DEF 14A of Movado Group Inc, May 9, 2024

DEF 14A of Movado Group Inc

Filed May 9, 2024 · FY20240001140361-24-025184

Open on EDGAR

  1. Election of Directors

    Election of Directors Directors hold office until the next annual meeting of shareholders and until the election and qualification of their successors. Under the Company’s by-laws, the Board of Directors can change the number of directors comprising the entire Board of Directors so long as the number is not less than three. The Board of Directors currently consists of eight directors, including four Caucasian males, one Caucasian female, two Hispanic males and one Black female. All of the nominees are members of the present Board of Directors. If any nominee for election to the Board of Directors should be unable to accept nomination or election as a director, which is not expected, your proxy may be voted for a substitute or substitutes designated by the Board of Directors or the number of directors constituting the Board of Directors may be reduced in accordance with the Company’s by-laws. Directors will be elected by the holders of a plurality of the voting power present in person or represented by proxy and entitled to vote. Abstentions will not be counted for purposes of the election of directors.

  2. Election of Directors

    | The Board of Directors recommends that shareholders vote FOR the election of the nominees listed below. |

  3. Election of Directors

    | Name | Age | Director Since | Position | | Peter A. Bridgman | 72 | 2014 | Director and Audit Committee Chair | | Alex Grinberg | 61 | 2011 | Senior Vice President Customer Experience; Director | | Efraim Grinberg | 66 | 1988 | Chair of the Board of Directors and Chief Executive Officer; Director | | Alan H. Howard | 64 | 1997 | Lead Director and Compensation and Human Capital Committee Chair | | Richard Isserman | 89 | 2005 | Director | | Ann Kirschner | 73 | 2019 | Director and Nominating, Governance and Corporate Responsibility Committee Chair | | Maya Peterson | 44 | 2022 | Director | | Stephen Sadove | 72 | 2018 | Director |

  4. Election of Directors

    Except for Efraim Grinberg and Alex Grinberg, who are brothers, there are no family relationships between any of the Company’s directors. There are no arrangements between any director and any other person pursuant to which any of them was elected a director.

  5. Election of Directors

    | Peter A. Bridgman | Director and Audit Committee Chair | Age: 72 | Director since: 2014 Peter A. Bridgman served as Senior Vice President and General Auditor at PepsiCo Inc. before his election to the Board of Directors of the Company in February 2014. From 2000 to 2011, Mr. Bridgman was SVP and Controller at PepsiCo Inc., during which time he led the financial reporting and control functions for the $67 billion global consumer products company, ensuring best practice governance and regulatory compliance around the world. From 1992 to 2000, Mr. Bridgman served as SVP and Controller of Pepsi Bottling Group and from 1985 to 1992, he held positions of increasing responsibility at Pepsi International. Prior to that, Mr. Bridgman spent 12 years at KPMG where he had global client audit responsibilities. Mr. Bridgman served on the board of Alltel Corporation, a $10 billion wireless provider acquired by Verizon in 2009, and Pepsi Bottling Ventures, an $800 million private beverage manufacturer. He received a B.S. in Economics and Accounting from Bristol University in England, and is both a Certified Public Accountant in the United States and a Chartered Accountant in England. Mr. Bridgman’s extensive experience in financial reporting and internal control and his background in public accounting qualify him for service on our Board of Directors and provide the Board of Directors with additional expertise in these areas. |

  6. Election of Directors

    | Alex Grinberg | Senior Vice President Customer Experience; Director | Director Age: 61 | Director Since: 2011 Alex Grinberg joined the Company in December 1994 as a territory manager for the Movado brand and was promoted to Vice President of International Sales for the Concord brand in June 1996. From February 1999 through October 2001 he was stationed in Asia, developing Movado Group brands in Hong Kong and Japan. Beginning in November 2001 he held a number of positions of increasing responsibility within the Concord brand in the United States until November 2010, when he was appointed Senior Vice President of Customer/Consumer Centric Initiatives. In 2020, Mr. Grinberg was appointed Senior Vice President of Customer Experience with responsibility for developing and implementing strategies to improve customer experience and recommending best practices to ensure that Company decisions align with our customers’ needs. Mr. A. Grinberg’s many years with the Company, during which time he has held a number of positions in sales and brand management, and his international experience, make him well qualified for service on the Board of Directors. |

  7. Election of Directors

    | Efraim Grinberg | Chair of the Board of Directors and Chief Executive Officer; Director | Age: 66 | Director since: 1988 Efraim Grinberg has served as Chair of the Board of Directors and the Company’s Chief Executive Officer since 2009. Mr. E. Grinberg’s more than three decades of experience in the watch industry and in a variety of positions at the Company during this period of its growth provides him with extensive knowledge of the Company’s brands, markets, competitors, customers and other aspects of its business and the industry as a whole and qualifies him for service on the Board of Directors. Additional biographical information regarding Mr. E. Grinberg can be found under “Executive Officers,” below. |

  8. Election of Directors

    | Alan Howard | Lead Director and Compensation and Human Capital Committee Chair | Age: 64 | Director since: 1997 Alan Howard is the Managing Partner of Heathcote Advisors LLC, which he formed in March 2008 and which provides financial advisory services as well as makes principal investments. Since April 2022, Mr. Howard has served on the board of directors of New England Expert Technologies Corporation, a privately held company that manufactures complicated, close tolerance parts and assemblies, where he also serves on the board’s compensation committee. Since April 2018, Mr. Howard has served on one of the group boards of directors of the BNY Mellon Family of Funds (formerly The Dreyfus Family of Funds) for a number of equity, fixed income and derivative funds managed by investment advisor BNY Mellon Investments, where he also serves as chair of the audit committee and a member of the compensation and governance committees. From March 2020 through April 2021, Mr. Howard also served on the board of directors of Diamond Offshore Drilling (NYSE: DO), a global provider of contract drilling services to the energy industry, where he also served as Lead Director and chair of the audit committee as well as a member of the executive and finance committees. From 2012 through 2019, Mr. Howard was a member of the board of directors of Dynatech/MPX Holdings LLC, a global supplier and service provider of U.S. military aircraft parts, and held executive positions with that company and its subsidiaries. From 2008 through 2010 he was Managing Partner of advisory firm S3 Strategic Advisors LLC. From June 2006 through July 2007, Mr. Howard was a Managing Director of Greenbriar Equity Group LLC, a private equity firm. Prior to June 2006, Mr. Howard was a Managing Director of Credit Suisse First Boston LLC, an international financial services firm which he joined in 1985. Mr. Howard’s broad experience in corporate governance, organizational management and investment banking make him well qualified for service on the Board of Directors. |

