable; or
(b) in the case of Incentives that are either (i) settled only in shares of Common Stock, or (ii) at the election of the Participant, settled in shares of Common Stock, paying the holder thereof an amount equal to a reasonable estimate of the difference between the net amount per share payable in such transaction or as a result of such transaction, and the price per share of such Incentive to be paid by the Participant (hereinafter the “Spread”), multiplied by the number of shares subject to the Incentive. In cases where the shares constitute, or would after exercise, constitute Restricted Stock, the Company, in its discretion, may include some or all of those shares in the calculation of the amount payable hereunder. In estimating the Spread, appropriate adjustments to give effect to the existence of the Incentives shall be made, such as deeming the Incentives to have been exercised, with the Company receiving the exercise price payable thereunder, and treating the shares receivable upon exercise of the Incentives as being outstanding in determining the net amount per share. In cases where the proposed transaction consists of the acquisition of assets of the Company, the net amount per share shall be calculated on the basis of the net amount receivable with respect to shares of Common Stock upon a distribution and liquidation by the Company after giving effect to expenses and charges, including but not limited to taxes, payable by the Company before such liquidation could be completed.
APPENDIX A
An Award that by its terms would be fully vested or exercisable upon a Change in Control will be considered vested or exercisable for purposes of Section 13.4(a)hereof. Notwithstanding the foregoing, with respect to Performance Awards, the Committee only may approve the acceleration of vesting and/or cash-out if (i) the amount payable or vested is linked to the achievement of the Performance Goals for such Performance Award as of the date of the Change in Control and/or (ii) the amount to be paid or vested under the Performance Award on the Change in Control is prorated based on the time elapsed in the applicable performance period between the Performance Award’s Date of Grant and the Change in Control.
ARTICLE 14
LIQUIDATION OR DISSOLUTION
Subject to Section 13.4 hereof, in case the Company shall, at any time while any Incentive under this Plan shall be in force and remain unexpired, (i) sell all or substantially all of its property, or (ii) dissolve, liquidate, or wind up its affairs, then each Participant shall be entitled to receive, in lieu of each share of Common Stock of the Company which such Participant would have been entitled to receive under the Incentive, the same kind and amount of any securities or assets as may be issuable, distributable, or payable upon any such sale, dissolution, liquidation, or winding up with respect to each share of Common Stock of the Company. If the Company shall, at any time prior to the expiration of any Incentive, make any partial distribution of its assets, in the nature of a partial liquidation, whether payable in cash or in kind (but excluding the distribution of a cash dividend payable out of earned surplus and designated as such) and an adjustment is determined by the Committee to be appropriate to prevent the dilution of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, make such adjustment in accordance with the provisions of Article 12 hereof.
ARTICLE 15
INCENTIVES IN SUBSTITUTION FOR
INCENTIVES GRANTED BY OTHER ENTITIES
Incentives may be granted under the Plan from time to time in substitution for similar instruments held by employees, independent contractors or directors of a corporation, partnership, or limited liability company who become or are about to become Employees, Contractors or Outside Directors of the Company or any Subsidiary as a result of a merger or consolidation of the employing corporation with the Company, the acquisition by the Company of equity of the employing entity, or any other similar transaction pursuant to which the Company becomes the successor employer. The terms and conditions of the substitute Incentives so granted may vary from the terms and conditions set forth in this Plan to such extent as the Committee at the time of grant may deem appropriate to conform, in whole or in part, to the provisions of the incentives in substitution for which they are granted.
ARTICLE 16
MISCELLANEOUS PROVISIONS
16.1 Investment Intent. The Company may require that there be presented to and filed with it by any Participant under the Plan, such evidence as it may deem necessary to establish that the Incentives granted or the shares of Common Stock to be purchased or transferred are being acquired for investment and not with a view to their distribution.
