PAY VERSUS PERFORMANCE
Fiscal |
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Summary |
Compensation |
Summary |
Compensation |
Summary |
Compensation |
Average |
Average |
FOSL |
Net |
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(a) |
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(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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$ |
2,729,504 |
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$ |
5,397,404 |
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$ |
1,664,767 |
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$ |
1,906,600 |
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$ |
88.63 |
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$ |
(77.8 |
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2024 |
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$ |
1,161,703 |
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$ |
1,161,703 |
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$ |
1,359,664 |
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$ |
1,444,996 |
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$ |
4,572,040 |
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$ |
5,614,540 |
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$ |
1,016,294 |
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$ |
985,701 |
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$ |
43.85 |
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$ |
(106.3 |
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2023 |
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$ |
1,450,942 |
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$ |
1,450,942 |
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$ |
— |
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$ |
— |
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$ |
— |
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$ |
— |
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$ |
1,250,581 |
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$ |
712,032 |
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$ |
33.87 |
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$ |
(156.7 |
) |
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Columns (b) and (c). Mr. Kartsotis has not been granted stock or option awards in any of the relevant fiscal years. Therefore, no adjustments to total compensation, as reported in the Summary Compensation Table (“SCT”), are required with respect to Mr. Kartsotis. In March 2024, Mr. Kartsotis left the Company.
Columns (d) and (e). Mr. Boyer served as Interim Chief Executive Officer from March 13, 2024 until September 18, 2024.
Columns (f) and (g). Mr. Fogliato joined the Company in September 2024.
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.
The amounts shown in columns (c), (e), (g) and (i) do not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable years. For information regarding the decisions made by our Compensation and Talent Management Committee in regard to the NEOs’ compensation for each fiscal year, please see the Executive Compensation section of this Proxy Statement for fiscal year 2025 and the Executive Compensation section of the proxy statement for each of fiscal years 2024 and 2023.
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 ($72,061) for the grant fair value of stock awards granted in 2024. Amounts added to (or subtracted from) the SCT total for 2024 also include: $166,716 for the fair value of stock awards that were granted in 2024 and remain outstanding at the end of the year; $41,461 for the change in fair value of stock awards that
were granted in prior years and are still outstanding at the end of 2024; and ($50,784) for the change in fair value of stock awards that were granted in prior years and vested during 2024.
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 ($174,600) and ($1,792,500) for the grant date fair value of stock awards granted in 2025 and 2024, respectively. Amounts added to (or subtracted from) the SCT total for 2025 and 2024, respectively, also include: $0 and $2,835,000 for the fair value of stock awards that were granted in the year and remain outstanding at the end of the year; $1,447,500 and $0 for the change in fair value of stock awards that were granted in prior years and are still outstanding at the end of each respective year; and $1,395,000 and $0 for the change in fair value of stock awards that were granted in prior years and vested during each respective year.
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:
Amounts subtracted from the average SCT total to calculate Average Compensation Actually Paid to the non-PEO NEOs for the years 2025, 2024 and 2023, respectively, include ($137,281), ($16,709) and ($327,913) for the average date of grant fair value of stock awards granted in the fiscal year. Amounts added to (or subtracted from) the Average SCT for the years 2025, 2024 and 2023, respectively, also include: $356,000, $16,864 and $121,983 for the average fair value of stock awards that were granted in the year and remain outstanding at the end of the year; $73,756, $12,435 and ($167,878) for the average change in fair value of stock awards that were granted in prior years and are still outstanding at the end of each respective year; ($24,994), ($29,837) and ($132,169) for the average change in fair value of stock awards that were granted in prior years and vested during each respective year; and ($25,648), ($13,347) and ($32,572) for the average fair value at the end of the prior fiscal year of any awards granted in prior years that failed to meet the vesting conditions during the fiscal 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.
Columns (b) and (c). Mr. Kartsotis has not been granted stock or option awards in any of the relevant fiscal years. Therefore, no adjustments to total compensation, as reported in the Summary Compensation Table (“SCT”), are required with respect to Mr. Kartsotis. In March 2024, Mr. Kartsotis left the Company.
Columns (d) and (e). Mr. Boyer served as Interim Chief Executive Officer from March 13, 2024 until September 18, 2024.
Columns (f) and (g). Mr. Fogliato joined the Company in September 2024.
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.
The amounts shown in columns (c), (e), (g) and (i) do not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable years. For information regarding the decisions made by our Compensation and Talent Management Committee in regard to the NEOs’ compensation for each fiscal year, please see the Executive Compensation section of this Proxy Statement for fiscal year 2025 and the Executive Compensation section of the proxy statement for each of fiscal years 2024 and 2023.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.
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 ($72,061) for the grant fair value of stock awards granted in 2024. Amounts added to (or subtracted from) the SCT total for 2024 also include: $166,716 for the fair value of stock awards that were granted in 2024 and remain outstanding at the end of the year; $41,461 for the change in fair value of stock awards that
were granted in prior years and are still outstanding at the end of 2024; and ($50,784) for the change in fair value of stock awards that were granted in prior years and vested during 2024.
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 ($174,600) and ($1,792,500) for the grant date fair value of stock awards granted in 2025 and 2024, respectively. Amounts added to (or subtracted from) the SCT total for 2025 and 2024, respectively, also include: $0 and $2,835,000 for the fair value of stock awards that were granted in the year and remain outstanding at the end of the year; $1,447,500 and $0 for the change in fair value of stock awards that were granted in prior years and are still outstanding at the end of each respective year; and $1,395,000 and $0 for the change in fair value of stock awards that were granted in prior years and vested during each respective year.
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:
Amounts subtracted from the average SCT total to calculate Average Compensation Actually Paid to the non-PEO NEOs for the years 2025, 2024 and 2023, respectively, include ($137,281), ($16,709) and ($327,913) for the average date of grant fair value of stock awards granted in the fiscal year. Amounts added to (or subtracted from) the Average SCT for the years 2025, 2024 and 2023, respectively, also include: $356,000, $16,864 and $121,983 for the average fair value of stock awards that were granted in the year and remain outstanding at the end of the year; $73,756, $12,435 and ($167,878) for the average change in fair value of stock awards that were granted in prior years and are still outstanding at the end of each respective year; ($24,994), ($29,837) and ($132,169) for the average change in fair value of stock awards that were granted in prior years and vested during each respective year; and ($25,648), ($13,347) and ($32,572) for the average fair value at the end of the prior fiscal year of any awards granted in prior years that failed to meet the vesting conditions during the fiscal year.