  9. Election of Directors

    | Richard Isserman | Director | Age: 89 | Director since: 2005 Richard Isserman had a distinguished career of nearly 40 years with KPMG LLP and, for 26 years, served as Audit Partner in KPMG’s New York office. He also led KPMG’s real estate audit practice in New York and was a member of the firm’s SEC Reviewing Partner’s Committee. Mr. Isserman retired from KPMG in June 1995. He is a licensed New York State CPA. Based on his years of demonstrated leadership in the field of public accounting, Mr. Isserman provides our Board of Directors with in-depth knowledge and experience in financial, accounting and risk management issues. |

  10. Election of Directors

    | Ann Kirschner | Director and Nominating, Governance and Corporate Responsibility Committee Chair | Age: 73 | Director since: 2019 Ann Kirschner is an educator, consultant, and writer. Since 2006 she has been associated with The City University of New York, where she currently serves as interim president of Hunter College, having previously served as Dean of Macaulay Honors College, and Strategic Advisor to the Chancellor. Ms. Kirschner is also President and Founder of Comma Communications, which provides advisory services for institutions and organizations focused on innovation in media, technology and education. A pioneer in digital technology and media and a veteran of four start-ups in cable, satellite, and online, she was the first digital strategist for the National Football League, where she launched NFL.COM and NFL SUNDAY TICKET. Ms. Kirschner serves on the board of Strategic Cyber Ventures and on the management committee of Arizona State University’s EdPlus and Learning Enterprise. She is a trustee of the Paul and Daisy Soros Foundation, Footsteps and nycFIRST; co-chair of the Princeton University Graduate School Leadership Council; a former trustee of Princeton University; and a member of the advisory boards of Chegg, ShortTok and WorldQuant University. Ms. Kirschner’s extensive experience in education and digital technology adds an important perspective to the Board as the Company continues to invest in online marketing and technology and makes her well qualified for service on the Board of Directors. |

  11. Election of Directors

    | Maya Peterson | Director | Age: 44 | Director since: 2022 Maya Peterson currently serves as Vice President, Insights & Strategy at Universal Music Group for Brands. Additionally, she serves as a Senior Advisor to Influence Change, a nonpartisan organization focused on civic participation. She has held both of these positions since 2020. From 2013 through 2020, Ms. Peterson held senior marketing positions at Viacom CBS, and before that held brand and marketing roles at several other consumer products and services companies. Since 2021, Ms. Peterson has served as an Advisory Board Member for Good Information, Inc. and since 2018 as a Youth Solutions Advisory Council Member for the YMCA Global Alliance. Ms. Peterson has received various awards for her marketing expertise and ability to influence through media. Her media and marketing experience and proven ability to research and leverage consumer insights and attract millennial and GenZ consumers make her well qualified to serve on the Board of Directors. |

  12. Election of Directors

    | Stephen Sadove | Director | Age: 72 | Director since: 2018 Stephen Sadove has served as a founding partner of JW Levin Management Partners LLC, a private management and investment firm, since 2015. Mr. Sadove has also served since 2014 as principal of Stephen Sadove and Associates, which provides consulting services to retail and non-retail clients. From 2007 until 2013, Mr. Sadove served as Chair and Chief Executive Officer of Saks Incorporated, having previously served Saks in the roles of Vice Chair, Chief Operating Officer and Chief Executive Officer. Prior to his tenure with Saks, Mr. Sadove served Bristol-Myers Squibb Company (NYSE: BMY) from 1991 until 2001, most recently as Senior Vice President of Bristol-Myers Squibb and President, Worldwide Beauty Care. Mr. Sadove currently serves on the board of directors of Colgate-Palmolive Company (NYSE: CL); Aramark (NYSE: ARMK), where he serves as Chair of the Board; and Park Hotels and Resorts Inc. (NYSE: PK), where he serves as the Lead Independent Director. Mr. Sadove served on the board of directors of J.C. Penney Company, Inc. (NYSE: JCP) until May 2016 and Ruby Tuesday, Inc. (NYSE: RT) until December 2017. He currently serves as Chairman Emeritus of the board of trustees of Hamilton College. Mr. Sadove’s operations and leadership expertise, extensive marketing experience at retail and consumer-products companies, and significant public company directorship experience make him well qualified to serve on the Board of Directors. |

  13. Shareholder Engagement

    Shareholder Engagement The Compensation and Human Capital Committee (as used in this Compensation Discussion and Analysis, the “Committee”) actively solicits and considers feedback from shareholders regarding the Company’s executive compensation programs. In the spring of 2022 and in March 2023, we held discussions regarding corporate governance and compensation matters with several of our largest shareholders. During the discussions, the shareholders expressed a preference for long-term incentive programs with vesting conditions tied to financial performance over a multi-year period, although the shareholders were not prescriptive as to program structure. Taking into account the feedback received from shareholders and the review conducted by Meridian, the Committee revised the Company’s long-term incentive executive compensation program for fiscal 2024 to replace stock options with performance-based restricted stock units. The Committee intends to continue this structure in future years. The Committee also increased the CEO’s target equity grant value for fiscal 2024, with the majority of the increase in the form of the new PSUs. Based on shareholder input, the Committee also capped payouts under the Company’s fiscal 2024 Annual Incentive Compensation Plan at 200%. At the 2023 annual meeting, approximately 98% of the votes represented and 99% of the votes cast voted in favor of our shareholders’ advisory vote on executive compensation. In addition, more than 98% of the votes cast at our 2023 annual meeting expressed a preference for annual advisory votes on executive compensation. In accordance with the shareholders’ stated preference, the Board of Directors decided that such future advisory votes would be submitted to shareholders every year. Shareholders are invited to express their views to the Board of Directors regarding executive compensation generally as well as on other matters as described in this proxy statement under the heading “Communications with the Board of Directors.”

  14. Compensation Objectives

    Compensation Objectives The fundamental purpose served by every compensation recommendation made by the Company and approved by the Committee is to appropriately reward, motivate, retain and attract a group of highly qualified individuals who contribute to the Company’s continued success, with the ultimate objective of enhancing shareholder value. The three most significant elements of compensation used by the Company in developing specific compensation packages offered to its executives and management level employees generally are: (1) base salary, (2) annual incentive cash bonuses, and (3) long-term equity compensation. Of these, annual incentive cash bonuses and equity compensation vary with performance, are closely linked to the creation of long-term shareholder value and, as such, most closely align executives’ interests with those of the Company’s shareholders. The Company and the Committee believe that the most effective executive compensation programs are those designed to reward the achievement of specific strategic and financial goals set by the Company and those that are closely linked to the creation of long-term shareholder value; therefore, a significant portion of the total compensation that may be earned by the NEOs is determined by these performance-based elements.

