DEF 14A of G III Apparel Group LTD /De/, May 10, 2024

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

Filed May 10, 2024 · FY20240001558370-24-007785

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 thirteen directors to serve on our Board of Directors for the ensuing year. Alan Feller, a current director and Chairman of our Audit Committee, has decided not to stand for reelection at the Annual Meeting. After the Annual Meeting, it is expected that Michael Shaffer will be appointed as Chairman of the Audit Committee. |

  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 | | 73 | | | 1974 | | | | | | | | | | | | | | | Sammy Aaron Vice Chairman and President, G-III | | 64 | | | 2005 | | | | | | | | | | | | | | | Thomas J. Brosig Owner and Chief Financial Officer, McMurphy Homes, LLC | | 74 | | | 1992 | | | | | | | | | | | ● | | | | Dr. Joyce F. Brown President, Fashion Institute of Technology | | 77 | | | 2023 | | | | | | | | | | | | | | | Jeffrey Goldfarb Executive Vice President, G-III | | 47 | | | 2009 | | | | | | | | | | | | | | | Victor Herrero Chief Executive Officer and Director, Lovisa Holdings, Ltd. | | 55 | | | 2019 | | | | | | | ● | | | | | | | | Robert L. Johnson Founder and Chairman of The RLJ Companies, LLC and former Founder and Chairman of Black Entertainment Television (BET) | | 77 | | | 2020 | | | | | | | | | | | | | ● | | Patti H. Ongman Independent Retail Consultant and Former Chief Merchandising Officer - Macy’s | | 68 | | | 2022 | | | | | | | | | | | ● | | | | Laura Pomerantz Vice Chairman and Head of Strategic Accounts, Cushman & Wakefield | | 76 | | | 2005 | | | | | | | | | | | ● | | | | Michael Shaffer Retired Executive Vice President, Chief Operating and Financial Officer, PVH Corp. | | 61 | | | 2023 | | | | | | | ● | | | | | | | | Cheryl Vitali Global President, L’Oréal’s American Luxury Brands | | 63 | | | 2011 | | | | | | | | | | | | | ● | | Richard White CEO, Aeolus Capital Group LLC | | 70 | | | 2003 | | | | | | | ● | | | | | | ● | | Andrew Yaeger Global Head of Strategic Equity Transactions Group, Jefferies Financial Group Inc. | | 46 | | | 2023 | | | | | | | | | | | | | | | Meetings in Fiscal 2024 | | | | | | | | | | 8 | | | | 4 | | | 2 | | | 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, Robert L. Johnson, Patti H. Ongman, Laura Pomerantz, Michael Shaffer, Cheryl Vitali, Andrew Yaeger and Richard White are independent directors. Alan Feller, who is not standing for reelection, was also determined to be an independent director. Assuming all of the nominated persons are elected as directors at the Annual Meeting, the independent directors will constitute 77% 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 four meetings and acted by unanimous written consent seven times during the fiscal year ended January 31, 2024. During the fiscal year ended January 31, 2024, 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. We do not have a formal policy regarding attendance by members of the Board of Directors at annual stockholders’ meetings. All of our directors attended the 2023 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, 2024: | 8 | | ● Alan Feller ● Victor Herrero ● Michael Shaffer ● Richard White | 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) the compliance by us 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 Messrs. Feller, Shaffer and White is an audit committee financial expert as such term is defined in the rules of the SEC. Alan Feller, the Chairman of the Audit Committee, has decided not to stand for reelection at the Annual Meeting. Assuming his election as a director at the Annual Meeting, it is expected that Michael Shaffer will be appointed Chairman of the Audit Committee after the Annual Meeting. | | | | 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, 2024: | 4 | | ● 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. The Compensation Committee met four times and acted by unanimous written consent five times during the year ended January 31, 2024. | | | | 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, 2024, 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 Mr. 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, 2024: | 2 | | ● Thomas J. Brosig ● 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: (a) assists 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 (b) 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 a number of matters under 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. | | | | 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

    | 29 | EXECUTIVE SUMMARY | 40 | Timing of Equity Awards | | 29 | Our Business Performance in Fiscal 2024 | 40 | Other Compensation Elements | | 31 | Our Stockholder Outreach Initiative | 40 | Employment Agreements | | 32 | Our “Say on Pay” Results Last Year and Our Response | 41 | OTHER COMPENSATION AND GOVERNANCE PROGRAMS, POLICIES AND CONSIDERATIONS | | 32 | New Compensation Arrangement For Our Chairman and CEO | 41 | Stock Ownership Guidelines | | 34 | New Compensation Arrangement For Our Vice Chairman and President | 41 | Clawback/Executive Incentive Compensation Recoupment Policy | | 35 | Inducement Awards For Our Chairman and CEO and Our Vice Chairman and President | 41 | Anti-Hedging Policy | | 36 | Our Pay Mix is Heavily Weighted Towards Incentive-Based Compensation | 41 | Anti-Pledging Policy | | 37 | Our Compensation Program Reflects Best Practices | 42 | HOW WE MAKE COMPENSATION DECISIONS | | 37 | ELEMENTS OF OUR COMPENSATION PROGRAM―WHAT WE PAY AND WHY | 42 | The Role of the Compensation Committee | | 37 | Our Compensation Philosophy | 42 | The Role of Management | | 37 | Base Salary | 42 | The Role of Independent Compensation Consultants | | 37 | Annual Cash Incentives for Our Other Named Executive Officers | 42 | The Role of Competitive Marketplace Practice | | 39 | Long-Term Incentives | 43 | The Consideration of Risk |

  10. OUR BUSINESS PERFORMANCE IN FISCAL 2024

    Our Board believes the relative performance of our Common Stock, as measured by Total Stockholder Return (TSR), is an important performance indicator. During fiscal 2024, our stock price increased by 75%, significantly outperforming the S&P Textiles, Apparel & Luxury Goods Industry Index, which declined approximately 14%, and our compensation peer group which declined by 4%. Our TSR outperformed the S&P Textiles, Apparel & Luxury Goods Industry Index over the two, three and four-year periods ended on January 31, 2024. In addition, our TSR performance has generally exceeded the performance of our compensation peer group over these periods. We believe that our stockholders attribute this outperformance to the successful measures we have taken following the announcement of the planned long-term termination of the Calvin Klein and Tommy Hilfiger licenses, including by driving our owned brands across categories, continued development and expansion of our DKNY business and repositioning and expansion of our Donna Karan business, expanding our international business, increasing digital channel business opportunities and entering into important new license agreements. We maintain a strong financial position with over $1 billion of liquidity in cash and availability at fiscal year-end. We also repurchased $26.1 million of our common stock last year and, in August 2023, authorized an increase in the number of shares covered by our share repurchase program to an aggregate amount of 10,000,000 shares. A review of our strong financial performance in fiscal 2024, as well as a description of Recent Developments, Strategic Initiatives and Our Strengths is provided above in our Proxy Summary.

