DEF 14A of G III Apparel Group LTD /De/, May 5, 2026

DEF 14A of G III Apparel Group LTD /De/

Filed May 5, 2026 · FY20260001104659-26-055621

Open on EDGAR

  1. Our Director Nominees

    Our Director Nominees

  2. Our Director Nominees

    | | | | | The Board of Directors recommends that stockholders vote FOR Proposal No. 1 to elect eleven directors to serve on our Board of Directors for the ensuing year. Robert L. Johnson and Laura Pomerantz, both current directors, have decided not to stand for reelection at the Annual Meeting. |

  3. Our Director Nominees

    Our director nominees are listed below.

  4. Our Director Nominees

    | Name and Primary Occupation | | | Age | | | Director since | | Independent | | | Committee and Board Roles | | | | | | | | | | | | | | | | | | | | Audit | | Compensation | | | | Nominating & Corporate Governance | | | Morris Goldfarb Chairman & CEO, G-III | | 75 | | | 1974 | | | | | | | | | | | | | | | Sammy Aaron Vice Chairman and President, G-III | | 66 | | | 2005 | | | | | | | | | | | | | | | Thomas J. Brosig Owner and Chief Financial Officer, McMurphy Homes, LLC | | 76 | | | 1992 | | | | | | | | | | | ● | | | | Dr. Joyce F. Brown President, Fashion Institute of Technology | | 79 | | | 2023 | | | | | | | | | | | | | ● | | Jeffrey Goldfarb Executive Vice President, G-III | | 49 | | | 2009 | | | | | | | | | | | | | | | Victor Herrero Co-Chief Executive Officer, Viva Goods Company Limited | | 57 | | | 2019 | | | | | | | ● | | | | | | | | Patti H. Ongman Independent Retail Consultant and Former Chief Merchandising Officer - Macy’s | | 70 | | | 2022 | | | | | | | | | | | ● | | | | Michael Shaffer Retired Executive Vice President, Chief Operating and Financial Officer, PVH Corp. | | 63 | | | 2023 | | | | | | | | | | | | | | | Cheryl Vitali Retired Global President, L’Oreal’s American Luxury Brands | | 65 | | | 2011 | | | | | | | | | | | | | ● | | Richard White CEO, Aeolus Capital Group LLC | | 72 | | | 2003 | | | | | | | ● | | | | | | ● | | Andrew Yaeger Global Head of Strategic Equity Transactions Group, Jefferies Financial Group Inc. | | 48 | | | 2023 | | | | | | | ● | | | | | | | | Meetings in Fiscal 2026 | | | | | | | | | | 8 | | | | 3 | | | 1 | | | Committee Chair | ● Member | | | Audit Committee Financial Expert | | | | | Chairman of the Board | | | | | | Lead Independent Director | | | |

  5. Board of Directors

    Board of Directors The Board of Directors has determined that Thomas J. Brosig, Dr. Joyce F. Brown, Victor Herrero, Patti H. Ongman, Michael Shaffer, Cheryl Vitali, Richard White and Andrew Yaeger are independent directors. Robert L. Johnson and Laura Pomerantz, who are not standing for reelection, were also determined to be independent directors. Assuming all of the nominated persons are elected as directors at the Annual Meeting, the independent directors will constitute 73% of the Board of Directors. In making its determination regarding the independence of the directors, the Board relied upon information provided by each of the directors and noted that each independent director meets the standards for independence set out in Nasdaq Listing Rule 5605(a)(2) and under the applicable rules and regulations of the SEC, and that there is no material business relationship between G-III and any independent director, including any business entity with which any independent director is affiliated. The Board of Directors held five meetings during the fiscal year ended January 31, 2026. During the fiscal year ended January 31, 2026, each director attended at least 75% of the meetings of the Board of Directors and committees of the Board on which he or she served. All of our directors attended the 2025 Annual Meeting of Stockholders. Our Board of Directors has an Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Each member of our Audit, Compensation and Nominating and Corporate Governance Committees has been determined by the Board of Directors to be “independent” within the meaning of Nasdaq Listing Rule 5605(a)(2). Each member of the Audit Committee is “independent” within the meaning of Nasdaq Listing Rule 5605(c)(2)(A) and under the applicable rules and regulations of the SEC regarding the independence of audit committee members. Each member of the Compensation Committee is “independent” within the meaning of Nasdaq Listing Rule 5605(d)(2)(A).

  6. Board of Directors

    | AUDIT COMMITTEE | Meetings during the fiscal year ended January 31, 2026: | 8 | | ● Michael Shaffer ● Victor Herrero ● Richard White ● Andrew Yaeger | Responsibilities The Audit Committee is responsible for, among other things: ● assisting the Board in monitoring: (i) the integrity of our financial statements, (ii) the qualifications and independence of our independent auditors, (iii) the performance of our internal audit function and independent auditors, and (iv) our compliance with legal and regulatory requirements. ● the appointment, compensation and oversight of the work of G-III’s independent registered public accounting firm. | | | ALL MEMBERS OF THE AUDIT COMMITTEE ARE INDEPENDENT. | Qualifications The Board has determined that each of Michael Shaffer, Richard White and Andrew Yaeger is an audit committee financial expert as such term is defined in the rules of the SEC. | | | | Charter A copy of the Audit Committee’s charter is available in the “Investors” section of our website at http://www.giii.com. | |

  7. Board of Directors

    | COMPENSATION COMMITTEE | Meetings during the fiscal year ended January 31, 2026: | 3 | | ● Richard White ● Thomas J. Brosig ● Patti H. Ongman ● Laura Pomerantz | Responsibilities The Compensation Committee discharges the responsibilities of the Board relating to compensation of G-III’s directors and executive officers. The Committee has overall responsibility for approving and evaluating director and executive officer compensation plans, policies and programs of G-III, including establishing and monitoring the basic philosophy and policies governing the compensation of G-III’s directors and officers. The Compensation Committee is responsible for reviewing and discussing with management and recommending to the Board the inclusion of the Compensation Discussion and Analysis in our annual Proxy Statement. | | | ALL MEMBERS OF THE COMPENSATION COMMITTEE ARE INDEPENDENT. | Specific duties and responsibilities of the Committee include, but are not limited to: (i) reviewing and approving the corporate goals and objectives relevant to the compensation of our executive officers and evaluating their performance in light of those corporate goals and objectives; (ii) recommending the compensation of our executive officers, giving consideration to the results of our most recent “Say on Pay” vote; (iii) reviewing and recommending adoption, amendment and termination of employment agreements and severance arrangements or plans for our executive officers; (iv) reviewing and recommending changes to director compensation; (v) reviewing and recommending adoption, amendment and termination of incentive compensation plans, equity-based plans and other compensation and benefit plans for directors or officers, giving consideration to the results of our most recent “Say on Pay” vote in considering plans for executive officers; (vi) administering G-III’s stock-based compensation, incentive and benefit plans; and (vii) administering, interpreting and carrying out our Stock Ownership Guidelines for directors and executive officers and Executive Incentive Compensation Recoupment Policy for executive officers. The Compensation Committee also may form and delegate authority to any subcommittee comprised solely of its members who are independent so long as such formation and delegation comply with applicable law and the Nasdaq Listing Rules. Laura Pomerantz has decided to not stand for reelection at the Annual Meeting. | | | | Charter A copy of the Compensation Committee’s charter is available in the “Investors” section of our website at http://www.giii.com. | | | COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION During the year ended January 31, 2026, Thomas J. Brosig, Patti H. Ongman, Laura Pomerantz and Richard White served on our Compensation Committee. None of the members of the Compensation Committee (i) has ever been an officer or employee of ours (other than Thomas J. Brosig, who briefly served as our Executive Vice President during the time of our initial public offering in 1989) or (ii) has any relationship requiring disclosure by us under Item 404 of Regulation S-K. None of our executive officers served on the board or compensation committee (or other committee serving an equivalent function) of any other entity, where an executive officer of the other entity served on our Board of Directors or Compensation Committee. | | |

  8. Board of Directors

    | NOMINATING AND CORPORATE GOVERNANCE COMMITTEE | Meetings during the fiscal year ended January 31, 2026: | 1 | | ● Thomas J. Brosig ● Dr. Joyce F. Brown ● Robert L. Johnson ● Cheryl Vitali ● Richard White ALL MEMBERS OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE ARE INDEPENDENT. | Responsibilities The Nominating and Corporate Governance Committee is responsible for, among other things: ● assisting the Board in its selection of individuals (i) as nominees for election to the Board at G-III’s annual meeting of the stockholders or (ii) to fill any vacancies or newly created directorships on the Board and ● developing and maintaining G-III’s corporate governance policies, and any related matters required by the federal securities laws. The Nominating and Corporate Governance Committee is also responsible for our Director Selection and Qualification Standards and Resignation Policy as described below. The Nominating and Corporate Governance Committee met to review the performance and the experience, qualifications, attributes and skills of the members of the Board and recommended to our Board the persons to be nominated for election as directors at the Annual Meeting. Robert L. Johnson has decided to not stand for reelection at the Annual Meeting. | | | | Charter A copy of the Nominating and Corporate Governance Committee’s charter is available in the “Investors” section of our website at http://www.giii.com. | |

  9. CD&A Table of Contents

    | 26 | EXECUTIVE SUMMARY | 35 | Other Compensation Elements | | 26 | Our Business Performance in Fiscal 2026 | 35 | Employment Agreements | | 29 | Our Stockholder Outreach Initiative | 36 | OTHER COMPENSATION AND GOVERNANCE PROGRAMS, POLICIES AND CONSIDERATIONS | | 29 | Our “Say on Pay” Results Last Year and Our Response | 36 | Stock Ownership Guidelines | | 30 | Our Pay Mix is Heavily Weighted Towards Incentive-Based Compensation | 36 | Clawback/Executive Incentive Compensation Recoupment Policy | | 30 | Our Compensation Program Reflects Best Practices | 36 | Anti-Hedging Policy | | 31 | ELEMENTS OF OUR COMPENSATION PROGRAM―WHAT WE PAY AND WHY | 36 | Anti-Pledging Policy | | 31 | Our Compensation Philosophy | 36 | HOW WE MAKE COMPENSATION DECISIONS | | 31 | Base Salary | 36 | The Role of the Compensation Committee | | 31 | Annual Cash Incentives for Our Other Named Executive Officers | 37 | The Role of Management | | 33 | Long-Term Incentives | 37 | The Role of Independent Compensation Consultants | | 34 | Retention Grants | 37 | The Role of Competitive Marketplace Practice | | 35 | Timing of Equity Awards | 38 | The Consideration of Risk |

  10. OUR BUSINESS PERFORMANCE IN FISCAL 2026

    | 3) | Expand international sales by prioritizing the right markets, partners and infrastructure to ensure long-term sustainable growth; and |

  11. Summary of Pay and Performance Alignment for Fiscal 2026 Performance

    | ● | Our NEOs participate in an annual cash incentive program and a long-term incentive program that aligns with market norms with awards that are majority performance-based. |

