Fossil Group, Inc.

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PAY VERSUS PERFORMANCE

Columns (b) and (c). Mr. Kartsotis did not receive any compensation from the Company in fiscal years 2021 and 2022.

Column (d). The following non-PEO NEOs are included in the average figures in Column (e):

2021: Messrs. Boyer, Belcher, Doshi, Hart and McKelvey

2022: Messrs. Boyer, Doshi, Hart and McKelvey

2023: Messrs. Boyer, Hart and McKelvey

The amounts shown in column (d) do not reflect the actual amount of compensation earned by or paid to our non-PEO NEOs during the applicable years. For information regarding the decisions made by our Compensation and Talent Management Committee in regard to the non-PEO NEOs’ compensation for each fiscal year, please see (i) the Executive Compensation section of this Proxy Statement for fiscal year 2023 and (ii) the Compensation Discussion and Analysis sections of the proxy statements reporting pay for fiscal years 2022 and 2021.

Column (e). Reflects the average “compensation actually paid” for our non-PEO NEOs in each of 2023, 2022 and 2021, as determined in accordance with SEC rules. Such amounts were computed by making the following adjustments to total compensation, as reported in the Summary Compensation Table (“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 2023, 2022 and 2021, respectively, include ($327,913), ($671,697), and ($826,930) 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 2023, 2022 and 2021, respectively, also include: $121,983, $226,683 and $634,156 for the average fair value of stock awards that were granted in the year and remain outstanding at the end of the year; ($167,878), $(617,951) and $235,153 for the average change in fair value of stock awards that were granted in prior years and still outstanding at the end of each respective year; ($132,169), $107,155 and $203,564 for the average change in fair value of stock awards that were granted in prior years and vested during each respective year.

Column (f). For the relevant fiscal year, represents the cumulative total shareholder return (“TSR”) of the Company for the measurement periods ending on December 31 of each of 2023, 2022 and 2021, respectively.

Column (g). Reflects “Net Income” in the Company’s Consolidated Income Statements included in the Company’s Annual Reports on Form 10-K for fiscal years 2023, 2022 and 2021.

NARRATIVE TO PAY VERSUS PERFORMANCE TABLE

This section should be read in conjunction with Executive Compensation beginning on page 24, which includes additional discussion of our objectives of 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 2021 and 2023 PSU awards and adjusted operating income for the 2022 PSU awards. The short-term incentive program’s performance metrics include net sales, adjusted operating income and strategic goals. The charts below show, for the past three years, the relationship of TSR and net income relative to our PEO’s “compensation actually paid” and the average of our non-PEO NEO’s “compensation actually paid”.