  15. Compensation Objectives

    | (2) As explained in prior proxy statements, by the time the fiscal 2021 bonus program was established in late March 2020, COVID-19 had been declared a pandemic and the Committee recognized that its impact on operating profit could not be quantified, that the adjusted operating profit target of $60 million was likely unattainable, and that any bonus for fiscal 2021 would be at the Committee’s discretion. The Committee ultimately awarded a partial bonus in light of the decisive actions taken by management and the significant financial and strategic achievements realized despite the pandemic. |

  16. Fiscal 2024 Executive Compensation Components

    | • | performance-based annual incentive compensation; |

  17. Fiscal 2024 Executive Compensation Components

    | • | equity incentive compensation; |

  18. Base Salary

    | • | market data with respect to average merit and cost of living increases for similar positions; |

  19. Performance-Based Annual Incentive Compensation – Structure

    Performance-Based Annual Incentive Compensation – Structure The Company’s annual performance-based incentive compensation program is governed by the Annual Incentive Compensation Plan, in which all bonus-eligible employees (including the NEOs) participate. This plan is designed to tie a significant portion of participants’ annual cash compensation to the Company’s annual financial performance. For fiscal 2024, the Committee set the target annual incentive payments for the CEO at 150% of his base salary; for Ms. DeMarsilis at 75% of her base salary; for Mr. Soltani at 75% of his base salary; and for Mr. Sussis at 50% of his base salary. These percentages were unchanged from fiscal 2023, except that Mr. Sussis’ target was increased by 10% of base salary. Ms. Kennedy’s target AICP payment was set at 50% of base salary when she joined the Company in May 2023. The Committee determines the target bonus for each NEO by exercising its judgment of what an appropriate percentage is, informed by a consideration of such person’s total compensation compared to target bonus levels and total compensation payable to other executive officers in other positions within the Company and relative to similar executive positions in the competitive marketplace. In determining the annual cash incentive to be paid to each NEO, the Committee assesses the extent of achievement of the financial performance target(s) and each NEO’s individual performance. In fiscal 2024, the Committee established adjusted operating income of $85 million as the target for 100% bonus pool funding for all bonus-eligible employees. The Committee also established threshold and maximum levels of adjusted operating income performance of $65 million and $105 million, respectively. Under the program, NEOs would be eligible for a bonus payout of between 50% and 100% of the target payout for adjusted operating income performance between the threshold and target levels, a bonus payout of between 100% and 150% for performance between the target and maximum levels, and a bonus payout of between 150% and 200% for performance in excess of the maximum level. In addition to financial performance and the overall level of bonus pool funding, the Committee also considers individual performance in determining the amount of each NEO’s bonus payment under the Annual Incentive Compensation Plan. There is no specific relative weight given by the Committee to the financial performance of the Company as compared to the individual performance of any NEO. The Committee determines the amount of each NEO’s annual incentive payment regardless of the extent to which any of the performance criteria (individual or corporate) are met. However, the Committee does, in practice, take into account these criteria, including individual performance. In considering individual performance, the Committee is briefed by, and relies on a general summary assessment and recommendation provided by, the Company’s CEO and/or Chief Human Resources Officer relative to the performance of the NEOs (other than the CEO). That summary assessment and recommendation addresses the individual performance goals of the NEO as well as his or her overall performance. when it considers the individual performance of the CEO in determining the annual incentive payment to be made to him, the Committee considers the CEO’s individual performance goals, the performance of the business viewed holistically and the economic context relevant to the performance.

  20. Performance-Based Annual Incentive Compensation – Fiscal 2024 Payouts

    Performance-Based Annual Incentive Compensation – Fiscal 2024 Payouts In determining the AICP payouts for fiscal 2024, the Committee started its analysis by reviewing adjusted operating income performance relative to the threshold, target and maximum performance levels established for the plan. Since actual fiscal year 2024 adjusted operating income performance fell $8.2 million short of the $65 million threshold level, the Committee determined that no payments would be made to any of the NEOs under the fiscal 2024 AICP, regardless of their individual performance and despite strong operating cash flow performance.

  21. Equity Incentive Compensation

    Equity Incentive Compensation Stock ownership is a key element of the Company’s compensation program for the NEOs and senior management generally, as well as mid-level managers throughout the Company. Under the Stock Plan, the Committee may grant participants shares of the Company’s Common Stock, restricted stock, share units, stock options, stock appreciation rights, performance units and/or performance bonuses. In granting these awards, the Committee may establish any conditions or restrictions it deems appropriate. All grants made by the Committee under the Stock Plan since its inception have been in the form of stock options, time-vesting restricted stock unit awards (pursuant to which unrestricted shares of Common Stock are issued to the grantee when the award vests) or performance-based stock unit awards (under which vesting occurs only if one or more predetermined financial goals are achieved within the relevant performance period). The Committee believes that all of these equity awards align the interests of executives with the creation of long-term value for our shareholders and that each of these equity awards has particular attributes that align compensation outcomes with Company performance. The Committee views these equity awards as useful retention tools to the extent that vesting only occurs after a period of several years and are also an effective means of encouraging award recipients to focus on enhancing shareholder value over the long term by directly aligning the recipient’s financial interests with the interests of the Company’s shareholders. However, although the Stock Plan allows for the grant of so-called “reload options,” the Committee has not granted reload options since 2001 and does not intend to grant reload options in the future. The Committee typically makes annual grants under the Stock Plan effective shortly after the release of the Company’s fourth quarter and year-end earnings results. For fiscal 2024, the Committee continued its practice of granting time-based restricted stock unit awards (“RSUs”) as part of the Company’s long-term incentive compensation program. However, after taking into account Meridian’s advice and feedback received from shareholders, the Committee revised the program for fiscal 2024 to replace the stock option component with two tranches of performance-based restricted stock units (“PSUs”). A description of the new PSUs is included above under “A Letter from the Chair of the Compensation and Human Capital Committee.” In addition, while keeping the CEO’s and most other NEOs’ salaries and target bonuses unchanged from fiscal 2023 levels, the Committee increased the CEO’s target equity grant value for fiscal 2024, with the majority of the increase coming in the form of the new PSUs. Both the RSUs and the PSUs cliff-vest three years from the grant date, with the actual number of shares earned under the PSUs being determined based on performance against established targets for net sales and net cash provided by operating activities over a three-year performance period. The CEO’s total equity grant was valued at approximately 287% of his target bonus, and each other NEO’s total equity grant was valued at 100% of his or her target bonus. Approximately 71% of the value of the CEO’s equity grant was made in the form of PSUs and approximately 29% was made in the form of RSUs. Approximately half the value of each other NEO’s equity grant was made in the form of PSUs and approximately half was made in the form of RSUs. In addition to her annual grant under the fiscal 2024 long-term incentive compensation program, Ms. Kennedy also received a sign-on grant of RSUs valued at $175,000, with such RSUs vesting ratably on each of the first three anniversaries of the grant date. All equity grants awarded to the NEOs during fiscal 2024 are reported below in the SUMMARY COMPENSATION TABLE FOR FISCAL 2024 and in the GRANTS OF PLAN-BASED AWARDS table.