  11. OUR “SAY ON PAY” RESULTS LAST YEAR AND OUR RESPONSE

    OUR “SAY ON PAY” RESULTS LAST YEAR AND OUR RESPONSE At last year’s Annual Meeting of Stockholders, a majority of our stockholders did not support our Say on Pay proposal. The major issues raised by our stockholders involved the contractual annual cash incentive formulas in effect for our Chairman and CEO and our Vice Chairman and President. Similar views had been expressed in the stockholder outreach in prior years. Stockholders viewed these formulas as awarding too much cash compensation and were troubled that the awards were not capped. In fiscal 2023, the Board determined that the employment agreements with our Chairman and CEO and our Vice Chairman and President were not merely compensation matters but constituted a corporate governance issue for the full Board to address. The Compensation Committee and the Board of Directors listened to the concerns that our stockholders voiced regarding prior compensation arrangements and factored in the lack of stockholder support received for the Company’s Say on Pay proposals in recent years. The Committee and the Board had tried over the years to be responsive to our stockholders, but faced the reality that the Company could not unilaterally change the prior employment agreements with each of Mr. Goldfarb and Mr. Aaron. Each of Mr. Goldfarb and Mr. Aaron voluntarily engaged with us and worked with us in agreeing to new employment agreements. In fiscal 2024, our Compensation Committee completed negotiations with respect to amending the employment agreements with Morris Goldfarb, our Chairman and CEO and Sammy Aaron, our Vice Chairman and President. These negotiations resulted in each of Mr. Goldfarb and Mr. Aaron voluntarily entering into new employment agreements that significantly modified compensation arrangements with new provisions that align with market norms and are majority performance-based. The new compensation arrangements with each of our Chairman and CEO and Vice Chairman and President significantly reduced the size of annual cash incentives awards to each executive, included hard dollar caps on these awards and reflect a greater weighting for long-term equity to better align with market practices and incentivize long-term performance, shareholder value creation and retention. The new compensation arrangements with each of Mr. Goldfarb and Mr. Aaron are described below under “New Compensation Arrangement for Our Chairman and CEO” and “New Compensation Arrangement for Our Vice Chairman and President.” The Board believes that the continued leadership of our Chairman and CEO and our Vice Chairman and President was one of its highest priorities, given the challenges created by the long-term loss of the licenses for Calvin Klein and Tommy Hilfiger products and the strategic pivot required for the Company to address the effects of the long-term loss of these licenses.

  12. New Compensation Arrangement for our Chairman AND CEO

    New Compensation Arrangement for our Chairman AND CEO Under Mr. Goldfarb’s new employment agreement, the annual cash incentive was aligned with market norms and a significant portion of compensation is delivered in performance-based equity. The chart below compares Mr. Goldfarb’s fiscal 2024 actual compensation, excluding a one-time performance-based inducement grant, and his fiscal 2025 target compensation to the compensation that Mr. Goldfarb would have received in fiscal 2024 under his prior annual cash incentive formula which was based on 6% of pre-tax income. The change to the new annual cash incentive metrics reduced Mr. Goldfarb’s award in fiscal 2024 by 40%, or $6,274,000, compared to what he would have received in fiscal 2024 under the prior formula.

  13. Morris Goldfarb’s Compensation Package (1)

    | ● | Fiscal 2025 target compensation of $11.35 million is in line with the compensation peer group median of approximately $11.4 million. |

  14. Morris Goldfarb’s Compensation Package (1)

    | ● | Payouts under the new annual cash incentive program will be based on profit performance versus budget rather than on a percentage of pre-tax income. These payments are capped at 241.5% of target. This is a significant change from the prior arrangement that determined cash payments for our Chairman and CEO based primarily on 6% of pre-tax income. See “Annual Cash Incentives for Our Named Executive Officers” below for more detail on the annual cash incentives under the new employment agreements. |

  15. Morris Goldfarb’s Compensation Package (1)

    | ● | Pursuant to the new employment agreement, beginning in fiscal 2025, annual long-term equity awards are majority (60%) performance-based and there is a cap of $6.0 million on the dollar value of awards at grant to prevent excessive pay and an annual limit of 300,000 shares to prevent excessive dilution. See “Long-Term Incentives” below for detail on the awards made in fiscal 2024 and awards to be made beginning in fiscal 2025. |

  16. Morris Goldfarb’s Compensation Package (1)

    | ● | Mr. Goldfarb’s severance benefits were significantly reduced to 2x salary plus 2x target bonus under the new employment agreement, compared to salary continuation through the term of his prior employment agreement and a payment of 3x 3-year average actual bonus. |

  17. New Compensation Arrangement for our Vice Chairman and president

    New Compensation Arrangement for our Vice Chairman and president Under Mr. Aaron’s new employment agreement, the annual cash incentive was aligned with market norms and a significant portion of compensation is delivered in performance based equity. The chart below compares Mr. Aaron’s FY 2024 actual compensation, excluding a one-time inducement award, and his fiscal 2025 target compensation to the compensation that Mr. Aaron would have received in fiscal 2024 under his prior annual cash incentive formula which was based on 4% of pre-tax income. The change to the new annual cash incentive metrics reduced Mr. Aaron’s award in fiscal 2024 by 31%, or $3,171,000, compared to what he would have received in fiscal 2024 under the prior formula.

  18. Sammy Aaron’s Compensation Package (1)

    | ● | Payouts under the new annual cash incentive program will be based on profit performance versus budget rather than on a percentage of pre-tax income. Payouts under the new annual cash incentive program will be capped at 241.5% of target. This is a significant change from the prior arrangement that determined cash payments for our Vice Chairman and President based primarily on 4% of pre-tax income. See “Annual Cash Incentives for Our Named Executive Officers” below for more detail on the annual cash incentives under the new employment agreements. |

  19. Sammy Aaron’s Compensation Package (1)

    | ● | Pursuant to the new employment agreement, beginning in fiscal 2025, annual long-term equity awards are majority (60%) performance-based and there is a cap of $4.5 million on the dollar value of awards at grant to prevent excessive pay and a limit of 225,000 shares to prevent excessive dilution. See “Long-Term Incentives” below for detail on the awards made in fiscal 2024 and awards to be made beginning in fiscal 2025. |

  20. Sammy Aaron’s Compensation Package (1)

    | ● | Mr. Aaron’s severance benefits were significantly reduced to 2x salary plus 2x target bonus under the new employment agreement, compared to salary continued through the term of his prior employment agreement and 3x 3-year average actual bonus. |