  12. Summary of Pay and Performance Alignment for Fiscal 2026 Performance

    | ● | Our NEOs earn annual cash incentives based on adjusted pre-tax income. The adjusted pre-tax income for fiscal 2026 was $263 million. This exceeded the target of $252 million by 4%. The modifier for the change in basic common stock outstanding was 104% and the modifier for adjusted EPS was 95%, resulting in an overall payout of 120.8% of the target annual cash incentive for each of these executives. See “Annual Cash Incentives For Our Named Executive Officers” for more details on the annual cash incentives. |

  13. Summary of Pay and Performance Alignment for Fiscal 2026 Performance

    | ● | Our NEOs received performance share unit (“PSU”) awards in fiscal 2024 that were contingent on achieving targets for Cumulative Adjusted Earnings Before Interest and Taxes (75% weighting) and Return on Invested Capital (25% weighting) established for the 3-year performance period of fiscal 2024 through 2026. The Compensation Committee set rigorous targets of $573 million of Cumulative Adjusted Earnings Before Interest and Taxes and 7.1% for Return on Invested Capital for these awards. The Compensation Committee determined that these objectives were exceeded based on the pre-established financial targets, resulting in a maximum payout of 150% of the PSUs awarded. |

  14. OUR COMPENSATION PROGRAM REFLECTS BEST PRACTICES

    | | What We Do | | What We Don’t Do | | | We pay for performance and set rigorous goals for short-term and long-term incentives | | No overlapping metrics for annual cash incentives and long-term incentive awards | | | Conduct extensive stockholder outreach | | No practices that could encourage excessive risk-taking | | | Double trigger equity acceleration upon a change in control | | No repricing of underwater stock options without stockholder approval | | | Anti-hedging and anti-pledging policies | | No guaranteed salary increases or annual cash incentives for NEOs | | | Clawback policy | | No excise tax gross-ups upon a change in control | | | Capped annual cash incentive payouts | | No tax gross-ups on perquisites or benefits | | | Robust share ownership guidelines, with 50% share retention requirement until guidelines are met | | No excessive executive perquisites | | | Annual Say on Pay vote | | |

  15. OUR COMPENSATION PHILOSOPHY

    | ● | Belief in Pay for Performance. A substantial majority of compensation paid to our executives is variable and aligned with the short and long-term performance of G-III because a focus on the short-term leads to long-term success in the dynamic and fast-paced fashion business; |

  16. OUR COMPENSATION PHILOSOPHY

    | ● | Focus on Annual Profitability. Our annual cash incentive compensation structure is oriented towards bottom-line results, fosters an entrepreneurial environment and empowers management with the flexibility to quickly make decisions that are responsive to ever-changing market conditions, a hallmark of the fashion business; |

  17. OUR COMPENSATION PHILOSOPHY

    | ● | Alignment with Stockholders. Our long-term incentive program aligns the interests of our executive officers with those of our stockholders and supports maximum stockholder value creation; and |

  18. ANNUAL CASH INCENTIVES FOR OUR Named Executive Officers

    ANNUAL CASH INCENTIVES FOR OUR Named Executive Officers The Company’s annual cash incentive program includes a target award opportunity for each executive. Actual awards range from 0% to 200% of the target award based on performance against Adjusted Pre-tax Income targets. The award is subject to a +/-5% modifier based on change in basic common stock outstanding and a +/-15% modifier based on the change in annual Adjusted EPS. Payouts under the annual cash incentive plan are capped at 241.5% of target (i.e., 200% x 105% x 115% at maximum on three metrics) overall. 100% of the annual cash incentive awards to Morris Goldfarb, Sammy Aaron and Jeffrey Goldfarb were tied to achievement of these financial metrics. For Neal Nackman and Dana Perlman, 60% of the award depended on these financial metrics and 40% depended on an evaluation of their individual performance and contribution. Under their employment agreements, the target annual incentive opportunity is $4.0 million for Morris Goldfarb, $3.0 million for Sammy Aaron and $1.5 million for Jeffrey Goldfarb. At the beginning of fiscal 2026, the Compensation Committee approved a target for adjusted pre-tax income of $252.2 million based on the in-depth review of the budget by the Audit Committee which advised the Compensation Committee that the target was appropriately challenging.

  19. ANNUAL CASH INCENTIVES FOR OUR Named Executive Officers

    | ● | The adjusted pre-tax income for fiscal 2026 was $263 million, as defined in Appendix B. |

  20. ANNUAL CASH INCENTIVES FOR OUR Named Executive Officers

    | ● | This exceeded the target of $252.2 million by 4% but fell short of the prior year’s actual result by 6%, resulting in a payout of 122% of the target annual incentive opportunity for the adjusted pre-tax income portion of the target annual cash incentive amount for each of the executives. |

  21. ANNUAL CASH INCENTIVES FOR OUR Named Executive Officers

    | ● | The modifier for the change in basic common stock outstanding was 104% and the modifier for adjusted EPS was 95%, resulting in an overall payout of 120.8% of the target annual cash incentive for each of the executives. Additional details are provided below: |

  22. ANNUAL CASH INCENTIVES FOR OUR Named Executive Officers

    | ● | As part of its assessment of fiscal 2026 financial performance and after review by the Audit Committee, the Compensation Committee made what it believed was an equitable adjustment of $100 million to offset the impact of changing tariff policies imposed by the U.S. government. This adjustment reflected 75% of the approximately $135 million impact of tariffs on annual results since the Company successfully mitigated a portion of the impact of tariffs on gross margin. The tariffs were first announced on April 1, 2025, and modified throughout the year with no advance notice by the U.S. government. Tariffs imposed under the International Emergency Economic Powers Act were subsequently declared illegal by the Supreme Court of the United States in February 2026. The business plan for fiscal 2026 that had been approved by the Board did not account for the impact of these tariffs. |

  23. ANNUAL CASH INCENTIVES FOR OUR Named Executive Officers

    | ● | The adjustment for the impact of tariffs on results was consistent with various categories of adjustments to GAAP financial results approved by the Compensation Committee in connection with the terms of the annual cash incentive plan. If the equitable adjustment for partial relief on tariffs had not been made, the NEOs would not have earned any annual cash incentive awards for fiscal 2026. |

  24. ANNUAL CASH INCENTIVES FOR OUR Named Executive Officers

    | and | | | | | | | | Annual Cash Incentive Program for Chairman and CEO, Vice Chairman and President and Executive Vice President | | | | | | | | Metric | Weighting | Threshold | Target | Maximum | Actual Achievement | Fiscal 2026 Performance Result (% of Target) | | Adjusted Pre-Tax Income vs Budget (* See Appendix B) | 100% | $189.2M | $252.2M | $289.9M | $263M | 122% | | Change in Basic Common Stock Outstanding | Modifier: +/-5% | -5% | 0% | +5% | +4% | 104% | | Change in Adjusted Earnings per Share (EPS) | Modifier: +/-15% | -15% | +0% | +15% | -5% | 95% | | Overall Funding as % of Target | | | | | | 120.8% |

  25. ANNUAL CASH INCENTIVES FOR OUR Named Executive Officers

    | Executive | Position | Target Award | Actual Achievement as % of Target | Fiscal 2026 Annual Cash Incentive Awards | | Morris Goldfarb | Chairman and CEO | $4,000,000 | 120.8% | $4,832,000 | | Sammy Aaron | Vice Chairman and President | $3,000,000 | 120.8% | $3,624,000 | | Jeffrey Goldfarb | Executive Vice President | $1,500,000 | 120.8% | $1,812,000 |

  26. ANNUAL CASH INCENTIVES FOR OUR Named Executive Officers

    The annual cash incentive program for Neal Nackman, our Chief Financial Officer, and Dana Perlman, our Chief Growth and Operations Officer, was based 60% on adjusted pre-tax income compared to budget ($252.2 million for fiscal 2026) and 40% on an assessment of individual performance. The annual cash incentives for Neal Nackman and Dana Perlman are subject to the same +/-5% modifier based on change in basic common stock outstanding and +/-15% modifier based on the change in annual Adjusted EPS as described above for the other Named Executive Officers. The Committee approved a target award of $750,000 for fiscal 2026 for each executive, with maximum annual cash incentive equal to 241.5% of target. Individual performance considerations are based on an assessment of management oversight of their responsibilities, including but not limited to relationships with customers, vendors and licensees, efficiency of operations, oversight of marketing and advertising and investor relations, contribution to the Company’s business strategy and successful execution and integration of acquisitions, subject to review and approval by the Committee. Based on the strong profit performance of the Company and each executive’s strong individual performance, Neal Nackman and Dana Perlman each earned an annual cash incentive award of $950,000 for fiscal 2026.

  27. LONG-TERM INCENTIVES

    LONG-TERM INCENTIVES We grant long-term incentive awards to our NEOs to align their interests with those of our stockholders by rewarding our executives for achieving long-term performance objectives and enhancing stockholder value. Equity grants subject to multi-year vesting also helps us retain executives in the highly competitive apparel industry. In fiscal 2026, the Committee awarded equity grants to Morris Goldfarb, Sammy Aaron and Jeffrey Goldfarb that were 60% performance share units (“PSUs”) and 40% time-based RSUs, each with 3-year cliff vesting, consistent with the terms of the employment agreements negotiated in fiscal 2024. The dollar value of awards at grant date to each of Morris Goldfarb and Sammy Aaron is capped at the target value of $6.0 million and $4.0 million, respectively, in order to prevent excessive pay. There is also an annual share limit to the grant of an aggregate of 300,000 shares for Morris Goldfarb and 225,000 shares for Sammy Aaron in order to prevent excessive dilution. Neal Nackman and Dana Perlman each received an equity grant that was 50% performance-based PSUs and 50% time-based RSUs, each with 3-year cliff vesting. The allocation of total long-term incentives between PSUs and RSUs awarded to NEOs (i.e., either 60%/40% or 50%/50%) reflected the Committee’s desire to increase the weighting of performance-based awards for more senior NEOs. The PSUs will enable the Named Executive Officers to receive shares of the Company’s common stock if and to the extent that the PSU awards vest based on the Company’s performance over three years against two metrics: Cumulative Adjusted Earnings Before Interest and Taxes (“EBIT”) (75% weighting) and Return on Invested Capital (“ROIC”) (25% weighting). Cumulative Adjusted EBIT was selected as a metric because it is a fundamental measure of profitability, while ROIC measures management’s success over time in making profitable investments in owned and licensed brands and acquisitions. The actual number of PSUs that may vest depends on the performance level achieved relative to each metric and may range from zero up to 150% of the number of PSUs awarded in the table below.

  28. LONG-TERM INCENTIVES

    | Long-Term Incentives | Executive | Fiscal 2026 Award Grant Date Fair Value (in thousands, with rounding) | 3-year Cliff Vesting RSUs Awarded | PSUs Awarded | | | Morris Goldfarb | $6,000 | 89,786 | 134,680 | | | Sammy Aaron | $4,500 | 67,340 | 101,010 | | | Jeffrey Goldfarb | $1,750 | 26,187 | 39,281 | | | Dana Perlman | $600 | 11,223 | 11,223 | | | Neal Nackman | $500 | 9,352 | 9,352 |

  29. LONG-TERM INCENTIVES

    The Compensation Committee determined the value of the grants made in the beginning of fiscal 2026 by analyzing the value of grants to compensation peer group company executives and assessing our results and long-term outlook, as well as contractual obligations. The value of the grant is intended to represent a meaningful portion of total compensation for each executive to align their interests with long-term business performance. The Committee sets Cumulative Adjusted EBIT and ROIC performance targets for PSUs that it considers rigorous based on various company, industry and economic forecasts.