  22. Retirement and Other Post-Employment Benefits

    Retirement and Other Post-Employment Benefits 401(k) Plan All employees in the United States, including the NEOs, are eligible to participate in the Company’s Employee Savings and Investment Plan (“401(k) Plan”), a tax-qualified defined contribution retirement savings plan that includes a Company matching contribution feature. Deferred Compensation Plan The NEOs and certain other executives selected by the Committee are eligible to participate in the Company’s Amended and Restated Deferred Compensation Plan for Executives (“DCP”). The DCP is designed to offer retirement benefits to the NEOs, senior management and key employees, consistent with overall market practices, to attract and retain the talent needed in the Company. Under the DCP, participants may defer amounts from their base salary and cash bonus (if any) annually, and the Company will credit to the account of each participant a matching contribution in an amount equal to one hundred percent of the compensation deferral, up to a maximum match equal to either 10% (for “Group I” participants) or 5% (for “Group II” participants) of the participant’s base salary. During fiscal 2024, Messrs. E. Grinberg and Soltani and Ms. DeMarsilis were Group I participants and Mr. Sussis and Ms. Kennedy were Group II participants. Twenty percent of the Company’s matching contribution is in the form of rights to receive Common Stock. All matching contributions vest ratably in annual installments over five years. The DCP also permits the Company to make discretionary contributions to any participant’s DCP account. Consistent with recent years (except for fiscal 2021, which was significantly impacted by the COVID-19 pandemic), the Committee exercised its discretion to supplement Mr. E. Grinberg’s matching contributions for fiscal 2024. Specifically, in March 2023, the Committee approved supplementary discretionary contributions such that the total Company contributions to the CEO’s DCP account amounted to $250,000 for fiscal 2024. Such supplemental contributions were made ratably over the balance of fiscal 2024. Eighty percent of such contributions were made in cash and the balance in rights to receive Common Stock, in each case vesting ratably in annual installments over five years. Participants may direct the investment of amounts in their DCP accounts (other than rights to receive Common Stock) among third-party investment funds that are made available to them under the plan. Those funds largely track the funds offered under the 401(k) Plan. Further information regarding the participation by the NEOs in the DCP is discussed in further detail under the heading “NONQUALIFIED DEFERRED COMPENSATION” below. Severance and Change of Control Agreements The Company does not have severance agreements with any of the NEOs. See POTENTIAL PAYMENTS ON TERMINATION OR CHANGE IN CONTROL, below, for a description of certain compensation plan benefits that apply in the event of a change in control of the Company or the death or disability of an NEO.

  23. Summary Compensation Table For Fiscal 2024

    Summary Compensation Table For Fiscal 2024 The following Summary Compensation Table sets forth information about the compensation paid in respect of fiscal 2024 by the Company to the CEO, the CFO and the three most highly compensated executive officers of the Company other than the CEO and the CFO who were serving as executive officers at January 31, 2024. The foregoing individuals are referred to in this proxy statement as the “named executive officers.”

  24. Summary Compensation Table For Fiscal 2024

    | (a) | (b) | (C) | (d) | (e) | (f) | (g) | (i) | (j) | | Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | | Efraim Grinberg, Chair and Chief Executive Officer | 2024 | 1,251,001 | — | 3,500,004 | — | — | 340,425(4) | 5,091,430 | | | 2023 | 1,250,001 | 1,593,750 | 937,496 | 937,503 | — | 344,126 | 5,062,875 | | | 2022 | 1,239,809 | — | 937,561 | 939,319 | 3,750,000 | 345,315 | 7,212,004 | | Sallie A. DeMarsilis, EVP, Chief Operating Officer & Chief Financial Officer | 2024 | 650,000 | — | 487,514 | — | — | 102,200(5) | 1,239,714 | | | 2023 | 643,770 | 414,375 | 243,760 | 243,743 | — | 99,463 | 1,645,111 | | | 2022 | 615,923 | — | 186,021 | 186,339 | 745,000 | 93,385 | 1,826,668 | | Behzad Soltani, EVP, Commercial President & Chief Technology Officer | 2024 | 600,000 | — | 449,978 | — | — | 72,000(6) | 1,121,978 | | | 2023 | 582,346 | 382,500 | 225,007 | 224,994 | — | 67,908 | 1,482,754 | | | 2022 | 511,942 | — | 154,534 | 154,780 | 620,000 | 58,369 | 1,499,625 | | Mitchell C. Sussis, SVP, General Counsel and Secretary | 2024 | 443,654 | — | 224,989 | — | — | 33,667(7) | 702,310 | | | 2023 | 416,262 | 151,200 | 83,992 | 84,002 | — | 30,723 | 766,180 | | | 2022 | 399,554 | — | 80,374 | 80,561 | 320,000 | 26,084 | 906,573 | | Michelle Kennedy, Chief Human Resources Officer(9) | 2024 | 398,077 | 275,000 | 399,996 | — | — | 23,574(8) | 1,096,647 |

  25. Summary Compensation Table For Fiscal 2024

    | (1) Salary amounts include amounts deferred at the election of the executive under the Company’s DCP and under the 401(k) Plan. Amounts deferred under the DCP are also shown in the NONQUALIFIED DEFERRED COMPENSATION TABLE. |

  26. Summary Compensation Table For Fiscal 2024

    | (2) Amounts shown under the “Stock Awards” column and the “Option Awards” column do not reflect compensation actually received by the NEOs. Instead, the dollar value of these awards represents the fair value of the awards on the date of grant calculated in accordance with FASB ASC Topic 718. Assumptions used in calculating these amounts are described in Note 16 to the Company’s audited financial statements for the fiscal year ended January 31, 2024, included in our Annual Report on Form 10-K filed with the SEC on March 26, 2024. The stock and option awards cliff-vest on the third anniversary of the grant date, except that $175,007 of Ms. Kennedy’s fiscal 2024 stock award was a sign-on grant that vests ratably over three years. The stock and option awards are not subject to any performance conditions other than the continued employment of the grantee, except for the fiscal 2024 PSUs, as described in greater detail in the STOCK BASED AWARDS table. |

  27. Summary Compensation Table For Fiscal 2024

    | (3) Represents the annual incentive payments under the Annual Incentive Compensation Plan. However, since the performance goals for fiscal 2023 were not achieved, the payments made under the Annual Incentive Compensation Plan for that year are considered discretionary cash bonus payments and are set forth in the “Bonus” column above. |

  28. Summary Compensation Table For Fiscal 2024

    | (4) Includes a taxable car allowance and automobile insurance reimbursement of $21,355. Includes $63,670 for premiums paid in respect of certain life insurance policies purchased for Mr. E. Grinberg by the Company. Under his arrangement with the Company, Mr. E. Grinberg is entitled to the cash surrender value in respect of certain of these life insurance policies and his beneficiaries are entitled to the applicable benefit without, in either event, reimbursement to the Company of any premiums paid by the Company under such policies. Includes a $5,400 matching contribution made by the Company for the account of Mr. E. Grinberg under the Company’s 401(k) Plan. Includes discretionary and matching contributions of $250,000 to his account under the DCP, of which $200,000 was in cash and $50,000 was in the form of phantom stock units (valued based on the closing prices of the Company’s Common Stock on the grant dates). These contributions under the DCP are also shown in the NONQUALIFIED DEFERRED COMPENSATION TABLE below. |