  21. INDUCEMENT AWARDS FOR OUR CHAIRMAN AND CEO AND OUR VICE CHAIRMAN AND PRESIDENT

    INDUCEMENT AWARDS FOR OUR CHAIRMAN AND CEO AND OUR VICE CHAIRMAN AND PRESIDENT We conduct an outreach to stockholders every year. The major issues raised by our stockholders over the past couple of years involved the contractual annual cash incentive formulas in effect for our Chairman and CEO and our Vice Chairman and President. Stockholders viewed the formulas contained in the prior employment agreements as awarding too much cash compensation and were troubled that the awards were not capped. The new compensation arrangements with our Chairman and CEO and Vice Chairman and President discussed above significantly modified the prior compensation arrangements with new provisions that align with market norms and are majority performance-based. These arrangements agreed to by these two executives eliminated their contractual right to an annual cash incentive based on a percentage of pre-tax income and replaced it with performance metrics consistent with market practice that is expected to significantly reduce the size of annual cash incentive awards to each executive. Each executive was granted an inducement award in connection with agreeing to a significant reduction in the expected amount of the annual incentive cash payment to be received. Inducement Award for Our Chairman and CEO Our Chairman and CEO was awarded a one-time performance-based inducement grant in connection with the new employment agreement to retain him and to recognize that the annual incentive cash payments he is expected to receive are significantly less than the contractual right to 6% of pre-tax income, subject to certain conditions, contained in his prior agreement. The inducement award consisted of 700,000 performance shares that would be earned if the stock price more than doubled compared to its price of less than $15 per share when the outline of the new employment agreement was agreed to. If the stock price failed to increase to $25 per share, 100% of these shares would have been forfeited. The following chart shows the number of shares that would vest at each stock price performance level:

  22. INDUCEMENT AWARDS FOR OUR CHAIRMAN AND CEO AND OUR VICE CHAIRMAN AND PRESIDENT

    As of January 31, 2024, the stock price exceeded the $30.00 target, based on the average closing price of our stock over fifteen consecutive trading days. When the award vests based on the three year cliff time vesting requirement, a +/-20% relative TSR modifier will be applied to determine the actual number of shares earned. Mr. Goldfarb must continue to provide services to the Company through the third anniversary of the date of his employment agreement to receive any shares, except on his death or disability or if his employment is terminated by the Company without “cause” or by Mr. Goldfarb for “cause” or “good reason” as such terms are defined in the PSU agreement related to this award. The adjustment for the relative TSR modifier will be determined based on G-III’s TSR relative to the S&P 1500 Apparel, Accessories and Luxury Goods Index. The following chart shows the relative TSR percentage that would be applied at each performance level. If the relative TSR percentile achieved falls between performance levels, linear interpolation will be used to calculate the multiplier percentage.

  23. INDUCEMENT AWARDS FOR OUR CHAIRMAN AND CEO AND OUR VICE CHAIRMAN AND PRESIDENT

    | Performance Level | Relative TSR Percentile Achieved | Relative TSR Multiplier Percentage | | Threshold | ≤ 25th | 80% | | Target | = 50th | 100% | | Ceiling | ≥ 75th | 120% |

  24. 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 | | |

  25. 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; |

  26. 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; |

  27. 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 |

  28. ANNUAL CASH INCENTIVES FOR OUR Named Executive Officers

    ANNUAL CASH INCENTIVES FOR OUR Named Executive Officers As described above, the annual cash incentive program for Morris Goldfarb and Sammy Aaron was significantly modified in fiscal 2024 as part of the re-negotiation of their employment agreements. Jeffrey Goldfarb was also included in this program during fiscal 2024 after the re-negotiation of his employment agreement. The new annual cash incentive program includes a target award opportunity for each executive that is 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. Under their new 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 2024, the Compensation Committee approved a target for adjusted pre-tax income of $165 million based on the in-depth review of the budget by the Audit Committee which advised the Compensation Committee that the target was appropriately determined. The adjusted pre-tax income for fiscal 2024 was $247 million. This exceeded the target of $165 million by 50% and exceeded the prior year’s actual result by 18%, resulting in a payout of 200% 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. The modifier for the change in basic common stock outstanding was 102% and the modifier for adjusted EPS was 115%, resulting in an overall payout of 234.6% of the target annual cash incentive for each of the executives. Additional detail is provided below:

  29. 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 2024 Performance Result (% of Target) | | Adjusted Pre-Tax Income vs Budget | 100% | $132M | $165M | $178M | $247M | 200% | | Change in Basic Common Stock Outstanding | Modifier: +/-5% | -5% | 0% | -5% | -2% | 102% | | Change in Adjusted Earnings per Share (EPS) | Modifier: +/-15% | -15% | +0% | +15% | +40% | 115% | | Overall Funding as % of Target | | | | | | 234.6% |

  30. ANNUAL CASH INCENTIVES FOR OUR Named Executive Officers

    | Executive | Position | Target Award | Actual Achievement as % of Target | Fiscal 2024 Annual Cash Incentive Awards | | Morris Goldfarb | Chairman and CEO | $4,000,000 | 234.6% | $9,384,000 | | Sammy Aaron | Vice Chairman and President | $3,000,000 | 234.6% | $7,050,000 | | Jeffrey Goldfarb | Executive Vice President | $1,500,000 | 234.6% | $3,525,000 |

  31. ANNUAL CASH INCENTIVES FOR OUR Named Executive Officers

    Note: Annual cash incentive awards paid to Mr. Aaron and Mr. Jeffrey Goldfarb were rounded to the nearest $25,000. The annual cash incentive program for Neal Nackman, our Chief Financial Officer, was based 60% on adjusted pre-tax income compared to budget and 40% on individual performance. The Committee approved a target award of $1.5 million for fiscal 2024. Individual performance considerations are based on an assessment of management oversight of their responsibilities, 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 his strong individual performance, Mr. Nackman’s annual cash incentive award increased by 33% to $1.0 million for fiscal 2024, but the Committee elected to apply negative discretion with respect to his target award after considering his historic compensation level and market practice. Dana Perlman, our Executive Vice President and Chief Growth and Operations Officer, joined the Company in January 2024. As a result, Ms. Perlman was not eligible for an annual cash incentive award for fiscal 2024. Ms. Perlman will be eligible for an annual cash incentive award for fiscal 2025. Ms. Perlman is eligible to receive a sign-on bonus of $500,000 after completing six months of service.

  32. 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 April 2023, the Committee awarded equity grants to our Chairman and CEO that were 60% performance-based PSUs and 40% time-based RSUs, each with 3-year cliff vesting. For the other NEOs, equity grants were 50% performance-based PSUs and 50% time-based RSUs, each with 3-year cliff vesting. 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 (75% weighting) and Return on Invested Capital (25% weighting). 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.

