DEF 14A of G III Apparel Group LTD /De/
Filed May 9, 2025 · FY20250001558370-25-007172
Our Director Nominees
Our Director Nominees
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. |
Our Director Nominees
Our director nominees are listed below.
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 | | 74 | | | 1974 | | | | | | | | | | | | | | | Sammy Aaron Vice Chairman and President, G-III | | 65 | | | 2005 | | | | | | | | | | | | | | | Thomas J. Brosig Owner and Chief Financial Officer, McMurphy Homes, LLC | | 75 | | | 1992 | | | | | | | | | | | ● | | | | Dr. Joyce F. Brown President, Fashion Institute of Technology | | 78 | | | 2023 | | | | | | | | | | | | | ● | | Jeffrey Goldfarb Executive Vice President, G-III | | 48 | | | 2009 | | | | | | | | | | | | | | | Victor Herrero Chief Executive Officer and Director, Lovisa Holdings, Ltd. | | 56 | | | 2019 | | | | | | | ● | | | | | | | | Robert L. Johnson Founder and Chairman of The RLJ Companies, LLC and former Founder and Chairman of Black Entertainment Television (BET) | | 78 | | | 2020 | | | | | | | | | | | | | ● | | Patti H. Ongman Independent Retail Consultant and Former Chief Merchandising Officer - Macy’s | | 69 | | | 2022 | | | | | | | | | | | ● | | | | Laura Pomerantz Vice Chairman and Head of Strategic Accounts, Cushman & Wakefield | | 77 | | | 2005 | | | | | | | | | | | ● | | | | Michael Shaffer Retired Executive Vice President, Chief Operating and Financial Officer, PVH Corp. | | 62 | | | 2023 | | | | | | | | | | | | | | | Cheryl Vitali General Manager L’Oreal, Project Energy transformation | | 64 | | | 2011 | | | | | | | | | | | | | ● | | Richard White CEO, Aeolus Capital Group LLC | | 71 | | | 2003 | | | | | | | ● | | | | | | ● | | Andrew Yaeger Global Head of Strategic Equity Transactions Group, Jefferies Financial Group Inc. | | 47 | | | 2023 | | | | | | | ● | | | | | | | | Meetings in Fiscal 2025 | | | | | | | | | | 8 | | | | 4 | | | 2 | | | Committee Chair | ● Member | | | Audit Committee Financial Expert | | | | | Chairman of the Board | | | | | | Lead Independent Director | | | |
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, Richard White and Andrew Yaeger are independent directors. 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 three times during the fiscal year ended January 31, 2025. During the fiscal year ended January 31, 2025, each director attended at least 75% of the meetings of the Board of Directors and committees of the Board on which he or she served. All of our directors attended the 2024 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).
Board of Directors
| AUDIT COMMITTEE | Meetings during the fiscal year ended January 31, 2025: | 8 | | ● Michael Shaffer ● Victor Herrero ● Richard White ● Andrew Yaeger | Responsibilities The Audit Committee is responsible for, among other things: ● assisting the Board in monitoring: (i) the integrity of our financial statements, (ii) the qualifications and independence of our independent auditors, (iii) the performance of our internal audit function and independent auditors, and (iv) our compliance with legal and regulatory requirements. ● the appointment, compensation and oversight of the work of G-III’s independent registered public accounting firm. | | | ALL MEMBERS OF THE AUDIT COMMITTEE ARE INDEPENDENT. | Qualifications The Board has determined that each of Messrs. Shaffer, White and Yaeger is an audit committee financial expert as such term is defined in the rules of the SEC. | | | | Charter A copy of the Audit Committee’s charter is available in the “Investors” section of our website at http://www.giii.com. | |
Board of Directors
| COMPENSATION COMMITTEE | Meetings during the fiscal year ended January 31, 2025: | 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 one time during the year ended January 31, 2025. | | | | 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, 2025, 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. | | |
Board of Directors