  29. Summary Compensation Table For Fiscal 2024

    | (5) Includes a taxable car allowance of $6,600 and a taxable housing allowance of $25,200. Includes a $5,400 matching contribution made by the Company for the account of Ms. DeMarsilis under the Company’s 401(k) Plan. Includes a matching cash contribution of $52,000 and a matching non-cash contribution of phantom stock units valued at $13,000 (based on the closing prices of the Company’s Common Stock on the grant dates) to her account under the DCP. These contributions under the DCP are also shown in the NONQUALIFIED DEFERRED COMPENSATION TABLE below. |

  30. Summary Compensation Table For Fiscal 2024

    | (6) Includes a taxable car allowance of $6,600. Includes a $5,400 matching contribution made by the Company for the account of Mr. Soltani under the Company’s 401(k) Plan. Includes a matching cash contribution of $48,000 and a matching non-cash contribution of phantom stock units valued at $12,000 (based on the closing prices of the Company’s Common Stock on the grant dates) to his account under the DCP. These contributions under the DCP are also shown in the NONQUALIFIED DEFERRED COMPENSATION TABLE below. |

  31. Summary Compensation Table For Fiscal 2024

    | (7) Includes a taxable car allowance of $6,600. Includes a $5,029 matching contribution made by the Company for the account of Mr. Sussis under the Company’s 401(k) Plan. Includes a matching cash contribution of $17,630 and a matching non-cash contribution of phantom stock units valued at $4,408 (based on the closing prices of the Company’s Common Stock on the grant dates) to his account under the DCP. These contributions under the DCP are also shown in the NONQUALIFIED DEFERRED COMPENSATION TABLE below. |

  32. Summary Compensation Table For Fiscal 2024

    | (8) Includes a $5,400 matching contribution made by the Company for the account of Ms. Kennedy under the Company’s 401(k) Plan. Includes a matching cash contribution of $14,539 and a matching non-cash contribution of phantom stock units valued at $3,635 (based on the closing prices of the Company’s Common Stock on the grant dates) to her account under the DCP. These contributions under the DCP are also shown in the NONQUALIFIED DEFERRED COMPENSATION TABLE below. |

  33. Summary Compensation Table For Fiscal 2024

    | (9) Ms. Kennedy commenced employment in May 2023 and received a sign-on cash bonus of $275,000 and a sign-on RSU grant valued at $175,007. |

  34. Grants of Plan-Based Awards in Fiscal 2024

    Grants of Plan-Based Awards in Fiscal 2024

  35. Grants of Plan-Based Awards in Fiscal 2024

    | Name | Grant Date | Date of Action by Committee | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | (a) | (b) | | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (l) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Efraim Grinberg | 03/27/2023 | 03/21/2023 | 937,500 | 1,875,000 | 3,750,000 | 43,691 | 87,382 | 174,764 | 34,953 | 3,500,004 | | Sallie DeMarsilis | 03/27/2023 | 03/21/2023 | 243,750 | 487,500 | 975,000 | 4,260 | 8,520 | 17,040 | 8,520 | 487,514 | | Behzad Soltani | 03/27/2023 | 03/21/2023 | 225,000 | 450,000 | 900,000 | 3,932 | 7,864 | 15,728 | 7,864 | 449,978 | | Mitchell Sussis | 03/27/2023 | 03/21/2023 | 112,500 | 225,000 | 450,000 | 1,966 | 3,932 | 7,864 | 3,932 | 224,989 | | Michelle Kennedy | 03/27/2023 | 03/21/2023 | 112,500 | 225,000 | 450,000 | 1,966 | 3,932 | 7,864 | 10,049 | 399,996 |

  36. Grants of Plan-Based Awards in Fiscal 2024

    | (1) Reflects annual cash incentive opportunities for the NEOs in fiscal 2024 under the Company’s Annual Incentive Compensation Plan. See “Fiscal 2024 Executive Compensation Components — Performance Based Annual Incentive Compensation - Structure,” above. |

  37. Grants of Plan-Based Awards in Fiscal 2024

    | (2) Reflects performance-based stock awards granted under the fiscal 2024 long-term incentive program as discussed above under “— Equity Incentive Compensation.” The awards cliff-vest on the third anniversary of the grant date to the extent earned. |

  38. Grants of Plan-Based Awards in Fiscal 2024

    | (3) Reflects time-vesting stock awards granted under the fiscal 2024 long-term incentive program as discussed above under “— Equity Incentive Compensation.” The awards cliff-vest on the third anniversary of the grant date, except that 6,117 shares of Ms. Kennedy’s fiscal 2024 stock award was a sign-on grant that vests ratably over three years. |

  39. Grants of Plan-Based Awards in Fiscal 2024

    | (4) The amounts in column (l) represent the grant date fair value of the stock awards computed in accordance with FASB ASC Topic 718. No stock options were granted to the NEOs in fiscal 2024. |

  40. Outstanding Equity Awards at Fiscal 2024 Year-End

    Outstanding Equity Awards at Fiscal 2024 Year-End

  41. Outstanding Equity Awards at Fiscal 2024 Year-End

    | | Option Awards | | | | Stock Awards(2) | | | | | (a) | (b) | (c) | (e) | (f) | (g) | (h) | (i) | (j) | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Efraim Grinberg | 27,000 | | 42.12 | 04/15/2024 | 93,543 | 2,579,916 | 87,382 | 2,409,996 | | | 200,000 | | 16.87 | 12/01/2030 | | | | | | | | 91,820 | 27.62 | 03/29/2031 | | | | | | | | 63,302 | 38.04 | 03/28/2032 | | | | | | Sallie DeMarsilis | 6,300 | | 42.12 | 04/15/2024 | 21,663 | 597,466 | 8,520 | 234,982 | | | 9,850 | | 30.36 | 04/15/2025 | | | | | | | 10,534 | | 27.74 | 04/15/2026 | | | | | | | 13,660 | | 23.35 | 04/17/2027 | | | | | | | 55,160 | | 12.42 | 06/16/2030 | | | | | | | 23,000 | | 16.87 | 12/01/2030 | | | | | | | | 18,215 | 27.62 | 03/29/2031 | | | | | | | | 16,458 | 38.04 | 03/28/2032 | | | | | | Behzad Soltani | 100,000 | | 12.42 | 06/16/2030 | 19,374 | 534,335 | 7,864 | 216,889 | | | 16,000 | | 16.87 | 12/01/2030 | | | | | | | | 15,130 | 27.62 | 03/29/2031 | | | | | | | | 15,192 | 38.04 | 03/28/2032 | | | | | | Mitchell Sussis | 3,171 | | 27.74 | 04/15/2026 | 9,050 | 249,599 | 3,932 | 108,445 | | | 7,980 | | 23.35 | 04/17/2027 | | | | | | | 10,000 | | 16.87 | 12/01/2030 | | | | | | | | 7,875 | 27.62 | 03/29/2031 | | | | | | | | 5,672 | 38.04 | 03/28/2032 | | | | | | Michelle Kennedy | | | | | 10,049 | 277,151 | 3,932 | 108,445 |