  30. FISCAL 2024 THROUGH 2026 PERFORMANCE SHARE UNIT AWARDS

    FISCAL 2024 THROUGH 2026 PERFORMANCE SHARE UNIT AWARDS Our NEOs received PSU awards in April 2023 that were contingent on achieving targets for Cumulative Adjusted EBIT (75% weighting) and ROIC (25% weighting) established for the 3-year performance period, as detailed below. The Compensation Committee determined that these objectives were exceeded, resulting in a payout of 150% of the PSUs awarded. While the PSU plan design allows for adjustments for certain unanticipated events, such as the impact of tariffs, no adjustments were made due to the Company’s strong performance on both financial metrics.

  31. FISCAL 2024 THROUGH 2026 PERFORMANCE SHARE UNIT AWARDS

    | Metric | Threshold ($mm) | Target ($mm) | Maximum ($mm) | Actual ($mm) | % Payout | | Cumulative Adjusted EBIT (75%) | $438 | $573 | $725 | $758 | 75% x 150% achievement = 112.5% | | ROIC (25%) | 5.8% | 7.1% | 8.5% | 11.9% | 25% x 150% achievement = 37.5% | | Total % Payout | | | | | 112.5% + 37.5% = 150% Payout |

  32. FISCAL 2024 THROUGH 2026 PERFORMANCE SHARE UNIT AWARDS

    | Core Long-Term Incentives | Executive | Fiscal 2024 Award Grant Date Fair Value (in thousands with rounding) | Target PSUs Awarded | PSUs Earned | | | Morris Goldfarb | $4,050 | 156,270 | 234,405 | | | Sammy Aaron | $2,700 | 86,816 | 130,224 | | | Jeffrey Goldfarb | $1,350 | 43,408 | 65,112 | | | Neal Nackman | $450 | 14,469 | 21,704 |

  33. Retention grants

    Retention grants The Board of Directors discusses succession planning at every meeting. The continued retention of the next generation of senior leadership is one of the Board’s highest priorities, given the challenges created by the long-term loss of the licenses for Calvin Klein and Tommy Hilfiger products and the transformation of our long-term strategy required for the Company to address the effects of the long-term loss of these licenses. The Committee also recognized that many companies that G-III competes with for talent are privately owned and rely on cash compensation, rather than the mix of cash and stock typically seen in public companies. This means that cash compensation levels are often higher at these private companies. The Committee considered various alternative designs for these grants, including the incorporation of performance-based criteria. However, given the Company’s transformation of its long-term strategy, the Committee determined that establishing appropriate performance targets would be challenging. In addition, because the CEO, Vice Chairman and CFO are not participants in these grants, the recipients do not have full control over the execution of the Company’s strategy. The impact of private company compensation practices, especially higher cash compensation, also influenced the Committee’s considerations. Taking these factors into account and the need to retain these executives, the Committee concluded that a long-term, cliff-vesting structure (five years) represents the most appropriate design for these awards. Accordingly, the Compensation Committee approved targeted retention grants of RSUs with 5-year cliff vesting to Jeffrey Goldfarb and Dana Perlman as well as to other senior executives. The grant date fair value of retention grants to Jeffrey Goldfarb was $5.0 million and Dana Perlman was awarded $2.0 million. Both Jeffrey Goldfarb and Dana Perlman also received annual grants of PSUs with vesting contingent on 3-year cumulative financial performance and as such, the Committee believes that their compensation packages contain a strong performance linkage. Morris Goldfarb, Sammy Aaron and Neal Nackman did not receive these retention grants since the retention grants were entirely focused on the succession of our next generation of leadership who will continue to drive the performance of our business. The Compensation Committee does not regularly make retention grants but will when these grants are judged to be in the best interests of stockholders.

  34. TIMING OF EQUITY AWARDS

    TIMING OF EQUITY AWARDS We do not coordinate annual equity awards to our Named Executive Officers with the release of material non-public information. The Compensation Committee generally makes equity grants to existing employees on an annual basis at a regularly scheduled Compensation Committee meeting held each year in late March or early April after financial results for the prior year are final. Equity grants to new hires or for promotions are generally made as of the date of hire or promotion or the first business day of the month following the date of hire or promotion. The Compensation Committee retains the discretion to make grants at other times.

  35. EMPLOYMENT AGREEMENTS

    EMPLOYMENT AGREEMENTS We have entered into employment agreements with each of Morris Goldfarb, Sammy Aaron, Jeffrey Goldfarb and Dana Perlman, and executive transition agreements with each of Neal Nackman and Jeffrey Goldfarb, which agreements require us to make payments and provide benefits to them in the event of a termination of employment in connection with a change in control or under certain other circumstances. The apparel business is highly competitive, and we use employment and executive transition agreements to retain our executive officers and achieve our objectives for management continuity. Our employment and executive transition agreements also specify competitive severance benefits designed to minimize negotiation with executives in the event a termination of employment should occur and ensure continued focus on the business if a change of control occurs. Finally, our employment agreements contain covenants which prevent our executive officers from soliciting our customers and employees and disclosing confidential information about our business plans and practices. For more information about our employment agreements see “Executive Compensation Tables—Fiscal 2026 Summary Compensation Table—Morris Goldfarb Employment Agreement”, “—Sammy Aaron Employment Agreement” and “—Jeffrey Goldfarb Employment Agreement” and “Potential Payments Upon Termination or Change-in-Control” in this Proxy Statement.

  36. THE ROLE OF INDEPENDENT COMPENSATION CONSULTANTS

    THE ROLE OF INDEPENDENT COMPENSATION CONSULTANTS The Compensation Committee retained Compensation Advisory Partners (“CAP”) to serve as its independent advisor on executive compensation and corporate governance matters beginning in fiscal 2019. CAP is a nationally recognized executive compensation consultancy and serves as the Committee’s independent advisor on executive compensation and corporate governance matters. In fulfilling these responsibilities, CAP assisted the Committee with its redesign of G-III’s executive compensation program by providing insight and analysis of compensation programs and incentives used by G-III’s peers and other public companies, trends in executive compensation and corporate governance, and the evolving policies and procedures of proxy advisory services firms. CAP also assisted with respect to G-III’s stockholder outreach initiatives. The Compensation Committee retains sole responsibility for engaging any compensation advisor and meets with its advisor, as needed, in the Committee’s sole discretion. CAP has not performed any services other than executive and director compensation and related corporate governance consulting for G-III and performed its services only on behalf of and at the direction of the Committee. Prior to engaging CAP, the Committee reviewed the factors related to consultant independence and determined that no conflict of interest exists.

  37. THE ROLE OF COMPETITIVE MARKETPLACE PRACTICE

    THE ROLE OF COMPETITIVE MARKETPLACE PRACTICE The Compensation Committee periodically reviews the compensation design features and executive pay levels of companies that are comparable to G-III to ensure that our programs are competitive. While the Compensation Committee reviews this information, this process serves as one reference point among others. In making determinations regarding our compensation and related governance programs and pay levels, the Compensation Committee also considers our short- and long-term strategic objectives, individual performance, scope of responsibilities, retention concerns, and previously negotiated contractual obligations. Our peer companies were selected based on the following parameters:

  38. THE ROLE OF COMPETITIVE MARKETPLACE PRACTICE

    | ● | Appropriately sized companies with revenues ranging from approximately 0.5 to 2 times those of G-III when selected; |

  39. THE ROLE OF COMPETITIVE MARKETPLACE PRACTICE

    | ● | Companies operating in the apparel and retail industries with a focus on accessible luxury brands; and |

  40. THE ROLE OF COMPETITIVE MARKETPLACE PRACTICE

    | ● | Companies from the comparator groups used by our comparators and by stockholder advisory groups. |

  41. THE ROLE OF COMPETITIVE MARKETPLACE PRACTICE

    The companies in our compensation peer group include:

  42. THE ROLE OF COMPETITIVE MARKETPLACE PRACTICE

    | ● Capri Holdings Limited | ● Fossil Group, Inc. | ● Steven Madden, Ltd. | | ● Carter’s Inc. | ● Lululemon Athletic, Inc. | ● Tapestry, Inc. | | ● Columbia Sportswear Co. | ● Ralph Lauren Corp. | ● Under Armour, Inc. | | ● Deckers Outdoor Corp. | ● Skechers USA, Inc. | ● Wolverine World Wide, Inc. |

  43. THE ROLE OF COMPETITIVE MARKETPLACE PRACTICE

    In addition, the Committee reviewed two additional companies which were too large to serve as pay comparators but are sources for practice peer competitive intelligence regarding pay design and practices. The additional companies are:

  44. THE ROLE OF COMPETITIVE MARKETPLACE PRACTICE

    | ● PVH Corp. | ● VF Corp. |

  45. THE ROLE OF COMPETITIVE MARKETPLACE PRACTICE

    The median annual revenues of the companies in our compensation peer group are $4.7 billion for a trailing 12-month period compared to $3.0 billion for G-III in fiscal 2026.

  46. FISCAL 2026 SUMMARY COMPENSATION TABLE

    FISCAL 2026 SUMMARY COMPENSATION TABLE The following table sets forth information concerning the total compensation paid to or earned by our Chief Executive Officer, Chief Financial Officer and each of the three other most highly compensated executive officers (collectively, “Named Executive Officers”, individually, a “Named Executive Officer”), based on fiscal 2026 total compensation. The table sets forth compensation information for the last three completed fiscal years ended January 31 in each year for services in all capacities to us and our subsidiaries.