  33. LONG-TERM INCENTIVES

    | Long-Term Incentives | Executive | Fiscal 2024 Award Grant Date Fair Value (in thousands) | 3-year Cliff Vesting RSUs Awarded | PSUs Awarded | | | Morris Goldfarb | $4,050 | 104,180 | 156,270 | | | Sammy Aaron | $2,700 | 86,816 | 86,816 | | | Jeffrey Goldfarb | $1,350 | 43,408 | 43,408 | | | Neal Nackman | $450 | 14,469 | 14,469 |

  34. LONG-TERM INCENTIVES

    The Compensation Committee determined the value of the grants made in the beginning of fiscal 2024 by analyzing the value of grants to peer company executives and assessing our results and long-term outlook. 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 performance targets that it considers rigorous based on various company, industry and economic forecasts. Ms. Perlman joined the Company in January 2024 and was not employed at the time these annual equity awards were granted. Ms. Perlman received a sign-on award of RSUs with a grant date value of $300,000 that cliff vest on the third anniversary of the grant. Ms. Perlman will be eligible to participate in fiscal 2025 equity awards. Going forward, long-term equity awards for the Chairman and CEO and Vice Chairman and President will be comprised of 60% PSUs and 40% RSUs, each cliff vesting after three years. The dollar value of awards at grant to each of Morris Goldfarb and Sammy Aaron is capped at the target value in order to prevent excessive pay. There is also an annual limit of to the grant of an aggregate of 300,000 shares for Mr. Goldfarb and 225,000 shares for Mr. Aaron in order to prevent excessive dilution. The following table shows the target award opportunities for fiscal 2025.

  35. LONG-TERM INCENTIVES

    | Long-Term Incentives | Executive | Fiscal 2025 Target Award Value (in thousands) | | | Morris Goldfarb | $6,000 | | | Sammy Aaron | $4,500 | | | Jeffrey Goldfarb | $1,500 |

  36. 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. Equity grants to new hires or for promotions will generally are 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.

  37. 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 2024 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.

  38. 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.

  39. 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:

  40. 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; |

  41. THE ROLE OF COMPETITIVE MARKETPLACE PRACTICE

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

  42. THE ROLE OF COMPETITIVE MARKETPLACE PRACTICE

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

  43. THE ROLE OF COMPETITIVE MARKETPLACE PRACTICE

    The companies in our pay peer group include:

  44. 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. |

  45. 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:

  46. THE ROLE OF COMPETITIVE MARKETPLACE PRACTICE

    | ● PVH Corp. | ● VF Corp. |

  47. THE ROLE OF COMPETITIVE MARKETPLACE PRACTICE

    The median annual revenues of the companies in our pay level peer group are $4.7 billion for a trailing 12-month period compared to $3.1 billion for G-III in fiscal 2024.

  48. FISCAL 2024 SUMMARY COMPENSATION TABLE

    FISCAL 2024 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 2024 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.

  49. FISCAL 2024 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 ($) | ($) | ($)(2) | ($) | ($) | ($) | ($)(3) | Total ($) | | Morris Goldfarb | 50 | 2024 | 1,148,077 | — | 20,709,998 | — | 9,384,000 | — | 188,964 | 31,431,039 | | Chairman of the Board and Chief Executive Officer | | 2023 | 1,000,000 | — | 4,499,972 | — | — | — | 290,888 | 5,790,860 | | | | 2022 | 1,000,000 | — | 16,167,626 | — | 7,500,000 | — | 275,152 | 24,942,778 | | Neal S. Nackman | 20 | 2024 | 750,000 | — | 449,986 | — | 1,000,000 | — | 26,352 | 2,226,338 | | Chief Financial Officer | | 2023 | 750,000 | — | 499,955 | — | 750,000 | — | 24,800 | 2,024,755 | | | | 2022 | 553,654 | 1,000,000 | 360,000 | — | — | — | 12,072 | 1,925,726 | | Sammy Aaron | 18 | 2024 | 969,039 | 2,000,000 | 2,699,978 | — | 7,050,000 | — | 59,307 | 12,778,324 | | Vice Chairman and President | | 2023 | 950,000 | — | 2,999,982 | — | — | — | 55,632 | 4,005,614 | | | | 2022 | 760,000 | — | 7,122,565 | — | 7,250,000 | — | 40,309 | 15,172,874 | | Jeffrey Goldfarb | 19 | 2024 | 950,000 | — | 1,349,988 | — | 3,525,000 | — | 36,538 | 5,861,526 | | Executive Vice President and Director of Strategic Planning | | 2023 | 950,000 | — | 1,499,991 | — | 1,600,000 | — | 35,475 | 4,085,466 | | | | 2022 | 760,000 | 2,000,000 | 999,977 | — | — | — | 22,899 | 3,782,876 | | Dana Perlman | < 1 (1) | 2024 | 14,423 | — | 299,979 | — | — | — | — | 314,402 | | Executive Vice President and Chief Growth and Operations Officer | | | | | | | | | | |

  50. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | (1) Ms. Perlman became an executive officer on January 8, 2024. |

  51. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | (2) 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. For a discussion of valuation assumptions, see Note J to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended January 31, 2024. |

  52. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | (3) All Other Compensation includes the following: |

  53. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | | | | Matching | | | | | | Life Insurance | Contribution to | | | | | Fiscal | Premiums | 401(k) Plan | | | | Name | Year | (a) | (b) | Perquisites | Total | | Morris Goldfarb | 2024 | 138,900 | 13,200 | 36,864(c) | 188,964 | | | 2023 | 138,900 | 12,200 | 139,788(d) | 290,888 | | | 2022 | 138,900 | — | 136,252(e) | 275,152 | | Neal S. Nackman | 2024 | 13,152 | 13,200 | — | 26,352 | | | 2023 | 12,600 | 12,200 | — | 24,800 | | | 2022 | 12,072 | — | — | 12,072 | | Sammy Aaron | 2024 | 32,935 | 13,200 | 13,172(f) | 59,307 | | | 2023 | 29,978 | 12,200 | 13,454(f) | 55,632 | | | 2022 | 27,217 | — | 13,092(f) | 40,309 | | Jeffrey Goldfarb | 2024 | 3,500 | 13,200 | 19,838(g) | 36,538 | | | 2023 | 3,500 | 12,200 | 19,775(g) | 35,475 | | | 2022 | 3,500 | — | 19,399(g) | 22,899 | | Dana Perlman | 2024 | — | — | — | — |

  54. FISCAL 2024 SUMMARY COMPENSATION TABLE

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

  55. FISCAL 2024 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). Matching contributions were suspended from May 1, 2020 until January 1, 2022 as part of the cost control measures implemented by G-III in response to the business impact of the COVID-19 pandemic. |

  56. FISCAL 2024 SUMMARY COMPENSATION TABLE

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

  57. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | (d) Includes our contribution of $100,000 to Mr. Goldfarb’s supplemental executive retirement plan account, $20,000 for tax services paid by us for Mr. Goldfarb and $19.788 for the reimbursement of Mr. Goldfarb’s parking expenses. |

  58. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | (e) Includes our contribution of $100,000 to Mr. Goldfarb’s supplemental executive retirement plan account, $20,000 for tax services paid by us for Mr. Goldfarb and $16,252 for the reimbursement of Mr. Goldfarb’s parking expenses. |