| NOMINATING AND CORPORATE GOVERNANCE COMMITTEE | Meetings during the fiscal year ended January 31, 2025: | 2 | | ● Thomas J. Brosig ● Dr. Joyce F. Brown ● Robert L. Johnson ● Cheryl Vitali ● Richard White ALL MEMBERS OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE ARE INDEPENDENT. | Responsibilities The Nominating and Corporate Governance Committee is responsible for, among other things: ● assisting the Board in its selection of individuals (i) as nominees for election to the Board at G-III’s annual meeting of the stockholders or (ii) to fill any vacancies or newly created directorships on the Board and ● developing and maintaining G-III’s corporate governance policies, and any related matters required by the federal securities laws. The Nominating and Corporate Governance Committee is also responsible for our Director Selection and Qualification Standards and Resignation Policy as described below. The Nominating and Corporate Governance Committee met to review the performance and the experience, qualifications, attributes and skills of the members of the Board and recommended to our Board the persons to be nominated for election as directors at the Annual Meeting. | | | | 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. | |
CD&A Table of Contents
| 26 | EXECUTIVE SUMMARY | 37 | Other Compensation Elements | | 26 | Our Business Performance in Fiscal 2025 | 38 | Employment Agreements | | 28 | Our Stockholder Outreach Initiative | 38 | OTHER COMPENSATION AND GOVERNANCE PROGRAMS, POLICIES AND CONSIDERATIONS | | 28 | Our “Say on Pay” Results Last Year and Our Response | 38 | Stock Ownership Guidelines | | 29 | New Compensation Arrangement For Our Chairman and CEO | 39 | Clawback/Executive Incentive Compensation Recoupment Policy | | 32 | New Compensation Arrangement For Our Vice Chairman and President | 39 | Anti-Hedging Policy | | 33 | Our Pay Mix is Heavily Weighted Towards Incentive-Based Compensation | 39 | Anti-Pledging Policy | | 34 | Our Compensation Program Reflects Best Practices | 39 | HOW WE MAKE COMPENSATION DECISIONS | | 34 | ELEMENTS OF OUR COMPENSATION PROGRAM―WHAT WE PAY AND WHY | 39 | The Role of the Compensation Committee | | 34 | Our Compensation Philosophy | 39 | The Role of Management | | 34 | Base Salary | 39 | The Role of Independent Compensation Consultants | | 34 | Annual Cash Incentives for Our Other Named Executive Officers | 40 | The Role of Competitive Marketplace Practice | | 36 | Long-Term Incentives | 40 | The Consideration of Risk | | 37 | Timing of Equity Awards | | |
Summary of Pay and Performance Alignment for Fiscal 2025 Performance
| ● | Our NEOs earn annual cash incentives based on adjusted pre-tax income. The adjusted pre-tax income for fiscal 2025 was $280 million. This exceeded the target of $238 million by 18% and exceeded the prior year’s actual result by 13%. The modifier for the change in basic common stock outstanding was 103% and the modifier for adjusted EPS was 109%, resulting in an overall payout of 225.4% of the target annual cash incentive for each of these executives. See “Annual Cash Incentives For Our Named Executive Officers” for more details on the annual cash incentives. |
Summary of Pay and Performance Alignment for Fiscal 2025 Performance
| ● | Our NEOs received performance share unit (“PSU”) awards in fiscal 2023 that were contingent on achieving targets for Cumulative Adjusted Earnings Before Interest and Taxes (75% weighting) and Return on Invested Capital (25% weighting) established for the 3-year performance period of fiscal 2023 through 2025. The Compensation Committee set rigorous targets of $980 million of Cumulative Adjusted Earnings Before Interest and Taxes and 11.8% for Return on Invested Capital for these awards. The Compensation Committee determined that these objectives were partially met, resulting in a payout of 61% of the PSUs awarded. |
Summary of Pay and Performance Alignment for Fiscal 2025 Performance
| ● | In fiscal 2024, our Compensation Committee completed negotiations to amend the employment agreements with Morris Goldfarb, our Chairman and CEO and Sammy Aaron, our Vice Chairman and President. These negotiations resulted in 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. |
New Compensation Arrangement for our Chairman AND CEO