16.2 No Right to Continued Employment. Neither the Plan nor any Incentive granted under the Plan shall confer upon any Participant any right with respect to continuance of employment by the Company or any Subsidiary.
APPENDIX A
16.3 Indemnification of Board and Committee. No member of the Board or the Committee, nor any officer or Employee of the Company acting on behalf of the Board or the Committee, shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect to the Plan, and all members of the Board and the Committee, each officer of the Company, and each Employee of the Company acting on behalf of the Board or the Committee shall, to the extent permitted by law, be fully indemnified and protected by the Company in respect of any such action, determination, or interpretation to the fullest extent provided by law. Except to the extent required by any unwaiveable requirement under Applicable Law, no member of the Board or the Committee (and no Subsidiary of the Company) shall have any duties or liabilities, including without limitation any fiduciary duties, to any Participant (or any Person claiming by and through any Participant) as a result of this Plan, any Award Agreement or any Claim arising hereunder and, to the fullest extent permitted under Applicable Law, each Participant (as consideration for receiving and accepting an Award Agreement) irrevocably waives and releases any right or opportunity such Participant might have to assert (or participate or cooperate in) any Claim against any member of the Board or the Committee and any Subsidiary of the Company arising out of this Plan.
16.4 Effect of the Plan. Neither the adoption of this Plan nor any action of the Board or the Committee shall be deemed to give any person any right to be granted an Award or any other rights except as may be evidenced by an Award Agreement, or any amendment thereto, duly authorized by the Committee and executed on behalf of the Company, and then only to the extent and upon the terms and conditions expressly set forth therein.
16.5 Compliance with Other Laws and Regulations. Notwithstanding anything contained herein to the contrary, the Company shall not be required to sell or issue shares of Common Stock under any Incentive if the issuance thereof would constitute a violation by the Participant or the Company of any provisions of any law or regulation of any governmental authority or any national securities exchange or inter-dealer quotation system or other forum in which shares of Common Stock are quoted or traded (including without limitation Section 16 of the Exchange Act); and, as a condition of any sale or issuance of shares of Common Stock under an Incentive, the Committee may require such agreements or undertakings, if any, as the Committee may deem necessary or advisable to assure compliance with any such law or regulation. The Plan, the grant and exercise of Incentives hereunder, and the obligation of the Company to sell and deliver shares of Common Stock, shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any government or regulatory agency as may be required.
16.6 Foreign Participation. To assure the viability of Awards granted to Participants employed in foreign countries, the Committee may provide for such special terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Committee may approve such supplements to, or amendments, restatements or alternative versions of, this Plan as it determines is necessary or appropriate for such purposes. Any such amendment, restatement or alternative versions that the Committee approves for purposes of using this Plan in a foreign country will not affect the terms of this Plan for any other country.
16.7 Tax Requirements. The Company or, if applicable, any Subsidiary (for purposes of this Section 16.7, the term “Company” shall be deemed to include any applicable Subsidiary), shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, any Federal, state, local, or other taxes required by law to be withheld in connection with an Award granted under this Plan. The Company may, in its sole discretion, also require the Participant receiving shares of Common Stock issued under the Plan to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant’s income arising with respect to the Award. Such payments shall be required to be made when requested by the Company and may be required to be made prior to the delivery of any certificate representing shares of Common Stock. Such payment may be made (i) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding obligations of the Company; (ii) if the Company, in its sole discretion, so consents in writing, the actual delivery by the exercising Participant to the Company of shares of Common Stock, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of
APPENDIX A
fractional shares under (iii) below) the required tax withholding payment; (iii) if the Company, in its sole discretion, so consents in writing, the Company’s withholding of a number of shares to be delivered upon the exercise of the Stock Option, which shares so withheld have an aggregate Fair Market Value that equals or exceeds the required tax withholding payment; or (iv) any combination of (i), (ii), or (iii). To the extent the number of shares delivered in accordance with Section 16.7(i) or (ii)or withheld in accordance with Section 16.7(iii) exceeds the required tax withholding due, the Company shall make a cash payment to the Participant equal to the excess amount as soon as administratively practicable thereafter. The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant. The Committee may in the Award Agreement impose any additional tax, social insurance, fringe benefit, payment on account requirements or provisions that the Committee deems necessary or desirable.