  59. FISCAL 2024 SUMMARY COMPENSATION TABLE

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

  60. FISCAL 2024 SUMMARY COMPENSATION TABLE

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

  61. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | ◾ | Morris Goldfarb Employment Agreement |

  62. FISCAL 2024 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 Mr. Goldfarb or the Company gives six months’ notice of non-renewal to the other party by August 1st of the prior year, commencing August 1, 2025. The agreement provides for an annual base salary of $1,350,000. For information with respect to the annual cash incentive payable to Mr. Goldfarb, see “Compensation Discussion and Analysis—Annual Cash Incentives for our Named Executive Officers” above. Mr. 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. Mr. 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 and for additional information with respect to other aspects of Mr. Goldfarb’s employment agreement, see “Compensation Discussion and Analysis-New Compensation Arrangement for Our Chairman and CEO,” “Compensation Discussion and Analysis-Inducement Awards for Our Chairman and CEO and Our Vice Chairman and President” and “Compensation Discussion and Analysis-Long-Term Incentives.”

  63. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | ◾ | Sammy Aaron Employment Agreement |

  64. FISCAL 2024 SUMMARY COMPENSATION TABLE

    Mr. Aaron has an employment agreement with us that is effective through January 31, 2025. 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 Mr. Aaron, see “Compensation Discussion and Analysis—Annual Cash Incentives of our Named Executive Officers” above. For additional information concerning Mr. 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 and for additional information with respect to other aspects of Mr. Aaron’s employment agreement, see “Compensation Discussion and Analysis-New Compensation Arrangement for Our Vice Chairman and President,” “Compensation Discussion and Analysis-Inducement Awards for Our Chairman and CEO and Our Vice Chairman and President” and “Compensation Discussion and Analysis-Long-Term Incentives.”

  65. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | ◾ | Jeffrey Goldfarb Employment Agreement |

  66. FISCAL 2024 SUMMARY COMPENSATION TABLE

    Mr. 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 Mr. 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 Mr. Goldfarb’s employment agreement, see “Compensation Discussion and Analysis-Long-Term Incentives.”

  67. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | ◾ | DANA PERLman Employment Agreement |

  68. FISCAL 2024 SUMMARY COMPENSATION TABLE

    Ms. Perlman has an employment agreement with us effective January 8, 2024 (the “Effective Date”). Her initial base salary is $750,000. The agreement provides for an annual base salary of $750,000. For information with respect to the annual cash incentive payable to Ms. Perlman, see “Compensation Discussion and Analysis—Annual Cash Incentives for our Named Executive Officers” above. For additional information concerning Ms. 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 Ms. Perlman’s employment agreement, see “Compensation Discussion and Analysis-Long-Term Incentives.”

  69. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

    FISCAL 2024 GRANTS OF PLAN-BASED AWARDS In April 2023, the Compensation Committee of our Board of Directors granted PSUs and RSUs with three year cliff vesting to each of Morris Goldfarb, Sammy Aaron, Neal Nackman and Jeffrey Goldfarb. Pursuant to the terms of his new employment agreement, Morris Goldfarb also received grants of inducement PSUs and pursuant to her employment agreement, Ms. Perlman received a grant of RSUs upon becoming an executive of the Company. The following table summarizes these non-equity incentive and stock awards for the 2024 fiscal year.

  70. FISCAL 2024 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 ($) | Threshold (#) | Target (#) (2) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(4) | | Morris Goldfarb | Annual Incentive | N/A | 1,615,000 | 4,000,000 | 9,660,000 | | | | | | | | PSUs | April 27, 2023 | | | | 19,533 | 156,270 | 234,405 | | $2,429,999 | | | RSUs | April 27, 2023 | | | | | | | 104,180(3) | $1,619,999 | | | Inducement PSUs | August 9, 2023 | | | | 304,000 | 380,000 | 456,000 | | $9,378,400 | | | Inducement PSUs | October 17, 2023 | | | | 256,000 | 320,000 | 384,000 | | $7,897,600 | | Sammy Aaron | Annual Incentive | N/A | 1,211,250 | 3,000,000 | 7,245,000 | | | | | | | | PSUs | April 27, 2023 | | | | 10,852 | 86,816 | 130,224 | | $1,349,989 | | | RSUs | April 27, 2023 | | | | | | | 86,816(3) | $1,349,989 | | Neal S. Nackman | Annual Incentive | N/A | 750,000 | 1,500,000 | 2,250,000 | | | | | | | | PSUs | April 27, 2023 | | | | 1,808 | 14,469 | 21,703 | | $224,993 | | | RSUs | April 27, 2023 | | | | | | | 7,956(3) | $224,993 | | Jeffrey Goldfarb | Annual Incentive | N/A | 605,625 | 1,500,000 | 3,622,500 | | | | | | | | PSUs | April 27, 2023 | | | | 5,426 | 43,408 | 65,112 | | $674,994 | | | RSUs | April 27, 2023 | | | | | | | 43,408(3) | $674,994 | | Dana Perlman | RSUs | January 9, 2024 | | | | | | | 9,490(3) | $299,979 |

  71. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

    | (1) The terms of the annual cash incentive award opportunity for each of Mr. Goldfarb and Mr. Aaron are described under “Compensation Discussion and Analysis-Annual Cash Incentives for Our Named Executive Officers.” No annual cash incentive is payable to either executive 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. |

  72. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

    | (2) The amounts reflect the number of PSUs and Inducement PSUs awarded to the Named Executive Officers in Fiscal 2024. 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. As the market based conditions of the Inducements PSUs have been satisfied, when the Inducement PSUs vest based on the time vesting requirement, a +/-20% relative TSR modifier will be applied to determine the actual number of shares earned. The shares awarded for achieving threshold performance goals is 80% of target. No shares are awarded for results below the threshold levels. See “Compensation Discussion and Analysis-New Compensation Arrangement for Our Chairman and CEO,” “Compensation Discussion and Analysis-Inducement Awards for Our Chairman and CEO and Our Vice Chairman and President” and “Compensation Discussion and Analysis—Long-Term Incentives” for a description of the terms of these awards. |

  73. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

    | (3) The amounts reflect the number of RSUs awarded to the Named Executive Officers in fiscal 2024. The RSUs granted in April 2023 vest on June 15, 2026 and those granted in January 2024 vest on January 9, 2027, 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. |

  74. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

    (4)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 2024. For a discussion of valuation assumptions, see Note J to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended January 31, 2024.

  75. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END The following table summarizes the outstanding stock awards held by each Named Executive Officer at January 31, 2024, 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 that were 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 condition as of January 31, 2024. 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, 2024.