  47. FISCAL 2026 SUMMARY COMPENSATION TABLE

    | | | | | | | | | Change in | | | | | | | | | | | | Pension | | | | | | | | | | | | Value and | | | | | | | | | | | Non-Equity | Nonqualified | | | | | | | | | Stock | Option | Incentive Plan | Deferred | All Other | | | Name and | Years of | Fiscal | | Bonus | Awards | Awards | Compensation | Compensation | Compensation | | | Principal Position | Service | Year | Salary ($) | ($) | ($)(1) | ($) | ($) | ($) | ($)(2) | Total ($) | | Morris Goldfarb | 52 | 2026 | 1,386,923 | — | 5,999,976 | — | 4,832,000 | — | 289,354 | 12,508,253 | | Chairman of the Board and Chief Executive Officer | | 2025 | 1,350,000 | — | 5,999,990 | — | 9,015,000 | — | 287,656 | 16,652,646 | | | | 2024 | 1,148,077 | — | 20,709,998 | — | 9,384,000 | — | 188,964 | 31,431,039 | | Neal S. Nackman | 22 | 2026 | 750,000 | — | 499,958 | — | 950,000 | — | 31,088 | 2,231,046 | | Chief Financial Officer | | 2025 | 750,000 | — | 449,971 | — | 1,000,000 | — | 30,576 | 2,230,547 | | | | 2024 | 750,000 | — | 449,986 | — | 1,000,000 | — | 26,352 | 2,226,338 | | Sammy Aaron | 20 | 2026 | 1,000,000 | — | 4,499,995 | — | 3,624,000 | — | 48,171 | 9,172,166 | | Vice Chairman and President | | 2025 | 1,000,000 | 1,000,000 | 4,500,000 | — | 6,761,000 | — | 49,524 | 13,310,524 | | | | 2024 | 969,039 | 2,000,000 | 2,699,978 | — | 7,050,000 | — | 59,307 | 12,778,324 | | Jeffrey Goldfarb | 19 | 2026 | 950,000 | — | 7,749,925 | — | 1,812,000 | — | 35,803 | 10,547,728 | | Executive Vice President | | 2025 | 950,000 | — | 1,749,974 | — | 3,381,000 | — | 38,208 | 6,119,182 | | | | 2024 | 950,000 | — | 1,349,988 | — | 3,525,000 | — | 36,538 | 5,861,526 | | Dana Perlman | 2 | 2026 | 823,077 | — | 2,599,951 | — | 950,000 | — | 14,000 | 4,387,028 | | Chief Growth and Operations Officer | | 2025 | 750,000 | 500,000 | — | — | 1,000,000 | — | 9,231 | 2,259,231 | | | | 2024 | 14,423 | — | 299,979 | — | — | — | — | 314,402 |

  48. FISCAL 2026 SUMMARY COMPENSATION TABLE

    | (1) The amounts reflect the full grant date fair value of PSUs or RSUs under Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”) awarded to the Named Executive Officers in the applicable fiscal year, and, in addition, for Morris Goldfarb, the grant date fair value of an inducement stock award pursuant to his new employment agreement and for Jeffrey Goldfarb and Dana Perlman, the grant date fair value of retention grants awarded in fiscal 2026 pursuant to succession planning. For a discussion of valuation assumptions, see Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended January 31, 2026. See “Fiscal 2026 Grants of Plan-Based Awards” below for the maximum number of PSUs that may vest if performance metrics are achieved. |

  49. FISCAL 2026 SUMMARY COMPENSATION TABLE

    | (2) All Other Compensation includes the following: |

  50. FISCAL 2026 SUMMARY COMPENSATION TABLE

    | | | | Matching | | | | | | Life Insurance | Contribution to | | | | | Fiscal | Premiums | 401(k) Plan | | | | Name | Year | (a) | (b) | Perquisites | Total | | Morris Goldfarb | 2026 | 138,900 | 14,000 | 136,454(c) | 289,354 | | | 2025 | 138,900 | 13,800 | 134,956(d) | 287,656 | | | 2024 | 138,900 | 13,200 | 36,864(e) | 188,964 | | Neal S. Nackman | 2026 | 17,088 | 14,000 | — | 31,088 | | | 2025 | 16,776 | 13,800 | — | 30,576 | | | 2024 | 13,152 | 13,200 | — | 26,352 | | Sammy Aaron | 2026 | 22,633 | 14,000 | 11,538(f) | 48,171 | | | 2025 | 22,860 | 13,800 | 12,864(f) | 49,524 | | | 2024 | 32,935 | 13,200 | 13,172(f) | 59,307 | | Jeffrey Goldfarb | 2026 | 3,500 | 14,000 | 18,303(g) | 35,803 | | | 2025 | 3,500 | 13,800 | 20,908(g) | 38,208 | | | 2024 | 3,500 | 13,200 | 19,838(g) | 36,538 | | Dana Perlman | 2026 | — | 14,000 | — | 14,000 | | | 2025 | — | 9,231 | — | 9,231 | | | 2024 | — | — | — | — |

  51. FISCAL 2026 SUMMARY COMPENSATION TABLE

    | (a) The full amount of all premiums paid by G-III for life insurance coverage. |

  52. FISCAL 2026 SUMMARY COMPENSATION TABLE

    | (b) The full amount of our matching contributions under our 401(k) Plan (which are equal to 100% of the participant’s contribution for the first 3% of salary plus 50% of the participant’s contribution for the next 2% of salary, subject to limitations under the IRS regulations). |

  53. FISCAL 2026 SUMMARY COMPENSATION TABLE

    | (c) Includes our contribution of $100,000 to Morris Goldfarb’s supplemental executive retirement plan account, $20,000 for tax services paid by us for Morris Goldfarb and $16,454 for the reimbursement of Morris Goldfarb’s parking expenses. |

  54. FISCAL 2026 SUMMARY COMPENSATION TABLE

    | (d) Includes our contribution of $100,000 to Morris Goldfarb’s supplemental executive retirement plan account, $20,000 for tax services paid by us for Morris Goldfarb and $14,956 for the reimbursement of Morris Goldfarb’s parking expenses. |

  55. FISCAL 2026 SUMMARY COMPENSATION TABLE

    | (e) Includes $20,000 for tax services paid by us for Morris Goldfarb and $16,864 for the reimbursement of Morris Goldfarb’s parking expenses. |

  56. FISCAL 2026 SUMMARY COMPENSATION TABLE

    | (f) The full amount paid by us on Sammy Aaron’s behalf for personal use of his automobile and parking. |

  57. FISCAL 2026 SUMMARY COMPENSATION TABLE

    | (g) The full amount paid by us for the reimbursement of Jeffrey Goldfarb’s personal use of automobile and parking. |

  58. FISCAL 2026 SUMMARY COMPENSATION TABLE

    | ◾ | Morris Goldfarb Employment Agreement |

  59. FISCAL 2026 SUMMARY COMPENSATION TABLE

    Morris Goldfarb has an employment agreement with us that is effective through January 31, 2026 with automatic renewal of the term for one-year periods on each January 31st, beginning on January 31, 2026, unless either Morris Goldfarb or the Company gives notice of non-renewal to the other party by August 1st of the prior year, commencing August 1, 2025. The agreement provided for an initial annual base salary of $1,350,000, which was increased to $1,450,000 during fiscal 2026. For information with respect to the annual cash incentive payable to Morris Goldfarb, see “Compensation Discussion and Analysis—Annual Cash Incentives for our Named Executive Officers” above. Morris Goldfarb is entitled to an annual contribution of $100,000 per year to a supplemental pension trust for each year he is employed by us. Morris Goldfarb is also entitled to a $5,000,000 life insurance policy, which names his wife as beneficiary. For additional information concerning Morris Goldfarb’s post-termination and change in control benefits, see “Potential Payments Upon Termination or Change-in-Control—Severance and Change in Control Arrangements with Morris Goldfarb” below.

  60. FISCAL 2026 SUMMARY COMPENSATION TABLE

    | ◾ | Sammy Aaron Employment Agreement |

  61. FISCAL 2026 SUMMARY COMPENSATION TABLE

    Sammy Aaron has an employment agreement with us that is effective through January 31, 2026. The agreement provides for automatic renewal of the term for one-year periods on each August 1st prior to the end of the then employment term, commencing with August 1, 2024, unless prior to such August 1st either party shall have given written notice to the other of non-renewal. The agreement provides for an annual base salary of $1,000,000. For information with respect to the annual cash incentive payable to Sammy Aaron, see “Compensation Discussion and Analysis—Annual Cash Incentives of our Named Executive Officers” above. For additional information concerning Sammy Aaron’s post-termination and change in control benefits, see “Potential Payments Upon Termination or Change-in-Control—Severance and Change in Control Arrangements with Sammy Aaron” below.

  62. FISCAL 2026 SUMMARY COMPENSATION TABLE

    | ◾ | Jeffrey Goldfarb Employment Agreement |

  63. FISCAL 2026 SUMMARY COMPENSATION TABLE

    Jeffrey Goldfarb’s has an employment agreement with us that is effective through January 31, 2027, with automatic renewal of the term for one-year periods on each December 1st prior to the end of the then employment term, commencing with December 1, 2026, unless prior to such December 1st either party shall have given written notice to the other of non-renewal. The agreement provides for an annual base salary of $950,000. For information with respect to the annual cash incentive payable to Jeffrey Goldfarb, see “Compensation Discussion and Analysis—Annual Cash Incentives for our Named Executive Officers” above. For additional information concerning Jeffrey Goldfarb’s post-termination and change in control benefits, see “Potential Payments Upon Termination or Change-in-Control—Severance and Change in Control Arrangements with Jeffrey Goldfarb” below and for additional information with respect to other aspects of Jeffrey Goldfarb’s employment agreement, see “Compensation Discussion and Analysis-Long-Term Incentives.”

  64. FISCAL 2026 SUMMARY COMPENSATION TABLE

    | ◾ | DANA PERLman Employment Agreement |

  65. FISCAL 2026 SUMMARY COMPENSATION TABLE

    Dana Perlman has an employment agreement with us effective January 8, 2024 (the “Effective Date”). The agreement provided for an initial annual base salary of $750,000, which was increased to $850,000 during fiscal 2026. For information with respect to the annual cash incentive payable to Dana Perlman, see “Compensation Discussion and Analysis—Annual Cash Incentives for our Named Executive Officers” above. For additional information concerning Dana Perlman’s post-termination and change in control benefits, see “Potential Payments Upon Termination or Change-in-Control—Severance and Change in Control Arrangements with Dana Perlman” below and for additional information with respect to other aspects of Dana Perlman’s employment agreement, see “Compensation Discussion and Analysis-Long-Term Incentives.”

  66. FISCAL 2026 GRANTS OF PLAN-BASED AWARDS

    FISCAL 2026 GRANTS OF PLAN-BASED AWARDS In March 2025, the Compensation Committee of our Board of Directors granted PSUs and RSUs with three year or five year cliff vesting to each of our Named Executive Officers. The following table summarizes the non-equity incentive and stock awards for the 2026 fiscal year for each of our Named Executive Officers.

  67. FISCAL 2026 GRANTS OF PLAN-BASED AWARDS

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Awards (1) | | | Estimated Future Payouts Under Equity Incentive Awards | | | | | | Name | Award | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) (2) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(6) | | Morris Goldfarb | Annual Incentive | N/A | 1,615,000 | 4,000,000 | 9,660,000 | — | — | — | — | — | | | PSUs | March 19, 2025 | — | — | — | 16,835 | 134,680 | 202,020 | — | $3,599,996 | | | RSUs | March 19, 2025 | — | — | — | — | — | — | 89,786(3) | $2,399,980 | | Sammy Aaron | Annual Incentive | N/A | 1,211,250 | 3,000,000 | 7,245,000 | — | — | — | — | — | | | PSUs | March 19, 2025 | — | — | — | 12,626 | 101,010 | 151,515 | — | $2,699,997 | | | RSUs | March 19, 2025 | — | — | — | — | — | — | 67,340(3) | $1,799,998 | | Neal S. Nackman | Annual Incentive | N/A | 302,813 | 750,000 | 1,500,000 | — | — | — | — | — | | | PSUs | March 19, 2025 | — | — | — | 1,169 | 9,352 | 14,028 | — | $249,979 | | | RSUs | March 19, 2025 | — | — | — | — | — | — | 9,352(3) | $249,979 | | Jeffrey Goldfarb | Annual Incentive | N/A | 605,625 | 1,500,000 | 3,622,500 | — | — | — | — | — | | | PSUs | March 19, 2025 | — | — | — | 4,910 | 39,281 | 58,921 | — | $1,049,981 | | | RSUs | March 19, 2025 | — | — | — | — | — | — | 26,187(3) | $699,979 | | | RSUs | March 19, 2025 | — | — | — | — | — | — | 37,411(4) | $999,996 | | | RSUs | December 12, 2025 | — | — | — | — | — | — | 159,184(5) | $4,999,969 | | Dana Perlman | Annual Incentive | N/A | 343,188 | 850,000 | 1,700,000 | — | — | — | — | — | | | PSUs | March 19, 2025 | — | — | — | 1,402 | 11,223 | 16,834 | — | $299,991 | | | RSUs | March 19, 2025 | — | — | — | — | — | — | 11,223(3) | $299,991 | | | RSUs | December 12, 2025 | — | — | — | — | — | — | 63,673(5) | $1,999,969 |