16.8 Assignability. Incentive Stock Options may not be transferred, assigned, pledged, hypothecated or otherwise conveyed or encumbered other than by will or the laws of descent and distribution and may be exercised during the lifetime of the Participant only by the Participant or the Participant’s legally authorized representative, and each Award Agreement in respect of an Incentive Stock Option shall so provide. The designation by a Participant of a beneficiary will not constitute a transfer of the Stock Option. The Committee may waive or modify any limitation contained in the preceding sentences of this Section 16.8 that is not required for compliance with Section 422 of the Code.
Except as otherwise provided herein, Awards may not be transferred, assigned, pledged, hypothecated or otherwise conveyed or encumbered other than by will or the laws of descent and distribution or in accordance with the terms of a qualified domestic relations order. Notwithstanding the foregoing, the Committee may, in its discretion, authorize all or a portion of a Nonqualified Stock Option or SAR to be granted to a Participant on terms which permit transfer by such Participant to (i) the spouse (or former spouse), children or grandchildren of the Participant (“Immediate Family Members”), (ii) a trust or trusts for the exclusive benefit of such Immediate Family Members, (iii) a partnership in which the only partners are (1) such Immediate Family Members and/or (2) entities which are controlled by the Participant and/or Immediate Family Members, (iv) an entity exempt from federal income tax pursuant to Section 501(c)(3) of the Code or any successor provision, or (v) a split interest trust or pooled income fund described in Section 2522(c)(2) of the Code or any successor provision, provided that (x) there shall be no consideration for any such transfer, (y) the Award Agreement pursuant to which such Nonqualified Stock Option or SAR is granted must be approved by the Committee and must expressly provide for transferability in a manner consistent with this Section, and (z) subsequent transfers of transferred Nonqualified Stock Options or SARs shall be prohibited except those by will or the laws of descent and distribution.
Following any transfer, any such Nonqualified Stock Option and SAR shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, provided that for purposes of Articles 9, 10, 12, 14 and 16hereof the term “Participant” shall be deemed to include the transferee. The events of Termination of Service shall continue to be applied with respect to the original Participant, following which the Nonqualified Stock Options and SARs shall be exercisable or convertible by the transferee only to the extent and for the periods specified in the Award Agreement. The Committee and the Company shall have no obligation to inform any transferee of a Nonqualified Stock Option or SAR of any expiration, termination, lapse or acceleration of such Stock Option or SAR. The Company shall have no obligation to register with any federal or state securities commission or agency any Common Stock issuable or issued under a Nonqualified Stock Option or SAR that has been transferred by a Participant under this Section 16.8.
16.9 Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Incentives granted under this Plan shall constitute general funds of the Company.
APPENDIX A
16.10 Legend. Each certificate representing shares of Restricted Stock issued to a Participant shall bear the following legend, or a similar legend deemed by the Company to constitute an appropriate notice of the provisions hereof (any such certificate not having such legend shall be surrendered upon demand by the Company and so endorsed):
On the face of the certificate:
“Transfer of this stock is restricted in accordance with conditions printed on the reverse of this certificate.”
On the reverse:
“The shares of stock evidenced by this certificate are subject to and transferable only in accordance with that certain Fossil Group, Inc. 2024 Long-Term Incentive Plan, a copy of which is on file at the principal office of the Company in Richardson, Texas. No transfer or pledge of the shares evidenced hereby may be made except in accordance with and subject to the provisions of said Plan. By acceptance of this certificate, any holder, transferee or pledgee hereof agrees to be bound by all of the provisions of said Plan.”