  76. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 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 | 104,180(4) | 3,134,776 | 156,270(4) | 4,702,164 | | | 63,633(7) | 1,914,717 | 700,000(5) | 21,063,000 | | | | | 143,220(6) | 4,309,490 | | | | | 63,633(7) | 1,914,717 | | Neal S. Nackman | 14,469(4) | 435,372 | 14,469(4) | 435,372 | | | 7,956(6) | 239,396 | 7,956(6) | 239,396 | | | 5,727(7) | 172,325 | 5,727(7) | 172,325 | | Sammy Aaron | 86,816(4) | 2,612,293 | 86,816(4) | 2,612,293 | | | 42,422(7) | 1,276,478 | 95,480(6) | 2,872,993 | | | | | 42,422(7) | 1,276,478 | | Jeffrey Goldfarb | 43,408(4) | 1,306,147 | 43,408(4) | 1,306,147 | | | 23,870(6) | 718,248 | 23,870(6) | 718,248 | | | 15,908(7) | 478,672 | 15,908(7) | 478,672 | | Dana Perlman | 9,490(8) | 285,554 | | |

  77. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END

    | (1) Reflects time-based RSUs issued to the Named Executive Officers which remained subject to a cliff time vesting condition as of January 31, 2024. |

  78. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END

    | (2) Market value of unvested PSUs and RSUs assume a price of $30.09 per share of our Common Stock as of January 31, 2024. |

  79. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END

    | (3) Reflects (i) PSUs issued to the Named Executive Officers for which neither performance goals nor time vesting conditions had been satisfied as of January 31, 2024 and (ii) Inducement PSUs for which market based conditions have been satisfied but time vesting conditions have not been satisfied as of January 31, 2024. |

  80. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END

    | (4) Reflects RSUs and PSUs issued to the Named Executive Officers in fiscal 2024 under the 2015 Long-Term Incentive Plan, as amended, (the “2015 Plan”). If the performance conditions of such PSUs are satisfied, each Named Executive Officer’s right to receive these shares of Common Stock conditions are satisfied on or before June 15, 2026, each Named Executive Officer’s right to receive these shares of Common Stock will become fully vested on June 15, 2026. Each Named Executive Officer’s right to receive these shares of Common Stock for RSUs will become vested on June 15, 2026, upon satisfaction of the time vesting requirement of these RSUs. |

  81. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END

    | (5) Reflects Inducement PSUs issued to Morris Goldfarb in fiscal 2024 of which 380,000 shares were granted under the 2015 Plan and 320,000 shares under the 2023 Long-Term Incentive Plan (the “2023 Plan”), respectively. As the market based conditions of such Inducement PSUs have been satisfied, Mr. 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 2024 YEAR-END

    | (6) Reflects RSUs and PSUs issued to the Named Executive Officers in fiscal 2023 under the 2015 Plan. If the performance conditions of such PSUs are satisfied, each Named Executive Officer’s right to receive these shares of Common Stock conditions are satisfied on or before April 1, 2025, each Named Executive Officer’s right to receive these shares of Common Stock will become fully vested |

  83. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END

    | on April 1, 2025. Each Named Executive Officer’s right to receive these shares of Common Stock for RSUs will become vested on April 1, 2025, upon satisfaction of the time vesting requirement of these RSUs. |

  84. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END

    | (7) Reflects RSUs and PSUs issued to Named Executive Officers in fiscal 2022 under the 2015 Plan. The shares of Common Stock under the RSUs time vested on April 1, 2024. As the performance conditions of these PSUs were satisfied, the shares of Common Stock under the PSUs also vested on April 1, 2024. |

  85. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END

    | (8) Reflects RSUs issued to Ms. 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. |

  86. FISCAL 2024 OPTION EXERCISES AND STOCK VESTED

    FISCAL 2024 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, 2024. No options were outstanding or exercised during the fiscal year ended January 31, 2024.

  87. FISCAL 2024 OPTION EXERCISES AND STOCK VESTED

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Morris Goldfarb | 375,000(1) | 7,492,500 | | Neal S. Nackman | 45,000(1) | 899,100 | | Sammy Aaron | 250,000(1) | 4,995,000 | | Jeffrey Goldfarb | 112,500(1) | 2,247,750 | | Dana Perlman | - | - |

  88. FISCAL 2024 OPTION EXERCISES AND STOCK VESTED

    | (1) Reflects shares issued on vesting of RSUs on June 15, 2023. |

  89. FISCAL 2024 OPTION EXERCISES AND STOCK VESTED

    | (2) Reflects the aggregate value of the shares issued at a market price of $19.98 on June 15, 2023. |

  90. FISCAL 2024 NONQUALIFIED DEFERRED COMPENSATION

    FISCAL 2024 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, 2024.

  91. FISCAL 2024 NONQUALIFIED DEFERRED COMPENSATION

    | | Executive | Registrant | Aggregate | Aggregate | Aggregate | | | Contributions | Contributions | Earnings (Loss) | Withdrawals/ | Balance at | | Name | in Fiscal 2024 ($) | in Fiscal 2024 ($) | in Fiscal 2024 ($) | Distributions ($) | January 31, 2024 ($) | | Morris Goldfarb | — | —(1) | 390,156(2) | — | 3,340,625(3) |

  92. FISCAL 2024 NONQUALIFIED DEFERRED COMPENSATION

    | (1) Mr. Goldfarb did not earn a contribution in fiscal 2024. |

  93. FISCAL 2024 NONQUALIFIED DEFERRED COMPENSATION

    | (2) Since G-III does not pay above market interest or provide any other preference to Mr. 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. |

  94. FISCAL 2024 NONQUALIFIED DEFERRED COMPENSATION

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

  95. 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.

  96. 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 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.

  97. CEO PAY RATIO

    CEO PAY RATIO The total compensation for fiscal 2024 of our Chairman and Chief Executive Officer, Morris Goldfarb, was $31,431,039, as reflected in the Fiscal 2024 Summary Compensation Table above. We estimate that the median annual compensation for all G-III employees, excluding Morris Goldfarb, was $27,243 for fiscal 2024. As a result, we estimate that, for fiscal 2024, the ratio of Morris Goldfarb’s total annual compensation to that of our median employee was 1,154 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. The CEO pay ratio is also skewed upwards as a result of the one-time inducement award under Mr. Goldfarb’s new employment agreement being included in his compensation in the Fiscal 2024 Summary Compensation Table above. Excluding our retail store employees, the median annual compensation for fiscal 2024 of G-III employees, excluding Morris Goldfarb, was $38,640 and excluding the one-time inducement award in the amount of $16,660,000, the total compensation for fiscal 2024 of Mr. Goldfarb was $14,771,039. Based on these amounts, we estimate that, for fiscal 2024, the ratio of Morris Goldfarb’s total annual compensation to that of our median non-retail store employees was 382 to 1. As of December 31, 2023, G-III employed 4,890 employees worldwide, of which approximately 63% were employed in the U.S., 12% 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, 2023, 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 2024 Summary Compensation Table included in this Proxy Statement. We did not annualize the compensation for any employee employed for less than the calendar year 2023. 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.