  68. FISCAL 2026 GRANTS OF PLAN-BASED AWARDS

    | (1) The terms of the annual cash incentive award opportunity for each of our Named Executive Officers are described under “Compensation Discussion and Analysis-Annual Cash Incentives for Our Named Executive Officers.” No annual cash incentive is payable to Morris Goldfarb, Sammy Aaron and Jeffrey Goldfarb, and 60% of the annual cash incentive is payable to Neal Nackman and Dana Perlman, if adjusted pre-tax income falls below a threshold amount calculated based on the formula for reducing the award if actual pre-tax income is below the forecast. |

  69. FISCAL 2026 GRANTS OF PLAN-BASED AWARDS

    | (2) The amounts reflect the number of PSUs awarded to the Named Executive Officers in fiscal 2026. The actual number of PSUs that vest may be larger or smaller than the target amounts in this table, or may be zero if actual results are lower than the threshold target performance metrics established by our Compensation Committee. The shares awarded for achieving threshold performance goals is 50% of target. Threshold was determined based on achieving the minimum performance level for only one of the two performance measures. See “Compensation Discussion and Analysis—Long-Term Incentives” for a description of the terms of these awards. |

  70. FISCAL 2026 GRANTS OF PLAN-BASED AWARDS

    | (3) The amounts reflect the number of RSUs awarded to the Named Executive Officers in fiscal 2026. The RSUs cliff vest on April 1, 2028, subject to the applicable Named Executive Officer’s continuous employment or other service with G-III through the applicable vesting date: See “Compensation Discussion and Analysis—Long-Term Incentives” for a description of the terms of these awards. |

  71. FISCAL 2026 GRANTS OF PLAN-BASED AWARDS

    (4)The amounts reflect the number of RSUs awarded to Jeffrey Goldfarb in fiscal 2026. The RSUs cliff vest on April 1, 2030, subject to his continuous employment or other service with G-III through the applicable vesting date: See “Compensation Discussion and Analysis—Retention Grants” for a description of the terms of these awards. (5)The amounts reflect the number of RSUs awarded to Jeffrey Goldfarb and Dana Perlman in fiscal 2026 to support retention of key next generation leaders. The RSUs vest on December 12, 2030, subject to the applicable Named Executive Officer’s continuous employment or other service with G-III through the applicable vesting date: See “Compensation Discussion and Analysis—Retention Grants” for a description of the terms of these awards. (6)The amounts reflect the full grant date fair value under ASC 718 of the PSUs and RSUs awarded to the Named Executive Officers in fiscal 2026. For a discussion of valuation assumptions, see Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended January 31, 2026.

  72. OUTSTANDING EQUITY AWARDS AT FISCAL 2026 YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL 2026 YEAR-END The following table summarizes the outstanding stock awards held by each Named Executive Officer at January 31, 2026, consisting of shares of our Common Stock that may be delivered to each Named Executive Officer upon satisfaction of the vesting conditions of unvested PSUs, Inducement PSUs and RSUs. There were no stock option awards outstanding at that date held by our Named Executive Officers. The columns that refer to the number of or market value of “Shares or Units of Stock That Have Not Vested” summarize time-based RSUs granted which remained subject to cliff time vesting conditions as of January 31, 2026. The columns that refer to the number of or market value of “Unearned Shares or Units That Have Not Vested” summarize unvested PSUs and Inducement PSUs granted, as detailed in the footnotes to the table, for which neither threshold performance conditions nor time vesting conditions had been satisfied as of January 31, 2026.

  73. OUTSTANDING EQUITY AWARDS AT FISCAL 2026 YEAR-END

    | | Stock Awards | | | | | | Number of | | Equity Incentive Plan | Equity Incentive Plan | | | Shares or Units | | Awards: Number of | Awards: Market Value of | | | of Stock That | Market Value of Shares or | Unearned Shares or | Unearned Shares or | | | Have Not | Units of Stock That Have | Units That Have Not | Units That Have Not | | Name | Vested (#)(1) | Not Vested ($)(1)(2) | Vested (#)(3) | Vested ($)(2)(3) | | Morris Goldfarb | 89,786(4) | 2,635,219 | 134,680(4) | 3,952,858 | | | 83,333(7) | 2,445,824 | 125,000(7) | 3,668,750 | | | 700,000(8) | 20,545,000 | | | | | 338,585(9) | 9,937,470 | | | | Neal S. Nackman | 9,352(4) | 274,481 | 9,352(4) | 274,481 | | | 7,812(7) | 229,282 | 7,812(7) | 229,282 | | | 36,172(9) | 1,061,648 | | | | Sammy Aaron | 67,340(4) | 1,976,429 | 101,010(4) | 2,964,644 | | | 62,500(7) | 1,834,375 | 93,750(7) | 2,751,563 | | | 217,040(9) | 6,370,124 | | | | Jeffrey Goldfarb | 26,187(4) | 768,588 | 39,281(4) | 1,152,897 | | | 37,411(5) | 1,098,013 | 36,458(7) | 1,070,042 | | | 159,184(6) | 4,672,050 | | | | | 24,305(7) | 713,352 | | | | | 108,520(9) | 3,185,062 | | | | Dana Perlman | 11,223(4) | 329,395 | 11,223(4) | 329,395 | | | 63,673(6) | 1,868,803 | | | | | 9,490(10) | 278,532 | | |

  74. OUTSTANDING EQUITY AWARDS AT FISCAL 2026 YEAR-END

    | (1) Reflects (i) RSUs, (ii) PSUs issued in fiscal 2024 where performance conditions have been satisfied at maximum performance of 150% of target and (iii) Inducement PSUs for which market based conditions have been satisfied at target performance which remained subject to a cliff time vesting condition as of January 31, 2026. |

  75. OUTSTANDING EQUITY AWARDS AT FISCAL 2026 YEAR-END

    | (2) Market value of unvested PSUs and RSUs assume a price of $29.35 per share of our Common Stock as of January 31, 2026. |

  76. OUTSTANDING EQUITY AWARDS AT FISCAL 2026 YEAR-END

    | (3) Reflects PSUs issued for which neither performance goals nor time vesting conditions had been satisfied as of January 31, 2026 and are included at target performance. |

  77. OUTSTANDING EQUITY AWARDS AT FISCAL 2026 YEAR-END

    | (4) Reflects RSUs and PSUs issued in fiscal 2026 under the 2023 Long-Term Incentive Plan (the “2023 Plan”). If the performance conditions of such PSUs are satisfied, each Named Executive Officer’s right to receive these shares of Common Stock will become fully vested on April 1, 2028. Each Named Executive Officer’s right to receive these shares of Common Stock for RSUs will become vested on April 1, 2028, upon satisfaction of the time vesting requirement of these RSUs. |

  78. OUTSTANDING EQUITY AWARDS AT FISCAL 2026 YEAR-END

    | (5) Reflects RSUs issued to Jeffrey Goldfarb in fiscal 2026 granted under the 2023 Plan. Jeffrey Goldfarb’s right to receive these shares of Common Stock for RSUs will become vested on April 1, 2030, upon satisfaction of the time vesting requirement of these RSUs. |

  79. OUTSTANDING EQUITY AWARDS AT FISCAL 2026 YEAR-END

    | (6) Reflects RSUs issued to Jeffrey Goldfarb and Dana Perlman in fiscal 2026 granted under the 2023 Plan. Jeffrey Goldfarb and Dana Perlman’s right to receive these shares of Common Stock for RSUs will become vested on December 12, 2030, upon satisfaction of the time vesting requirement of these RSUs. |

  80. OUTSTANDING EQUITY AWARDS AT FISCAL 2026 YEAR-END

    | (7) Reflects RSUs and PSUs issued in fiscal 2025 under the 2023 Plan. If the performance conditions of such PSUs are satisfied, each Named Executive Officer’s right to receive these shares of Common Stock will become fully vested on March 28, 2027. Each Named Executive Officer’s right to receive these shares of Common Stock for RSUs will become vested on March 27, 2027, upon satisfaction of the time vesting requirement of these RSUs. |

  81. OUTSTANDING EQUITY AWARDS AT FISCAL 2026 YEAR-END

    | (8) Reflects Inducement PSUs issued to Morris Goldfarb in fiscal 2024 of which 380,000 shares were granted under the 2015 Long-Term Incentive Plan (the “2015 Plan”), as amended, and 320,000 shares were granted under the 2023 Plan, respectively. As the market based conditions of such Inducement PSUs have been satisfied at target performance, Morris Goldfarb’s right to receive these shares of Common Stock will become vested on August 9, 2026 upon satisfaction of the time vesting requirement related to these Inducement PSUs. |

  82. OUTSTANDING EQUITY AWARDS AT FISCAL 2026 YEAR-END

    | (9) Reflects RSUs and PSUs issued in fiscal 2024 under the 2015 Plan. The performance conditions of such PSUs have been satisfied at maximum performance of 150% of target. As such, each Named Executive Officer’s right to receive these shares of Common Stock for both the RSUs and PSUs will become fully vested on June 15, 2026, upon satisfaction of the time vesting requirement. |

  83. OUTSTANDING EQUITY AWARDS AT FISCAL 2026 YEAR-END

    | (10) Reflects RSUs issued to Dana Perlman in fiscal 2024 under the 2023 Plan. Her right to receive these shares of Common Stock for RSUs will become vested on January 9, 2027, upon satisfaction of the time vesting requirement of these RSUs. |

  84. FISCAL 2026 OPTION EXERCISES AND STOCK VESTED

    FISCAL 2026 OPTION EXERCISES AND STOCK VESTED The following table sets forth information as to all shares vested for the Named Executive Officers during the fiscal year ended January 31, 2026. No options were outstanding or exercised during the fiscal year ended January 31, 2026.

  85. FISCAL 2026 OPTION EXERCISES AND STOCK VESTED

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Morris Goldfarb | 87,937(1) | 2,416,509 | | Neal S. Nackman | 12,840(1) | 352,843 | | Sammy Aaron | 58,624(1) | 1,610,988 | | Jeffrey Goldfarb | 38,526(1) | 1,058,694 | | Dana Perlman | - | - |

  86. FISCAL 2026 OPTION EXERCISES AND STOCK VESTED

    | (1) Reflects shares issued on vesting of RSUs on April 1, 2025. |

  87. FISCAL 2026 OPTION EXERCISES AND STOCK VESTED

    | (2) Reflects the aggregate value of the shares issued at a market price of $27.48 on April 1, 2025. |

  88. FISCAL 2026 NONQUALIFIED DEFERRED COMPENSATION

    FISCAL 2026 NONQUALIFIED DEFERRED COMPENSATION The following table sets forth information on deferred compensation plans of the Named Executive Officers that are not tax-qualified for the fiscal year ended January 31, 2026.