The following legend shall be inserted on a certificate evidencing Common Stock issued under the Plan if the shares were not issued in a transaction registered under the applicable federal and state securities laws:
“Shares of stock represented by this certificate have been acquired by the holder for investment and not for resale, transfer or distribution, have been issued pursuant to exemptions from the registration requirements of applicable state and federal securities laws, and may not be offered for sale, sold or transferred other than pursuant to effective registration under such laws, or in transactions otherwise in compliance with such laws, and upon evidence satisfactory to the Company of compliance with such laws, as to which the Company may rely upon an opinion of counsel satisfactory to the Company.”
16.11 Governing Law. The Plan shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware (excluding any conflict of laws, rule or principle of Delaware law that might refer the governance, construction, or interpretation of this Plan to the laws of another state). A Participant’s sole remedy for any Claim shall be against the Company, and no Participant shall have any claim or right of any nature against any Subsidiary of the Company or any stockholder or existing or former director, officer or Employee of the Company or any Subsidiary of the Company. Each Award Agreement shall require the Participant to release and covenant not to sue any Person other than the Company over any Claims. The individuals and entities described above in this Section 16.11(other than the Company) shall be third-party beneficiaries of this Plan for purposes of enforcing the terms of this Section 16.11.
A copy of this Plan shall be kept on file in the principal office of the Company in Richardson, Texas.
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APPENDIX A
IN WITNESS WHEREOF, the Company has caused this instrument to be executed as of April 29, 2024, by its Interim Chief Executive Officer pursuant to prior action taken by the Board.
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FOSSIL GROUP, INC. |
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By: |
/s/ Jeffrey N. Boyer |
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Name: |
Jeffrey N. Boyer |
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Title: |
Interim Chief Executive Officer |
Appendix B
FIRST AMENDMENT
TO THE
FOSSIL GROUP, INC.
2024 LONG-TERM INCENTIVE PLAN
This FIRST AMENDMENT TO THE FOSSIL GROUP, INC. 2024 LONG-TERM INCENTIVE PLAN (this “Amendment”), dated as of May 6, 2026, is made and entered into by Fossil Group, Inc., a Delaware corporation (the “Company”), subject to approval by the Company’s stockholders. Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Fossil Group, Inc. 2024 Long-Term Incentive Plan (the “Plan”).
RECITALS
WHEREAS, Article 10 of the Plan provides that the Board of Directors of the Company (the “Board”) may amend the Plan at any time and from time to time;
WHEREAS, the Board desires to amend the Plan to increase the number of shares of Common Stock that may be delivered pursuant to Awards under the Plan by an additional seven million (7,000,000) shares; and
WHEREAS, as of the date hereof, the Board resolved that this Amendment be adopted and that the Plan be amended to increase the number of shares that may be delivered pursuant to Awards under the Plan.
NOW, THEREFORE, in accordance with Article 10 of the Plan, the Company hereby amends the Plan, effective as of the date hereof, as follows:
1. Section 5.1 of the Plan is hereby amended by deleting said section in its entirety and substituting in lieu thereof the following new Section 5.1:
5.1 Number Available for Awards. Subject to adjustment as provided in Articles 11 and 12 and subject to increase by any Prior Plan Awards eligible for reuse pursuant to Section 5.2, the maximum number of shares of Common Stock that may be delivered pursuant to Awards granted under the Plan is an aggregate of 14,000,000 shares, 100% of which may be delivered pursuant to Incentive Stock Options. Shares to be issued may be made available from authorized but unissued Common Stock, Common Stock held by the Company in its treasury, or Common Stock purchased by the Company on the open market or otherwise. During the term of this Plan, the Company will at all times reserve and keep available the number of shares of Common Stock that shall be sufficient to satisfy the requirements of this Plan.
2. Except as expressly amended by this Amendment, the Plan shall continue in full force and effect in accordance with the provisions thereof.