  98. FISCAL 2024 PAY vs. PERFORMANCE

    FISCAL 2024 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”.

  99. FISCAL 2024 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 | | 2024 | 31,431,039 | 44,305,949 | 5,295,148 | 8,807,666 | $110.58 | $95.33 | 174,740 | 240,599 | | 2023 | 5,790,860 | (3,406,531) | 3,371,945 | 169,702 | $62.18 | $115.37 | (134,382) | (138,170) | | 2022 | 24,942,778 | 26,290,697 | 5,854,421 | 6,494,398 | $99.85 | $136.66 | 200,101 | 270,976 |

  100. FISCAL 2024 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. |

  101. 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.

  102. 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 | | 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 |

  103. 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. |

  104. 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: |

  105. 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 |

  106. 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 |

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

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

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

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

  109. 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. |

  110. 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 | | 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 |

  111. 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 2024, Sammy Aaron, Neal Nackman, Jeffrey Goldfarb and Dana Perlman, who became an NEO on January 8, 2024; for fiscal 2023, Sammy Aaron, Neal Nackman and Jeffrey Goldfarb; and for fiscal 2022, Sammy Aaron, Neal Nackman, Jeffrey Goldfarb and Wayne Miller, who ceased being an NEO effective July 1, 2021.

  112. 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 | | 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 | 6,494,398 |

  113. 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. |

  114. 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: |

  115. 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 |

  116. 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 |

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

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

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

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

  119. 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. |

  120. 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 | | 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 |

  121. 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:

  122. 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 |

  123. 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.

  124. FISCAL 2024 DIRECTOR COMPENSATION TABLE

    FISCAL 2024 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, 2024, 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 2024 Summary Compensation Table appearing elsewhere in this Proxy Statement.

  125. FISCAL 2024 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 | 144,992(3) | — | — | 242,992 | | Dr. Joyce F. Brown | 48,904 | 129,998(3) | — | — | 178,902 | | Alan Feller (4) | 105,000 | 154,995(3) | — | — | 259,995 | | Victor Herrero | 81,521 | 129,998(3) | — | — | 211,519 | | Robert L. Johnson | 82,000 | 129,998(3) | — | — | 211,998 | | Patti H. Ongman | 85,000 | 129,998(3) | — | — | 214,998 | | Laura Pomerantz | 85,000 | 129,998(3) | — | — | 214,998 | | Michael Shaffer | 55,425 | 129,998(3) | — | — | 185,423 | | Cheryl Vitali | 82,000 | 129,998(3) | — | — | 211,998 | | Lisa Warner Wardell (5) | 29,808 | — | — | — | 29,808 | | Richard White | 152,000 | 179,993(3) | — | — | 331,993 | | Andrew Yeager | 48,904 | 129,998(3) | — | — | 178,902 |

  126. FISCAL 2024 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. |

  127. FISCAL 2024 DIRECTOR COMPENSATION TABLE

    | (2) At January 31, 2024, the directors named in the table above held unvested RSUs as follows: Mr. Thomas J. Brosig, 12,080 RSUs; Dr. Joyce F. Brown, 6,407 RSUs; Mr. Alan Feller, 12,934 RSUs; Mr. Victor Herrero, 10,799 RSUs; Mr. Robert L. Johnson, 10,799 RSUs; Ms. Ongman, 9,797 RSUs; Ms. Laura Pomerantz, 10,799 RSUs; Mr. Michael Shaffer, 6,407 RSUs; Ms. Cheryl Vitali, 10,799 RSUs; Mr. Richard White, 15,069 RSUs; and Mr. Andrew Yaeger, 6,407 RSUs. |

  128. FISCAL 2024 DIRECTOR COMPENSATION TABLE

    | (3) In fiscal 2024, our Compensation Committee granted each of our non-employee directors then serving on the Board (Thomas J. Brosig, Dr. Joyce F. Brown, Alan Feller, Victor Herrero, Robert L. Johnson, Patti H. Ongman, Laura Pomerantz, Michael Shaffer, Cheryl Vitali, Richard White and Andrew Yaeger) RSUs that enable each of them to receive up to 6,407 shares of our Common Stock, subject to satisfaction of specified conditions. In addition, our Compensation Committee granted an additional 2,464 RSUs to Mr. White in recognition of his service as Lead Independent Director, an additional 1,232 RSUs to Mr. Feller in recognition of his service as Chair of the Audit Committee and an additional 739 RSUs to Mr. 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 2023 Annual Meeting and vest on the first anniversary of the 2023 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 2023 Annual Meeting, which constitutes the grant date fair value computed in accordance with ASC 718. For a discussion of valuation assumptions, see Note J to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended January 31, 2024. |

  129. FISCAL 2024 DIRECTOR COMPENSATION TABLE

    | (4) Alan Feller has decided not to stand for reelection at the 2024 Annual Meeting. |

  130. FISCAL 2024 DIRECTOR COMPENSATION TABLE

    | (5) Lisa Warner Wardell did not stand for reelection at the 2023 Annual Meeting and was a director only until June 8, 2023. |

  131. FISCAL 2024 DIRECTOR COMPENSATION TABLE

    Thirteen directors are to be elected at the Annual Meeting. Unless otherwise specified, the enclosed proxy will be voted in favor of the thirteen persons named below to serve until the next Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified. Alan Feller, a current director of the Company and the Chairman of our Audit Committee, advised us that he will not stand for reelection at the Annual Meeting. 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.

  132. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  133. DIRECTOR NOMINEES

    | MORRIS GOLDFARB Chairman of the Board and Chief Executive Officer, G-III | Age: 73 Director since: 1974 Committees: • None | Mr. Goldfarb has served as an executive officer of G-III and our predecessors since our formation in 1974. Qualifications Mr. 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; Chief Executive Officer, Calvin Klein divisions | Age: 64 Director since: 2005 Committees: • None | Vice Chairman of G-III since our acquisition of J. Percy for Marvin Richards Ltd. in July 2005 and President since September 2016. Mr. Aaron is also the Chief Executive Officer of our Calvin Klein divisions. Qualifications Mr. 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. |

  134. DIRECTOR NOMINEES

    | THOMAS J. BROSIG Owner and Chief Financial Officer, McMurphy Homes, LLC Independent | Age: 74 Director since: 1992 Committees: • Compensation • Nominating and Corporate Governance | Mr. 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, Mr. Brosig was President of Nikki Beach Worldwide and President and Chief Executive Officer of Penrod’s Restaurant Group. From 2013 to 2016, Mr. Brosig was a strategic business consultant. Mr. Brosig was Chief Executive Officer of MVB Holdings LLC from December 2011 until November 2012. Mr. 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 Mr. 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. |