  89. FISCAL 2026 NONQUALIFIED DEFERRED COMPENSATION

    | | Executive | Registrant | Aggregate | Aggregate | Aggregate | | | Contributions | Contributions | Earnings (Loss) | Withdrawals/ | Balance at | | Name | in Fiscal 2026 ($) | in Fiscal 2026 ($) | in Fiscal 2026 ($) | Distributions ($) | January 31, 2026 ($) | | Morris Goldfarb | — | 100,000(1) | 395,238(2) | — | 4,501,397(3) |

  90. FISCAL 2026 NONQUALIFIED DEFERRED COMPENSATION

    | (1) Amount has been reported as “All Other Compensation” in the Fiscal 2026 Summary Compensation Table. |

  91. FISCAL 2026 NONQUALIFIED DEFERRED COMPENSATION

    | (2) Since G-III does not pay above market interest or provide any other preference to Morris Goldfarb, these amounts are not included in his compensation as reported in the Summary Compensation Table for those years. Purchases and sales of securities are recorded on a settlement date basis. Interest income compounds daily and is credited monthly on an accrual basis, and dividends are recorded on a payment date basis. Aggregate earnings (loss) includes the plan’s gains and losses on investments bought and sold, as well as held during the year. |

  92. FISCAL 2026 NONQUALIFIED DEFERRED COMPENSATION

    | (3) Reflects the aggregate amount of contributions by G-III for Morris Goldfarb during his career with G-III plus the investment earnings thereon. |

  93. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL We have entered into employment agreements with each of Morris Goldfarb, Sammy Aaron, Jeffrey Goldfarb and Dana Perlman, and executive transition agreements with each of Neal Nackman and Jeffrey Goldfarb, which require us to make payments and provide benefits to them in the event of a termination of employment in connection with a change in control or in certain other circumstances.

  94. ACCELERATION OF VESTING UPON TERMINATION OR CHANGE IN CONTROL

    ACCELERATION OF VESTING UPON TERMINATION OR CHANGE IN CONTROL There are no agreements with the Named Executive Officers that provide for an automatic acceleration of vesting of equity awards upon termination of employment for any reason or upon the occurrence of a change in control. Under the terms of our equity incentive plans, however, vesting of any outstanding equity awards that are assumed by the acquiring company will accelerate upon an involuntary termination of employment within two years after the date of the change in control—a so-called “double trigger” vesting condition. If an equity award is not assumed by the acquiring company, then, under the terms of the plans, vesting will accelerate as part of the change in control transaction.

  95. CEO PAY RATIO

    CEO PAY RATIO The total compensation for fiscal 2026 of our Chairman and Chief Executive Officer, Morris Goldfarb, was $12,508,253, as reflected in the Fiscal 2026 Summary Compensation Table above. We estimate that the median annual compensation for all G-III employees, excluding Morris Goldfarb, was $26,624 for fiscal 2026. As a result, we estimate that, for fiscal 2026, the ratio of Morris Goldfarb’s total annual compensation to that of our median employee was 470 to 1. The CEO pay ratio is skewed upwards by part-time and seasonal employees, paid on an hourly basis, that work in retail stores owned and operated by us. Excluding our retail store employees, the median annual compensation for fiscal 2026 of G-III employees, excluding Morris Goldfarb, was $58,494 for fiscal 2026. Based on these amounts, we estimate that, for fiscal 2026, the ratio of Morris Goldfarb’s total annual compensation to that of our median non-retail store employees was 214 to 1. As of December 31, 2025, G-III employed approximately 4,500 employees worldwide, of which approximately 66% were employed in the U.S., 10% were employed in Asia and 25% were employed in Europe. All compensation elements for non-U.S. employees were converted to U.S. dollars using monthly average exchange rates used by our accounting department. We identified the median employee using individual income tax compensation reporting for all employees, except Morris Goldfarb, employed by us on December 31, 2025, whether employed on a full-time, part-time, seasonal or temporary basis. We calculated annual total compensation of the median employee in the same manner as our Named Executive Officers in the Fiscal 2026 Summary Compensation Table included in this Proxy Statement. We did not annualize the compensation for any employee employed for less than the calendar year 2025. The foregoing pay ratio disclosure, which is provided pursuant to the SEC’s guidance under Item 402(u) of Regulation S-K, is intended only to reflect G-III’s reasonable good faith estimate of the CEO pay ratio. It is based on the methodologies, assumptions and estimates described above and is not necessarily comparable to the CEO pay ratios reported by other companies.

  96. FISCAL 2026 PAY vs. PERFORMANCE

    FISCAL 2026 PAY vs. PERFORMANCE The following table sets forth the pay versus performance disclosure required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis”.

  97. FISCAL 2026 PAY vs. PERFORMANCE

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | | | | Average | | Value of Initial Fixed $100 | | | | | | Summary | | Summary | Average | Investment Based On: | | | | | | Compensation | Compensation | Compensation | Compensation | | Peer Group | | | | | Table Total | Actually Paid | Table Total for | Actually Paid to | Total Share- | Total Share- | | Pre-tax | | Year | for PEO | to PEO (1) | Non-PEO NEOs | Non-PEO NEOs (1) | Holder Return | Holder Return | Net Income | Net Income | | 2026 | 12,508,253 | 9,057,121 | 6,584,492 | 5,843,218 | $108.89 | $57.16 | 67,353 | 110,669 | | 2025 | 16,652,646 | 14,323,483 | 5,979,871 | 4,945,556 | $115.46 | $70.42 | 193,293 | 269,859 | | 2024 | 31,431,039 | 44,305,949 | 5,295,148 | 8,807,666 | $111.28 | $76.07 | 174,740 | 240,599 | | 2023 | 5,790,860 | (3,406,531) | 3,371,945 | 169,702 | $62.57 | $92.06 | (134,382) | (138,170) | | 2022 | 24,942,778 | 26,290,697 | 5,854,421 | 6,494,397 | $100.48 | $109.04 | 200,101 | 270,976 |

  98. FISCAL 2026 PAY vs. PERFORMANCE

    | (1) The dollar amounts shown in these columns reflect compensation actually paid (“CAP”) to Morris Goldfarb and our non-PEO NEOs, respectively, calculated in accordance with SEC rules. As required, the dollar amounts include (among other items) unpaid amounts of equity compensation that may be realized in future periods, and as such, the dollar amounts shown do not fully represent the actual final amount of compensation earned or actually paid to any individual during the applicable years. The adjustments made to each officer’s total compensation for each year to determine CAP are shown in the tables below. |

  99. RECONCILIATION OF SUMMARY COMPENSATION TABLE TOTAL TO Compensation Actually Paid (“CAP”) TOTAL

    RECONCILIATION OF SUMMARY COMPENSATION TABLE TOTAL TO Compensation Actually Paid (“CAP”) TOTAL As shown in the tables below, the CAP totals represent the Summary Compensation Table totals for the applicable year, but adjusted as required by SEC rules to include the fair value of current and prior year equity awards that are outstanding, vested, or forfeited during the applicable year, instead of the grant date value of awards granted during the applicable year.

  100. RECONCILIATION OF SUMMARY COMPENSATION TABLE TOTAL TO Compensation Actually Paid (“CAP”) TOTAL

    | | Reported Summary | | | | | | Compensation Table | Reported Value | Equity Award | Compensation Actually | | Year | Total for PEO | of Equity Awards (1) | Adjustments (2) | Paid to PEO | | 2026 | 12,508,253 | (5,999,976) | 2,548,844 | 9,057,121 | | 2025 | 16,652,646 | (5,999,990) | 3,670,827 | 14,323,483 | | 2024 | 31,431,039 | (20,709,998) | 33,584,908 | 44,305,949 | | 2023 | 5,790,860 | (4,499,972) | (4,697,419) | (3,406,531) | | 2022 | 24,942,778 | (16,167,626) | 17,515,545 | 26,290,697 |

  101. RECONCILIATION OF SUMMARY COMPENSATION TABLE TOTAL TO Compensation Actually Paid (“CAP”) TOTAL

    | (1) Represents the total of the amounts reported in the Stock Awards column of the Summary Compensation Table for the applicable year. |

  102. RECONCILIATION OF SUMMARY COMPENSATION TABLE TOTAL TO Compensation Actually Paid (“CAP”) TOTAL

    | (2) The fair value of the of the equity component of the CAP calculation was determined in accordance with SEC methodology for this disclosure. Unlike the Summary Compensation Table, which includes a calculation of the grant date value of equity awards granted during the applicable year, the CAP table includes a calculation of equity fair value as follows: |

  103. RECONCILIATION OF SUMMARY COMPENSATION TABLE TOTAL TO Compensation Actually Paid (“CAP”) TOTAL

    | a. | for awards granted during the applicable year (and which are still outstanding), the year-end value; plus |

  104. RECONCILIATION OF SUMMARY COMPENSATION TABLE TOTAL TO Compensation Actually Paid (“CAP”) TOTAL

    | b. | for awards granted during prior years that were still outstanding as of the applicable year-end, the change in value as of the applicable year-end compared against the prior year-end; plus |

  105. RECONCILIATION OF SUMMARY COMPENSATION TABLE TOTAL TO Compensation Actually Paid (“CAP”) TOTAL

    | c. | for any awards granted in the applicable year that vested during the applicable year, the value as of the vesting date; plus |

  106. RECONCILIATION OF SUMMARY COMPENSATION TABLE TOTAL TO Compensation Actually Paid (“CAP”) TOTAL

    | d. | for awards granted in prior years that vested during the applicable year, the change in value as of the vesting date compared against the prior year-end; minus |

  107. RECONCILIATION OF SUMMARY COMPENSATION TABLE TOTAL TO Compensation Actually Paid (“CAP”) TOTAL

    | e. | for awards granted in prior years that were forfeited during the applicable year, the value as of the prior year-end. |

  108. RECONCILIATION OF SUMMARY COMPENSATION TABLE TOTAL TO Compensation Actually Paid (“CAP”) TOTAL

    | | (a) | (b) | (c) | (d) | (e) | | | PEO | | | | Year over Year | Fair Value at | | | | | | | Change in Fair | the End of the | | | | | Year over Year | Fair Value as | Value of | Prior Year of | | | | Year End Fair | Change in Fair | of Vesting Date | Equity Awards | Equity Awards | | | | Value of | Value of | of Equity | Granted in | that Failed to | Total | | | Outstanding | Outstanding and | Awards Granted | Prior Years that | Meet Vesting | Equity | | | and Unvested | Unvested Equity | and Vested in | Vested in | Conditions | Award | | Year | Equity Awards | Awards | the Year | the Year | in the Year | Adjustments | | 2026 | 5,208,530 | (2,330,802) | — | (328,884) | — | 2,548,844 | | 2025 | 8,338,331 | (4,419,335) | — | (248,169) | — | 3,670,827 | | 2024 | 31,251,023 | 1,186,386 | — | 1,147,500 | — | 33,584,908 | | 2023 | 908,731 | (5,474,346) | — | (131,804) | — | (4,697,419) | | 2022 | 4,322,272 | 769,298 | 12,167,656 | 256,319 | — | 17,515,545 |

  109. RECONCILIATION OF SUMMARY COMPENSATION TABLE TOTAL TO Compensation Actually Paid (“CAP”) TOTAL

    The tables below reflect the average total compensation of our non-PEO NEOs, as calculated in the Summary Compensation Table for each of the years shown. Our non-PEO NEOs are the following individuals: for fiscal 2026, 2025 and 2024, Sammy Aaron, Neal Nackman, Jeffrey Goldfarb and Dana Perlman, who became an NEO on January 8, 2024.