  42. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (1) The options with an exercise price of $27.62/share were granted March 29, 2021, and vest March 29, 2024. The options with an exercise price of $38.04/share were granted March 28, 2022, and vest March 28, 2025. All vesting dates are contingent on continued employment through such dates. |

  43. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (2) Represents unvested stock awards granted under the Company’s Stock Plan which is discussed above under “Fiscal 2024 Executive Compensation Components — Equity Incentive Compensation.” The following table lists the vesting dates (assuming continued employment on such dates) and the number of shares of Common Stock vesting on such dates, assuming target performance in the case of the performance-based RSUs. |

  44. Outstanding Equity Awards at Fiscal 2024 Year-End

    | Name | Vesting Date | Shares (#) | | Efraim Grinberg | 03/29/2024 | 33,945 | | | 03/28/2025 | 24,645 | | | 03/27/2026 | 122,335 | | Sallie DeMarsilis | 03/29/2024 | 6,735 | | | 03/28/2025 | 6,408 | | | 03/27/2026 | 17,040 | | Behzad Soltani | 03/29/2024 | 5,595 | | | 03/28/2025 | 5,915 | | | 03/27/2026 | 15,728 | | Mitchell Sussis | 03/29/2024 | 2,910 | | | 03/28/2025 | 2,208 | | | 03/27/2026 | 7,864 | | Michelle Kennedy | 03/27/2024 | 2,039 | | | 03/27/2025 | 2,039 | | | 03/27/2026 | 9,903 |

  45. Option Exercises and Stock Vested During Fiscal 2024

    Option Exercises and Stock Vested During Fiscal 2024

  46. Option Exercises and Stock Vested During Fiscal 2024

    | | Option Awards | | Stock Awards | | | (a) | (b) | (c) | (d) | (e) | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Efraim Grinberg | — | — | — | — | | Sallie DeMarsilis | 44,840 | 819,058 | 7,500 | 195,600 | | Behzad Soltani | — | — | 5,200 | 135,616 | | Mitchell Sussis | — | — | 3,300 | 86,064 | | Michelle Kenedy | — | — | — | — |

  47. Option Exercises and Stock Vested During Fiscal 2024

    | (1) Value represents the excess of the market price of the shares on the date of exercise, over the exercise price of the option. |

  48. Option Exercises and Stock Vested During Fiscal 2024

    | (2) Value represents the number of shares vesting multiplied by the market price of the shares on the vesting date. |

  49. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Under the Company’s DCP, participants may defer amounts from their base salary and cash bonus, if any, annually and the Company will credit to the account of each participant a matching contribution in an amount equal to the deferral, up to a maximum match of either 10% or 5% of the participant’s base salary (depending on whether the participant is included in Group I or Group II, as defined in the DCP). During fiscal 2024, Messrs. E. Grinberg and Soltani and Ms. DeMarsilis were in Group I; and Mr. Sussis and Ms. Kennedy were in Group II. Deferral elections must be made no later than December 31 of the year before the year in which the salary or bonus will be deferred. Twenty percent of the Company’s matching contribution is made in the form of rights to the Company’s Common Stock, representing the number of shares (including fractional shares) of Common Stock that the matching contribution could purchase based upon the New York Stock Exchange’s closing price of the stock on the date when the matching contribution is made. Matching contributions are made on the last business day of each calendar quarter. The Company also has the right to make discretionary contributions to any participant’s account in such amount and in such manner as it shall determine. The following table shows the deferrals made by the NEOs and the contributions made by the Company under the DCP in fiscal 2024.

  50. NONQUALIFIED DEFERRED COMPENSATION IN FISCAL 2024

    NONQUALIFIED DEFERRED COMPENSATION IN FISCAL 2024

  51. NONQUALIFIED DEFERRED COMPENSATION IN FISCAL 2024

    | (a) | (b) | (c) | (d) | (e) | (f) | | | Executive Contributions in Last FY(1) ($) | Registrant Contributions in Last FY(1) ($) | Aggregate Earnings in Last FY(2) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE(3) ($) | | Efraim Grinberg | 523,438 | 250,000 | 704,670 | — | 13,867,118 | | Sallie DeMarsilis | 65,000 | 65,000 | 354,960 | — | 4,254,588 | | Behzad Soltani | 98,250 | 60,000 | 46,259 | — | 655,609 | | Mitchell Sussis | 22,038 | 22,038 | 6,644 | — | 402,509 | | Michelle Kennedy | 18,173 | 18,174 | 4,900 | — | 41,247 |

  52. NONQUALIFIED DEFERRED COMPENSATION IN FISCAL 2024

    | (1) The amounts reported in column (b) above are also reported as compensation to the NEO in columns (c), (d) and/or (g) of the SUMMARY COMPENSATION TABLE above. The amounts reported in column (c) above are also reported as compensation to the NEO in column (i) of the SUMMARY COMPENSATION TABLE above. |

  53. NONQUALIFIED DEFERRED COMPENSATION IN FISCAL 2024

    | (2) These amounts are not required to be reported as compensation in the Summary Compensation Table for fiscal 2024 because there were no above-market earnings on the deferred compensation. |

  54. NONQUALIFIED DEFERRED COMPENSATION IN FISCAL 2024

    | (3) The amounts reported in column (f), other than earnings on deferred compensation, have all been previously disclosed in Summary Compensation Tables in our prior proxy statements, except for Mr. Soltani’s pre-fiscal 2021 amounts since he was not yet an NEO at that time. |

  55. NONQUALIFIED DEFERRED COMPENSATION IN FISCAL 2024

    A participant’s compensation deferrals and any earnings on those deferrals are immediately vested. Company matching contributions and any discretionary contributions vest at the rate of 20% per year so long as the participant remains employed by the Company. A participant who attains the age of 65 or whose employment terminates due to death or disability automatically vests in all amounts in such participant’s account. A participant may also vest in all amounts credited to his or her account upon their “separation from service” as defined under Code Section 409A and the Treasury Regulations promulgated thereunder after attaining the age of 55, provided the participant has been employed by the Company or one of the Company’s affiliates for at least 10 years and further subject to the approval of the Compensation and Human Capital Committee, including any limitations or conditions such committee may, in its discretion, impose which are not inconsistent with the terms of the DCP (including, without limitation, a covenant not to compete with the Company or any Company affiliate). A participant whose employment terminates for any other reason forfeits unvested amounts. If there is a “change in control” (as defined in the DCP) of the Company, all amounts attributable to matching contributions and discretionary Company contributions become fully vested on the date of such change in control. Participants may direct the investment of amounts in their accounts (other than rights to receive Common Stock) among third-party investment funds that largely track the funds offered under the 401(k) Plan. Participants in the DCP elect as part of their initial deferral election whether to receive distributions after termination of their employment in a lump sum or in 10 equal annual installments. Payments are made in Common Stock to the extent a participant’s vested account balance is denominated in Common Stock, except for any fractional shares which are paid in cash. All other payments are made in cash. Payments generally are made or begin only upon the expiration of six months following the participant’s separation of service from the Company except to the extent that the payments are payable during the short-term deferral period set forth in Treasury Regulation Section 1.409A-1(b)(4). In the event that an exception to the six-month delay provision applies, payments are made or begin within 90 days after a participant’s employment terminates.