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APPENDIX B
IN WITNESS WHEREOF, the Company has caused this Amendment to be duly executed as of the date first written above.
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FOSSIL GROUP, INC. |
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By: |
/s/ Franco Fogliato |
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Name: |
Franco Fogliato |
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Title: |
Chief Executive Officer |
Fossil Group, Inc.PROXY VOTING INSTRUCTIONS Please have your 11-digit control number ready when voting by Internet or Telephone.Vote Your Proxy on the Internet: Go to https://AALvote.com/FOSL Have your proxy card available when you access the above website. Follow the prompts to vote your shares.Vote Your Proxy by Phone: Call 1-866-804-9616 Use any touch-tone telephone to vote your proxy. Have your proxy card available when you call. Follow the voting instructions to vote your shares.Vote Your Proxy by Mail: Mark, sign, and date your proxy card, then detach it, and return it in the postage-paid envelope provided.Mr AB Sample Sample Street Sample Town Sampleshire, XXX XXX As a stockholder of Fossil Group, Inc., you have the option of voting your shares electronically through the Internet or by telephone, eliminating the need to return the proxy card. Your electronic or telephonic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated, and returned the proxy card. Votes submitted electronically over the Internet or by telephone must be received by 11:59 PM, EST, on October 1, 2026.▲ PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. ▲
Fossil Group, Inc.ANNUAL MEETING OF STOCKHOLDERS October 2, 2026, at 9:00 A.M., CT THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF FOSSIL GROUP, INC. The stockholder(s) hereby appoint(s) Randy S. Hyne and Heather Foster, or any of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of Fossil Group, Inc. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 9:00 a.m. CT on October 2, 2026, and any adjournment or postponement thereof. The Annual Meeting of Stockholders will be held virtually. In order to attend the meeting, you must register at https://web.viewproxy.com/fossil/2026 by 11:59 pm ET on October 1, 2026. On the day of the Annual Meeting of Stockholders, if you have properly registered, you may enter the meeting by clicking on the link provided and entering the password you received via email in your registration confirmations. For further instructions on how to attend and vote at the Annual Meeting of Stockholders, please see “How can I attend the Annual Meeting?” in the Questions and Answers about the Annual Meeting section of the Proxy Statement.This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations.NOTE: Please sign exactly as name(s) appear(s) hereon. When signing as attorney, executor, administrator or other fiduciary, please give full title as such. Joint owners should each sign personally. If a corporation, limited liability company or partnership, please sign in full corporate, limited liability company, or partnership name by authorized officer or person.Mr AB Sample Sample Street Sample Town Sampleshire, XXX XXX CONTROL NUMBER Address change: (If you noted any Address Changes above, please mark box.) o Signature Date Signature (Joint Owners)
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on October 2, 2026: The Proxy Statement and Annual report are available at: https://web.viewproxy.com/fossil/2026 ▲ PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. ▲ When properly executed, your proxy card/voting instruction form will be voted in the manner you direct. If you do not specify your choices, your shares will be voted FOR all the nominees listed in Item 1, FOR Items 2, 3 and 4.Your Board of Directors recommends a vote FOR all the nominees listed in Item 1.Please mark your votes like this 1. ELECTIONS OF DIRECTORS: FOR AGAINST ABSTAIN (1) Susie Coulter o o o (2) Sebastian J. DiGrande o o o (3) Pamela J. Edwards o o o (4) Franco Fogliato o o o (5) Chandhu Nair o o o (6) Marc Rey o o o (7) Wendy L. Schoppert o o o our Board of Directors recommends a vote FOR Items 2, 3 and 4. 2. Proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers. FOR o AGAINST o ABSTAIN o 3. Proposal to approve the First Amendment to the Fossil Group, Inc. 2024 Long-Term Incentive Plan. FOR o AGAINST o ABSTAIN o 4. Proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 2, 2027. FOR o AGAINST o ABSTAIN o