  110. RECONCILIATION OF SUMMARY COMPENSATION TABLE TOTAL TO Compensation Actually Paid (“CAP”) TOTAL

    | | Average Reported | | | | | | Summary Compensation | | | Average Compensation | | | Total Table for | Average Reported Value | Average Equity | Actually Paid | | Year | Non-PEO NEOs | of Equity Awards (3) | Award Adjustments (4) | to Non-PEO NEOs | | 2026 | 6,584,492 | (3,837,457) | 3,096,183 | 5,843,218 | | 2025 | 5,979,871 | (1,674,986) | 640,672 | 4,945,556 | | 2024 | 5,295,148 | (1,199,983) | 4,712,501 | 8,807,666 | | 2023 | 3,371,945 | (1,666,643) | (1,535,600) | 169,702 | | 2022 | 5,854,421 | (2,420,636) | 3,060,612 | 6,494,397 |

  111. RECONCILIATION OF SUMMARY COMPENSATION TABLE TOTAL TO Compensation Actually Paid (“CAP”) TOTAL

    | (3) Represents the total of the amounts reported in the Stock Awards column of the Summary Compensation Table for the applicable year. |

  112. RECONCILIATION OF SUMMARY COMPENSATION TABLE TOTAL TO Compensation Actually Paid (“CAP”) TOTAL

    | (4) The fair value of the of the equity component of the CAP calculation was determined in accordance with SEC methodology for this disclosure. Unlike the Summary Compensation Table, which includes a calculation of the grant date value of equity awards granted during the applicable year, the CAP table includes a calculation of equity fair value as follows: |

  113. RECONCILIATION OF SUMMARY COMPENSATION TABLE TOTAL TO Compensation Actually Paid (“CAP”) TOTAL

    | a. | for awards granted during the applicable year (and which are still outstanding), the year-end value; plus |

  114. RECONCILIATION OF SUMMARY COMPENSATION TABLE TOTAL TO Compensation Actually Paid (“CAP”) TOTAL

    | b. | for awards granted during prior years that were still outstanding as of the applicable year-end, the change in value as of the applicable year-end compared against the prior year-end; plus |

  115. RECONCILIATION OF SUMMARY COMPENSATION TABLE TOTAL TO Compensation Actually Paid (“CAP”) TOTAL

    | c. | for any awards granted in the applicable year that vested during the applicable year, the value as of the vesting date; plus |

  116. RECONCILIATION OF SUMMARY COMPENSATION TABLE TOTAL TO Compensation Actually Paid (“CAP”) TOTAL

    | d. | for awards granted in prior years that vested during the applicable year, the change in value as of the vesting date compared against the prior year-end; minus |

  117. RECONCILIATION OF SUMMARY COMPENSATION TABLE TOTAL TO Compensation Actually Paid (“CAP”) TOTAL

    | e. | for awards granted in prior years that were forfeited during the applicable year, the value as of the prior year-end. |

  118. RECONCILIATION OF SUMMARY COMPENSATION TABLE TOTAL TO Compensation Actually Paid (“CAP”) TOTAL

    | | (a) | (b) | (c) | (d) | (e) | | | Non-PEO | | | | | Average | | | NEO's | | | | Year over Year | Fair Value at | | | | | | Average | Average Change | the End of the | | | | | Year over Year | Fair Value as | in Fair Value | Prior Year of | | | | | Average Change | of Vesting Date | of Equity | Equity Awards | Total | | | Average | in Fair Value | of Equity | Awards Granted | that Failed to | Average | | | Year End Fair | of Outstanding | Awards Granted | in Prior Years | Meet Vesting | Equity | | | Value of | and Unvested | and Vested in | that Vested in | Conditions | Award | | Year | Equity Awards | Equity Awards | the Year | the Year | in the Year | Adjustments | | 2026 | 3,515,351 | (282,046) | — | (137,121) | — | 3,096,183 | | 2025 | 2,322,037 | (1,598,092) | — | (83,274) | — | 640,672 | | 2024 | 2,792,521 | 1,504,330 | — | 415,650 | — | 4,712,501 | | 2023 | 448,751 | (1,939,445) | — | (44,906) | — | (1,535,600) | | 2022 | 1,411,940 | 294,826 | 1,113,980 | 239,867 | — | 3,060,612 |

  119. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The annual cash retainer paid to our Non-Employee Directors for service as a director of G-III is $75,000. In addition, members of the Audit and Compensation Committees receive an annual retainer of $10,000 and members of the Nominating and Corporate Governance Committee receive an annual retainer of $7,000. Additional annual fees paid to Non-Employee Directors are as follows:

  120. DIRECTOR COMPENSATION

    | Role | Annual Fee | | Lead Independent Director | $30,000 | | Chair of the Audit Committee | $20,000 | | Chair of the Compensation Committee | $20,000 | | Chair of the Nominating and Corporate Governance Committee | $6,000 |

  121. DIRECTOR COMPENSATION

    The Compensation Committee has a policy to make an annual grant to non-employee directors of RSUs valued at $130,000. The Lead Independent Director receives an additional annual grant of RSUs valued at $50,000, the Chair of the Audit Committee receives an additional annual grant of RSUs valued at $25,000 and the Chair of the Nominating and Corporate Governance Committee receives an additional annual grant of RSUs valued at $15,000. Grants made prior to the 2023 Annual Meeting vested over a period of three years. Grants made beginning with the 2023 Annual Meeting vest on the first anniversary of the date of the Annual Meeting. All of these RSU grants are subject to the election of each person as a director at the Annual Meeting.

  122. FISCAL 2026 DIRECTOR COMPENSATION TABLE

    FISCAL 2026 DIRECTOR COMPENSATION TABLE Set forth below is a table presenting compensation information with respect to each person who served as a Director for all or part of the fiscal year ended January 31, 2026, other than Morris Goldfarb, Sammy Aaron and Jeffrey Goldfarb. None of Morris Goldfarb, Sammy Aaron or Jeffrey Goldfarb receives any compensation for his services as a director, because each of them serves as and is compensated as an executive officer. Compensation information for Morris Goldfarb, Sammy Aaron and Jeffrey Goldfarb is reported in the Fiscal 2026 Summary Compensation Table appearing elsewhere in this Proxy Statement.

  123. FISCAL 2026 DIRECTOR COMPENSATION TABLE

    | | Fees Earned or | Stock | Option | All Other | | | Name | Paid in Cash ($)(1) | Awards ($) (2) | Awards ($) | Compensation ($) | Total ($) | | Thomas J. Brosig | 98,000 | 144,989(3) | — | — | 242,989 | | Dr. Joyce F. Brown | 82,000 | 129,986(3) | — | — | 211,986 | | Victor Herrero | 85,000 | 129,986(3) | — | — | 214,986 | | Robert L. Johnson (4) | 82,000 | 129,986(3) | — | — | 211,986 | | Patti H. Ongman | 85,000 | 129,986(3) | — | — | 214,986 | | Laura Pomerantz (5) | 85,000 | 129,986(3) | — | — | 214,986 | | Michael Shaffer | 105,000 | 154,998(3) | — | — | 259,998 | | Cheryl Vitali | 82,000 | 129,986(3) | — | — | 211,986 | | Richard White | 152,000 | 179,988(3) | — | — | 331,988 | | Andrew Yaeger | 85,000 | 129,986(3) | — | — | 214,986 |

  124. FISCAL 2026 DIRECTOR COMPENSATION TABLE

    | (1) The amount indicated includes the annual cash retainer for directors, annual cash retainers to members of the Audit, Compensation and Nominating and Corporate Governance Committees and annual payments to the Lead Independent Director and chairs of committees. |

  125. FISCAL 2026 DIRECTOR COMPENSATION TABLE

    | (2) At January 31, 2026, the directors named in the table above held unvested RSUs as follows: Thomas Brosig, 6,823 RSUs; Dr. Joyce F. Brown, 6,117 RSUs; Victor Herrero, 6,117 RSUs; Robert L. Johnson, 6,117 RSUs; Patti Ongman, 6,117 RSUs; Laura Pomerantz, 6,117 RSUs; Michael Shaffer, 7,294 RSUs; Cheryl Vitali, 6,117 RSUs; Richard White, 8,470 RSUs; and Andrew Yaeger, 6,117 RSUs. |

  126. FISCAL 2026 DIRECTOR COMPENSATION TABLE

    | (3) In fiscal 2026, our Compensation Committee granted each of our non-employee directors then serving on the Board (Thomas Brosig, Dr. Joyce F. Brown, Victor Herrero, Robert L. Johnson, Patti Ongman, Laura Pomerantz, Michael Shaffer, Cheryl Vitali, Richard White and Andrew Yaeger) RSUs that enable each of them to receive up to 6,117 shares of our Common Stock, subject to satisfaction of specified conditions. In addition, our Compensation Committee granted an additional 2,353 RSUs to Richard White in recognition of his service as Lead Independent Director, an additional 1,177 RSUs to Michael Shaffer in recognition of his service as Chair of the Audit Committee and an additional 706 RSUs to Thomas J. Brosig in recognition of his service as Chair of the Nominating and Corporate Governance Committee. All of these awards became effective after each director’s election to the Board at the 2025 Annual Meeting and vest on the first anniversary of the date of the 2025 Annual Meeting. The dollar value of these stock awards is based on the closing price per share of our Common Stock on the date of the 2025 Annual Meeting, which constitutes the grant date fair value computed in accordance with ASC 718. For a discussion of valuation assumptions, see Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended January 31, 2026. |

  127. FISCAL 2026 DIRECTOR COMPENSATION TABLE

    | (4) Robert L. Johnson has decided not to stand for reelection at the 2026 Annual Meeting. |

  128. FISCAL 2026 DIRECTOR COMPENSATION TABLE

    | (5) Laura Pomerantz has decided not to stand for reelection at the 2026 Annual Meeting. |

  129. FISCAL 2026 DIRECTOR COMPENSATION TABLE

    Eleven directors are to be elected at the Annual Meeting. Unless otherwise specified, the enclosed proxy will be voted in favor of the eleven persons named below to serve until the next Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified. If any of these nominees becomes unavailable for any reason, or if a vacancy should occur before the election, the shares represented by your proxy will be voted for the person, if any, who is designated by the Board of Directors to replace the nominee or to fill the vacancy on the Board. All of the nominees listed below have consented to be named as such and have indicated their intent to serve if elected. The Board of Directors has no reason to believe that any of the nominees will be unable to serve or that any vacancy on the Board of Directors will occur. Set forth below is information provided by each director and director nominee with respect to that person’s age, all positions held, principal occupation and business experience for the past five years and the names of other publicly-held companies of which the director currently serves as a director or has served as a director during the past five years. We also provide information regarding each nominee’s specific experience, qualifications, attributes or skills that led our Board to the conclusion that the nominee should serve as a director.