  56. Potential Payments on Termination or Change In Control

    Potential Payments on Termination or Change In Control None of the NEOs have employment agreements or severance agreements. However, the DCP and awards granted under the Stock Plan prior to fiscal year 2024 provide for accelerated vesting of Company matching contributions and of equity compensation (stock options and stock awards), respectively, in the event of a change in control. Starting in fiscal 2024, awards granted under the Stock Plan provide for accelerated vesting in connection with a change in control only if the grantee’s employment is terminated without cause during the two years immediately following the change in control. The Stock Plan also provides for accelerated vesting of equity awards in the event of a participant’s death, disability or retirement.

  57. Death or Disability; Retirement

    Death or Disability; Retirement If any of the NEOs dies or becomes permanently disabled, their unvested Company contributions under the DCP and their unvested stock options and stock awards under the Stock Plan would immediately vest; provided that disability vesting under the Stock Plan only applies after ten years of service with the Company. Retirement triggers immediate vesting (i) under the Stock Plan if the retiring employee is at least age 65 and (ii) under both the Stock Plan and the DCP if the retiring employee is at least age 55 and has been employed continuously by the Company for at least 10 years and the Compensation and Human Capital Committee approves the immediate vesting. As part of its approval, the Committee may impose any conditions as it deems to be appropriate which are not inconsistent with the express terms of the subject plan, including covenants dealing with non-competition, non-disparagement, non-solicitation and confidentiality. The values of such early vesting under both plans as of January 31, 2024, are shown in the table above (or, in the case of Mr. Grinberg, in footnote 4 thereto); provided that, since Messrs. Soltani and Sussis and Ms. Kennedy have less than ten years of service and are under age 65, they would not qualify for disability vesting under the Stock Plan and would not qualify for retirement vesting under either the Stock Plan or the DCP. All employer contributions to the DCP become fully vested upon attainment of 65 years of age even if the participant remains in active status.

  58. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following information about the relationship of the annual total compensation of CEO Efraim Grinberg to that of our median employee. To identify the median employee, we used the total calendar 2023 compensation as reflected in our tax records for all employees, excluding our CEO, who were employed by us on January 31, 2024. We included full-time, part-time, seasonal and temporary employees. We converted compensation paid in foreign currencies using the applicable prevailing exchange rate in effect on December 31, 2023. We annualized the compensation for employees who joined the Company after January 1, 2023. After identifying the median employee, we calculated annual total compensation for the median employee using the same methodology we used for determining total compensation for our NEOs as shown in the Summary Compensation Table for Fiscal 2024 above. For fiscal 2024, the annual total compensation of Efraim Grinberg was $5,091,430 and the annual total compensation of our median employee was $35,865, resulting in a ratio of 142 to 1. Excluding United States-based part-time employees, the ratio would be 79 to 1. The SEC rules for identifying the median employee and calculating the pay ratio permit companies to use various methodologies and assumptions, to apply certain exclusions and to make reasonable estimates that reflect their employee population and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio that we have reported.

  59. Pay Versus Performance

    Pay Versus 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 and Human Capital 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 the “Compensation Discussion and Analysis,” above.

  60. Pay Versus Performance

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | Year | Summary Comp. Table Total for CEO(1) | Comp. Actually Paid to CEO(2) | Average Summary Comp. Table Total For Non- CEO NEOs(3) | Average Comp. Actually Paid to Non-CEO NEOs(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income(7) | Adjusted Operating Income(8) | | | | | | | TSR(5) | Peer Group TSR(6) | | | | FY24 | $5,091,430 | $2,572,951 | $1,040,162 | $465,174 | 187.72 | 127.24 | $46,711,000 | $56,779,000 | | FY23 | $5,062,875 | $4,260,124 | $1,161,122 | $947,625 | 220.54 | 124.26 | $94,528,000 | $123,204,000 | | FY22 | $7,212,004 | $11,626,776 | $1,262,676 | $2,411,382 | 221.92 | 128.61 | $91,599,000 | $119,711,000 | | FY21 | $3,563,463 | $3,776,556 | $1,003,171 | $1,234,019 | 120.54 | 130.17 | $(111,518,000) | $30,724,000 |

  61. Pay Versus Performance

    | (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for the CEO for each corresponding year in the “Total Compensation” column of the Summary Compensation Table. Mr. Grinberg was our only CEO for each such year. |

  62. Pay Versus Performance

    | (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to the CEO, as computed in accordance with Item 402(v) of Regulation S-K (the “CAP”). CAP does not reflect the actual amount of compensation earned by or paid to the CEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the CEO’s total compensation for each year to determine his CAP. (RSU and stock option values were computed in accordance with FASB ASC Topic 718 as of the dates indicated, with the options using similar assumptions as set forth in the “Stock-Based Compensation” note to the Company’s consolidated financial statements included in Form 10-K for the applicable fiscal year.) |

  63. Pay Versus Performance

    | Year | Summary Comp. Table Total for CEO | Minus RSU and PSU Grant Date Fair Values | Minus Option Grant Date Fair Values | Plus FYE Fair Value of RSUs and PSUs Granted During FY that Remained Unvested as of FYE | Plus FYE Fair Value of Options Granted During FY that Remained Unvested as of FYE | Plus Change in Fair Value of Unvested RSUs and PSUs from End of Prior FY to FYE | Plus Change in Fair Value of Unvested Options from End of Prior FY to FYE | Plus Change in Fair Value from End of FY to Vesting Date of RSUs that Vested in FY | Plus Change in Fair Value from End of Prior FY to Vesting Date of Options that Vested in FY | Compensation Actually Paid to CEO | | FY24 | $5,091,430 | $3,500,004 | $— | $3,373,999 | $— | $(455,830) | $(680,644) | $— | $(1,256,000) | $2,572,951 | | FY23 | $5,062,875 | $937,496 | $937,503 | $871,447 | $706,450 | $(58,046) | $(526,258) | $78,653 | $— | $4,260,124 | | FY22 | $7,212,004 | $937,561 | $939,319 | $1,258,341 | $1,382,809 | $520,443 | $2,478,000 | $652,059 | $— | $11,626,776 | | FY21 | $3,563,463 | $— | $1,086,000 | $— | $1,320,000 | $326,453 | $— | $(209,839) | $(137,520) | $3,776,556 |

