Fossil Group, Inc.

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officer, and principal accounting officer on its website atwww.fossilgroup.com.

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SELF-ASSESSMENT

The Board and its standing committees conduct a self-assessment of their effectiveness each year. In conducting these self-assessments, the Board and committees may use interviews of the members conducted by the Lead Director or Chairman of the Board or chair of the committees, written questionnaires or other assessment tools.

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PLEDGING OF COMPANY SECURITIES

The Company has an Insider Trading Policy that applies to all directors, officers and employees of the Company and its subsidiaries. Under this policy, directors and executive officers may not pledge, hypothecate, or otherwise encumber Company securities as collateral for indebtedness. This prohibition includes, but is not limited to, holding such securities in a margin account.

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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 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.

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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.

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REPORT OF THE AUDIT COMMITTEE

The Audit Committee is comprised of four 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 atwww.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

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on whether the Company maintained in all material respects, effective internal control over financial reporting.

Fiscal Year 2023 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 December 30, 2023 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 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 December 30, 2023.

AUDIT COMMITTEE

Mark R. Belgya, Chair

William B. Chiasson

Eugene I. Davis

Kim Harris Jones

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