  130. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  131. DIRECTOR NOMINEES

    | MORRIS GOLDFARB Chairman of the Board and Chief Executive Officer, G-III | Age: 75 Director since: 1974 Committees: • None | Morris Goldfarb has served as an executive officer of G-III and our predecessors since our formation in 1974. Qualifications Morris Goldfarb has significant knowledge of all facets of our company. His long history with G-III, combined with his leadership skills and operating experience, makes him particularly well-suited to be our Chairman and serve on our Board. | | SAMMY AARON Vice Chairman and President, G-III | Age: 66 Director since: 2005 Committees: • None | Sammy Aaron has served as Vice Chairman of G-III since our acquisition of J. Percy for Marvin Richards Ltd. in July 2005 and President since September 2016. Qualifications Sammy Aaron has over 35 years of experience and expertise in the apparel industry, as well as a broad working knowledge of our company, enabling him to make significant contributions to our Board. | | THOMAS J. BROSIG Owner and Chief Financial Officer, McMurphy Homes, LLC Independent | Age: 76 Director since: 1992 Committees: • Compensation • Nominating and Corporate Governance | Thomas J. Brosig is currently an owner and Chief Financial Officer of McMurphy Homes, LLC, a residential home building contractor in Mississippi. From January 2017 until June 2020, Thomas J. Brosig was President of Nikki Beach Worldwide and President and Chief Executive Officer of Penrod’s Restaurant Group. From 2013 to 2016, Thomas J. Brosig was a strategic business consultant. Thomas J. Brosig was Chief Executive Officer of MVB Holdings LLC from December 2011 until November 2012. Thomas J. Brosig was a consultant in the gaming and hospitality industries from 2003 to 2011. From January 1999 through February 2003, he served as Senior Vice-President for Park Place Entertainment. He served as a director of Griffon Corporation from 2015 to 2023. Qualifications Thomas J. Brosig is an experienced business executive whose leadership roles in the past at other public companies provide him with insight and perspective as a member of our Board. |

  132. DIRECTOR NOMINEES

    | DR. JOYCE F. BROWN President, Fashion Institute of Technology Independent | Age: 79 Director since: 2023 Committees: • Nominating and Corporate Governance | Dr. Joyce F. Brown has been President of Fashion Institute of Technology (FIT) since 1998. She has over 40 years’ experience in public higher education. Before her position at FIT, she held a number of senior administrative posts at City University of New York (CUNY), including acting president of Bernard Baruch College and vice chancellor of the university. She was professor of counseling psychology at the Graduate School and University Center of CUNY, where she is currently a professor emerita. Dr. Brown also served as a New York City deputy mayor for public and community affairs during the David Dinkins administration. Dr. Brown also serves as president of The FIT Foundation, an advisory and support body to FIT. She served as a director of Ralph Lauren Corporation from 2001 to 2020. Qualifications Dr. Brown has had a long and distinguished career as a leader of a premier institution involved in the fashion and apparel industries and brings her expertise and experience to the benefit of our Board. | | JEFFREY GOLDFARB Executive Vice President, G-III | Age: 49 Director since: 2009 Committees: • None | Jeffrey Goldfarb has been our Executive Vice President since June 2016. From 2004 to June 2016, Jeffrey Goldfarb served as our Director of Business Development. He has been employed full-time by G-III in several other capacities since 2002. Jeffrey Goldfarb is also licensed as an attorney. Qualifications Jeffrey Goldfarb has worked in a variety of positions at G-III that provide him with a broad knowledge of our business and the ability to provide significant input to our Board with respect to operational matters. |

  133. DIRECTOR NOMINEES

    | VICTOR HERRERO Co-Chief Executive Officer, Viva Goods Company Limited Independent | Age: 57 Director since: 2019 Committees: • Audit | Victor Herrero was appointed Co-Chief Executive Officer of Viva Goods Company Limited in June 2025, Victor Herrero was Chief Executive Officer and Director of Lovisa Holdings, Ltd, an Australian public company engaged in the retail sale of fashion jewelry and accessories, from October 2021 through May 2025. Victor Herrero was Chief Executive Officer and Executive Chairman of Clarks, an international shoe manufacturer and retailer from March 2021 to October 2021. Victor Herrero was Chief Executive Officer and a Director of Guess?, Inc., the global lifestyle brand, from August 2015 to February 2019. Prior to joining Guess?, starting in 2003, he spent more than 12 years at Inditex Group, a large fashion retailer with brands including Zara, Massimo Dutti, Pull & Bear, Bershka, and Stradivarius, holding several senior executive roles. Victor Herrero also currently serves on the board of directors of (i) Maisons du Monde, a Euronext Paris listed public company in France, and (ii) Viva Goods Company Limited, a Hong Kong exchange public company in Hong Kong. Victor Herrero served on the board of directors of Clarks from 2019 to 2021 and Global Fashion Group, a Xetra-listed company in Germany, from 2019 to 2023. Qualifications Victor Herrero’s extensive business experience in Europe and Asia, two of the areas in which we are expanding our business, and his experience and operational knowledge in the retail and apparel industries are of great value to us. | | PATTI H. ONGMAN Independent Retail Consultant and Former Chief Merchandising Officer - Macy’s Independent | Age: 70 Director since: 2022 Committees: • Compensation | Patti H. Ongman is an independent retail consultant and serves as an external advisor to a leading international consulting company. Patti H. Ongman served in various capacities with Macy’s Inc. from 1979 until her retirement from Macy’s in February 2021. Most recently she served as Chief Merchandising Officer for Macy’s from January 2019 to February 2021 where she led Macy’s merchandising strategy including merchandise planning, financial planning, product development and pricing. She was also involved in the combination of retail stores with the digital business at Macy’s. Prior to that, she served in several leadership roles within Macy’s including Chief Planning Officer, Executive Vice President of Omni Channel Strategy, Regional Director of Stores, and various other merchandising roles. She is a director of New Yorkers for Children (NYFC), where she serves on the Audit Committee. NYFC ensures and protects the safety and well-being of NYC’s children, with a focus on youth transitioning out of foster care. Qualifications Patti H. Ongman’s extensive omni-channel retail operations experience, along with her merchandising, financial planning and product development experience, provides valuable insight and perspectives to our Board. |

  134. DIRECTOR NOMINEES

    | MICHAEL SHAFFER Retired Executive Vice President, Chief Operating and Financial Officer, PVH Corp. Independent | Age: 63 Director since: 2023 Committees: • Audit Financial Expert Other Current Public Company Boards: • Torrid Holdings Inc. | Michael Shaffer is currently retired. Michael Shaffer was Executive Vice President, Chief Operating and Financial Officer of PVH Corp. from May 2006 to October 2021 where he oversaw the retail division, treasury, corporate finance, information technology and logistics services. Michael Shaffer joined PVH Corp. in 1990 and held numerous positions in its wholesale and retail divisions. Prior to joining PVH Corp., Michael Shaffer served as a Senior Auditor at Deloitte & Touche LLP. He has more than 30 years of diverse financial management and executive leadership experience in the apparel and financial industries. Michael Shaffer is currently a director of Torrid Holdings Inc. (NYSE: CURV). Michael Shaffer served on the Board of Directors of (i) The Children’s Place from 2023 through 2024 and (ii) Build-A-Bear Workshops from 2014 through 2019. Qualifications Michael Shaffer’s extensive knowledge and experience in both financial and business operations in the retail and apparel industries is of great value to us. | | CHERYL VITALI Retired Global President, L’Oreal’s American Luxury Brands Independent | Age: 65 Director since: 2011 Committees: • Nominating and Corporate Governance | Cheryl Vitali is currently retired. Cheryl Vitali was employed by L’Oréal for 22 years and served in various capacities. She was Global President of L’Oréal’s American Luxury Brands from 2020 to 2023 overseeing the global brand equity and brand strategy for Kiehl’s, Urban Decay, IT Cosmetics and Clarisonic. Prior to that, she was the General Manager for the Kiehl’s Worldwide division of L’Oréal for ten years. Other positions with L’Oréal included serving as Senior Vice President-Marketing for the Lancôme brand from 2009 to 2010 and for the Maybelline New York/Garnier brand from 2003 to 2009. Prior to L’Oréal, she held various executive positions with Revlon Consumer Products Company, a cosmetics and beauty care company, and Procter and Gamble. Cheryl Vitali served on the Board of Directors of (i) Wilsons Leather from 2000 through 2024 and (ii) Autism Speaks from 2018 through 2023. Qualifications Cheryl Vitali is an experienced business executive with significant retail, marketing and consumer product and branding expertise that is of great benefit to our Board. |

  135. DIRECTOR NOMINEES

    | RICHARD WHITE Chief Executive Officer, Aeolus Capital Group LLC Independent | Age: 72 Director since: 2003 Committees: • Audit • Compensation • Nominating and Corporate Governance Financial Expert Lead Independent Director | Richard White has been Chief Executive Officer of Aeolus Capital Group LLC, a financial and strategic management advisory firm, since May 2017. From June 2004 until April 2017, Richard White was a Managing Director and head of the Private Equity and Special Investments Department of Oppenheimer & Co. Inc. From 2002 to June 2004, he served as President of Aeolus Capital Group LLC. From 1997 until 2002, he was a Managing Director at CIBC Capital Partners, an affiliate of CIBC World Markets, the successor to Oppenheimer & Co., Inc. by acquisition. From 1985 until 1997, Richard White was a Managing Director of and a General Partner in Oppenheimer & Co., Inc., the predecessor firm to CIBC World Markets. From 2004 until May 2020, Richard White was a director of Escalade Inc., a manufacturer, importer and distributor of sporting goods. From 2017 to February 2023, Richard White served as a director of PARTS iD, Inc., formerly Legacy Acquisition Corp. Richard White previously served as a director of G-III from November 1991 to July 1993. Qualifications Richard White has been a high-level participant in private equity investing and investment banking and finance area for his entire business career. His understanding of strategic planning, acquisitions and the capital markets, as well as the apparel industry, enable him to make significant contributions to our Board. Richard White is also a Certified Public Accountant. | | ANDREW YAEGER Global Head of Strategic Equity Transactions Group, Jefferies Financial Group Inc. Independent | Age: 48 Director since: 2023 Committees: • Audit Financial Expert | Andrew Yaeger has been the Global Head of Jefferies’ Strategic Equity Transactions Group since 2021. From 2004 until 2021, Andrew Yaeger held various leadership roles within Deutsche Bank, including Global Head of the Strategic Equity Transactions Group. Prior to that position, he held key positions in the Equity Capital Markets group of Deutsche Bank in the U.S., as well as in their Structuring Group that worked across equity, credit, interest rates and foreign currencies. Prior to Deutsche Bank, he worked at Bear Stearns in investment banking and derivatives for five years. Qualifications Andrew Yaeger’s extensive knowledge and experience in capital markets, strategic transactions and financing is of great value to us. |

  136. DIRECTOR NOMINEES

    Committee Chair Morris Goldfarb and Jeffrey Goldfarb are father and son, respectively.

  137. DIRECTOR NOMINEES

    | | | | | The Board of Directors deems the election as directors of the eleven nominees listed above to be in the best interests of G-III and our stockholders and recommends a vote FOR their election. |