  64. Pay Versus Performance

    | (3) The dollar amounts reported in column (d) represent the average of the amounts reported for the non-CEO NEOs as a group for each corresponding year in the “Total” column of the Summary Compensation Table. Ms. DeMarsilis, Mr. Soltani, Mr. Sussis and former Senior Vice President Human Resources Vivian D’Elia were our only non-CEO NEOs for fiscal years 2022 and 2023. Ms. DeMarsilis, Mr. Soltani, Mr. Sussis and Ms. Kennedy were our only non-CEO NEOs for fiscal year 2024. |

  65. Pay Versus Performance

    | (4) The dollar amounts reported in column (e) represent the average of the CAP amounts for the non-CEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The CAP amounts do not reflect the actual average amount of compensation earned by or paid to the Non-CEO NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Non-CEO NEOs for each year to determine their CAP. (RSU and stock option values are computed in accordance with FASB ASC Topic 718 as of the dates indicated, with the options using similar assumptions as set forth in the “Stock-Based Compensation” note to the Company’s consolidated financial statements included in Form 10-K for the applicable fiscal year.) |

  66. Pay Versus Performance

    | Year | Summary Comp. Table Non- CEO NEOs Average Total | Minus RSU and PSU Grant Date Fair Values | Minus Option Grant Date Fair Values | Plus FYE Fair Value of RSUs and PSUs Granted During FY that Remained Unvested as of FYE | Plus FYE Fair Value of Options Granted During FY that Remained Unvested as of FYE | Plus Change in Fair Value of Unvested RSUs and PSUs from End of Prior FY to End of FY | Plus Change in Fair Value of Unvested Options from End of Prior FY to End of FY | Plus Change in Fair Value from End of Prior FY to Vesting Date of RSUs and PSUs that Vested in FY | Plus Change in Fair Value from End of Prior FY to Vesting Date of Options that Vested in FY | Average Compensation Actually Paid to Non-CEO NEOs | | FY24 | $1,040,162 | $390,619 | $— | $376,557 | $— | $(57,905) | $(85,471) | $(37,120) | $(380,430) | $465,174 | | FY23 | $1,161,122 | $156,944 | $156,934 | $145,887 | $118,257 | $(15,751) | $(157,243) | $9,232 | $— | $947,625 | | FY22 | $1,262,676 | $123,220 | $123,451 | $165,379 | $181,737 | $139,034 | $852,155 | $57,072 | $— | $2,411,382 | | FY21 | $1,003,171 | $80,133 | $272,235 | $98,135 | $489,200 | $35,862 | $— | $(23,938) | $(16,044) | $1,234,019 |

  67. Pay Versus Performance

    | (5) TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period, by the Company’s share price at the beginning of the measurement period. |

  68. Pay Versus Performance

    | (6) Represents the TSR, calculated in the same manner as set forth in note (5) immediately above, for the Russell 2000 Index, which is the peer group we utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2024. |

  69. Pay Versus Performance

    | (7) The dollar amounts represent the amount of net income reported in the Company’s audited financial statements for the applicable year after eliminating net income attributable to noncontrolling interests. |

  70. Pay Versus Performance

    | (8) The dollar amounts represent Adjusted Operating Income, which the Company defines as operating income reported in the Company’s audited financial statements, adjusted to eliminate the amortization of acquisition accounting adjustments related to the Olivia Burton and MVMT acquisitions and corporate initiatives. The detailed adjustments for each fiscal year can be found in the Company’s Annual Report on Form 10-K for such year. The Company has determined that Adjusted Operating Income is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to Company performance. |

  71. Director Compensation

    Director Compensation No employee of the Company receives any additional compensation for serving on the Board of Directors. The annual base compensation paid to the non-employee directors remained unchanged for fiscal 2024 and consisted of an $85,000 cash retainer and an equity component valued at approximately $125,000 in the form of a stock award, cliff-vesting in one year. In addition to the annual base compensation, the annual retainers paid to the committee chairs were as follows: Audit: $25,000 (increased from $17,500 in fiscal 2023); Compensation and Human Capital: $20,000 (increased from $12,500); and Nominating, Governance and Corporate Responsibility: $17,500 (increased from $12,500). The Board also initiated annual retainers for non-chair committee members in the amount of $7,500 for the Audit Committee and $5,000 for the other committees. The lead director received an annual cash retainer of $50,000 and an equity component valued at $25,000, which retainers remained unchanged from fiscal 2023. The cash compensation is paid quarterly and the equity grants are made annually after the reporting of financial results for the prior fiscal year. Each director was also granted an annual allowance for the purchase of Company watches up to an aggregate suggested retail value of $6,000. Recognizing that ownership of the Company’s Common Stock more closely aligns non-employee director interests with the long-term interests of shareholders and is consistent with best governance practices, the Board of Directors maintains stock ownership guidelines for the non-employee directors to the effect that each non-employee director is expected to beneficially own shares of the Company’s Common Stock with a market value of at least $250,000. The following table shows the cash amounts and the value of other compensation paid to each non-employee director in respect of fiscal 2024:

  72. Director Compensation

    | (a) | (b) | (c) | (d) | (e) | (f) | | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Option Awards ($) | All Other Compensation(2) ($) | Total ($) | | Peter Bridgman | 115,000 | 125,000 | — | 1,500 | 241,500 | | Alan H. Howard | 162,500 | 150,000 | — | 869 | 313,369 | | Richard Isserman | 92,500 | 125,000 | — | 1,173 | 218,673 | | Ann Kirschner | 107,500 | 125,000 | — | 435 | 232,935 | | Maya Peterson | 90,000 | 125,000 | — | 1,500 | 216,500 | | Stephen Sadove | 102,500 | 125,000 | — | 1,749 | 229,249 |

  73. Director Compensation

    | (1) Amounts shown do not reflect compensation actually received by the director. Instead, the dollar value of these awards represents the fair value of the stock award on the date of grant calculated in accordance with FASB ASC Topic 718. Assumptions used in calculating these amounts are described in Note 16 to the Company’s audited financial statements for the fiscal year ended January 31, 2024, included in our Annual Report on Form 10-K filed with the SEC on March 26, 2024. Each non-employee director was granted one stock award in fiscal 2024 for 4,369 shares of the Company’s Common Stock (5,243 shares in the case of Mr. Howard, whose grant included compensation for his role as lead director). At January 31, 2024, each non-employee director held no other stock awards except this one, unvested stock award. |

  74. Director Compensation

    | (2) Each non-employee director was provided an annual allowance for the purchase of Company watches up to an aggregate suggested retail value of $6,000. The amounts listed above reflect the actual allowance utilized by each non-employee director, at Company cost. |