  135. DIRECTOR NOMINEES

    | DR. JOYCE F. BROWN President, Fashion Institute of Technology Independent | Age: 77 Director since: 2023 Committees: • None | 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 and Director of Strategic Planning, G-III | Age: 47 Director since: 2009 Committees: • None | Mr. Goldfarb has been our Executive Vice President and Director of Strategic Planning since June 2016. From 2004 to June 2016, Mr. Goldfarb served as our Director of Business Development. He has been employed full-time by G-III in several other capacities since 2002. Mr. Goldfarb is also licensed as an attorney. Qualifications Mr. 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. |

  136. DIRECTOR NOMINEES

    | VICTOR HERRERO Global Chief Executive Officer, and Director of Lovisa Holdings, Ltd. Independent | Age: 54 Director since: 2019 Committees: • Audit | Mr. Herrero was appointed Chief Executive Officer and Director of Lovisa Holdings, Ltd, an Australian public company engaged in the retail sale of fashion jewelry and accessories, in October 2021. Mr. Herrero was Chief Executive Officer and Executive Chairman of Clarks, an international shoe manufacturer and retailer from March 2021 to October 2021. Mr. 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. Mr. Herrero served on the board of directors of Clarks from 2019 to 2021, Global Fashion Group, a Xetra-listed company in Germany, from 2019 to 2023 and Viva China Holdings, Ltd., a Hong Kong exchange public company, from 2020 to 2023. Qualifications Mr. 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. | | ROBERT L. JOHNSON Founder and Chairman of The RLJ Companies, LLC and former Founder and Chairman of Black Entertainment Television (BET) Independent | Age: 77 Director since: 2020 Committees: • Nominating and Corporate Governance Other Current Public Company Boards: • RLJ Lodging Trust | Mr. Johnson is the founder and Chairman of The RLJ Companies, an innovative business network, and owns or holds interests in businesses operating in hotel real estate, private equity, 401(k) fintech services, automobile dealerships, content streaming, gaming and sports betting. Prior to forming The RLJ Companies in 2004, Mr. Johnson was founder, chairman and chief executive officer of Black Entertainment Television (BET), the nation’s first Black-owned cable television network. He continued to serve as chief executive officer of BET until 2006. Mr. Johnson has served as Chairman of the Board of Trustees of RLJ Lodging Trust (NYSE: RLJ) since 2011. In addition, he served on the Board of Directors of (i) KB Home from 2008 to 2022, (ii) Elevate Credit, Inc. from 2014 to 2021 and (iii) Discovery, Inc. from 2021 to 2022. Qualifications Mr. Johnson’s success as a business leader and entrepreneur, as well as his experience in critical areas such as real estate, finance, brand development and multicultural marketing, are of great value to us. In addition, he brings experience from having served on the board of directors of several publicly-traded companies, including service on audit, governance and compensation committees, and has a proven commitment to serving minority and underserved consumers. |

  137. DIRECTOR NOMINEES

    | PATTI H. ONGMAN Independent Retail Consultant and Former Chief Merchandising Officer - Macy’s Independent | Age: 68 Director since: 2022 Committees: • Compensation | Ms. Ongman is an independent retail consultant and serves as an external advisor to a leading international consulting company. Ms. 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 Ms. 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. | | LAURA POMERANTZ Vice Chairman and Head of Strategic Accounts, Cushman & Wakefield; Principal and Chief Executive Officer, Laura Pomerantz Real Estate LLC Independent | Age: 76 Director since: 2005 Committees: • Compensation Other Current Public Company Boards: • Retail Opportunity Investments Corp. | Since October 2014, Ms. Pomerantz has been Vice Chairman and Head of Strategic Accounts at Cushman & Wakefield. Since April 2013, she has also served as Principal and Chief Executive Officer of Laura Pomerantz Real Estate LLC, a real estate firm offering commercial real estate advisory and execution services. From 2001 until April 2013, Ms. Pomerantz was a principal of PBS Real Estate, LLC, a real estate firm offering commercial real estate advisory and execution services. Since 2007, she has served as a director of Retail Opportunity Investments Corp., a publicly traded REIT. Ms. Pomerantz served as a director of Mack-Cali Realty Corporation from 2019 to 2020. Qualifications Ms. Pomerantz is an experienced business executive with a significant background in the real estate, apparel and retail fields that is of great benefit to decision-making by our Board. |

  138. DIRECTOR NOMINEES

    | MICHAEL SHAFFER Retired Executive Vice President, Chief Operating and Financial Officer, PVH Corp. Independent | Age: 61 Director since: 2023 Committees: • Audit Financial Expert Other Current Public Company Boards: • Torrid Holdings Inc. | Mr. Shaffer is currently retired. Mr. 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. Mr. Shaffer joined PVH Corp. in 1990 and held numerous positions in its wholesale and retail divisions. Prior to joining PVH Corp., Mr. 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. Mr. Shaffer is currently a director of Torrid Holdings Inc. (NYSE: CURV). Mr. Shaffer served on the Board of Directors of The Children’s Place from 2023 through 2024 and Build-A-Bear Workshops from 2014 through 2019. Assuming election as a director at the Annual Meeting, Mr. Shaffer is expected to be appointed as the Chairman of the Audit Committee. Qualifications Mr. Shaffer’s extensive knowledge and experience in both financial and business operations in the retail and apparel industries are of great value to us. | | CHERYL VITALI Global President of L’Oreal’s American Luxury Brands Independent | Age: 62 Director since: 2011 Committees: • Nominating and Corporate Governance | Ms. Vitali has served in various capacities at L’Oréal since 2003. She has been Global President of L’Oréal’s American Luxury Brands since January 2020 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. Qualifications Ms. Vitali is an experienced business executive with significant retail, marketing and consumer product and branding expertise that is of great benefit to our Board. |

  139. DIRECTOR NOMINEES

    | RICHARD WHITE Chief Executive Officer, Aeolus Capital Group LLC Independent | Age: 70 Director since: 2003 Committees: • Audit • Compensation • Nominating and Corporate Governance Financial Expert Lead Independent Director | Mr. 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, Mr. 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, Mr. 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, Mr. White was a director of Escalade Inc., a manufacturer, importer and distributor of sporting goods. From 2017 to February 2023, Mr. White served as a director of PARTS iD, Inc., formerly Legacy Acquisition Corp. Mr. White previously served as a director of G-III from November 1991 to July 1993. Qualifications Mr. White is a Certified Public Accountant and 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. | | ANDREW YAEGER Global Head of Strategic Equity Transactions Group, Jefferies Financial Group Inc. Independent | Age: 46 Director since: 2023 Committees: • None | Mr. Yaeger has been the Global Head of Jefferies’ Strategic Equity Transactions Group since 2021. From 2004 until 2021, Mr. 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 Mr. Yaeger’s extensive knowledge and experience in capital markets, strategic transactions and financing are of great value to us. |

  140. DIRECTOR NOMINEES

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

  141. DIRECTOR NOMINEES

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