| Compensation Element | Prior Employment Agreement Estimated for Fiscal 2025 | New Employment Agreement in Fiscal 2025 | | Salary | • $1,000,000 | •$1,350,000 • Mr. Goldfarb’s last salary increase occurred in 2009 | | Annual Cash Incentive | •Uncapped formula bonus equal to approximately 6% of pre-tax income, estimated at $16,400,000 for Fiscal 2025 • Over the last 5 years, formula bonus payout ranged from $0 to $11,314,365 and averaged $6,639,673 | •Target bonus of $4,000,000, capped at $9,660,000 • Primary metric is pre-tax income performance vs. budget, with a +/-15% modifier for EPS growth and a +/- 5% modifier for dilution caused by a decrease or increase in Common Shares outstanding | | Long-Term Incentive | • Equity grant of approximately $6,000,000 | •Equity grant with a grant date value of $6,000,000, subject to a limit of 300,000 shares; 60% performance-based / 40% time-based • Metrics include 3-year targets for EBIT (75%) and ROIC (25%) | | Total Compensation | • Estimated at $23,400,000 under Prior Agreement | •At target performance under New Agreement: $11,350,000; 51% reduction compared to Prior Agreement • For actual performance in Fiscal 2025: $16,365,040, 30% reduction compared to Prior Agreement |
New Compensation Arrangement for our Chairman AND CEO
The chart below compares Mr. M. Goldfarb’s fiscal 2025 actual compensation and his fiscal 2025 target compensation to the estimated compensation that Mr. M. Goldfarb would have received in fiscal 2025 under his prior annual cash incentive formula which was based on approximately 6% of pre-tax income. The change to the new annual cash incentive metrics reduced Mr. M. Goldfarb’s award in fiscal 2025 by 45%, or $7,384,950, compared to what he would have received in fiscal 2025 under the prior formula.
Morris Goldfarb’s Compensation Package
| ● | Total compensation for fiscal 2025 declined by 30% compared to what we estimate would have been earned under Mr. Goldfarb’s prior employment agreement. |
Morris Goldfarb’s Compensation Package
| ● | Under his new employment agreement, Mr. Goldfarb’s target total compensation for fiscal 2025 is $12.1 million, or 51%, lower than what he would have earned for fiscal 2025 under the previous arrangement. |
Morris Goldfarb’s Compensation Package
| ● | Fiscal 2025 target compensation of $11.35 million is in line with the compensation peer group median of approximately $11.4 million. |
Morris Goldfarb’s Compensation Package
| ● | Payouts under the new annual cash incentive program are based on profit performance versus budget rather than on a percentage of the Company’s pre-tax income. These payments are capped at 241.5% of Mr. Goldfarb’s annual target incentive opportunity. This is a significant change from the prior arrangement that determined annual incentive compensation for our Chairman and CEO based primarily on approximately 6% of pre-tax income without a specific cap. See “Annual Cash Incentives for Our Named Executive Officers” below for more detail on the annual cash incentives under the new employment agreements. |
Morris Goldfarb’s Compensation Package
| ● | 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 2025. |
Morris Goldfarb’s Compensation Package
| ● | Mr. Goldfarb’s severance benefits were significantly reduced to 2 times salary plus 2 times target bonus under the new employment agreement, compared to salary continuation through the term of his prior employment agreement and a payment of 3 times 3-year average actual bonus. |
Morris Goldfarb’s Compensation Package
| ● | Under the terms of his new employment agreement, Mr. Goldfarb’s annual salary was increased from $1,000,000 to $1,350,000. Mr. Goldfarb last received a salary increase in fiscal 2009. There was no salary increase in fiscal 2025. |
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 fiscal 2025 actual compensation and his fiscal 2025 target compensation to the estimated compensation that Mr. Aaron would have received in fiscal 2025 under his prior annual cash incentive formula which was based on approximately 4% of pre-tax income. The change to the new annual cash incentive metrics reduced Mr. Aaron’s award in fiscal 2025 by 37%, or $3,939,000, compared to what he would have received in fiscal 2025 under the prior formula.
Sammy Aaron’s Compensation Package
| ● | Total compensation for fiscal 2025 declined by 24% compared to what would have been earned under Mr. Aaron’s prior employment agreement. |
Sammy Aaron’s Compensation Package
| ● | Under his new employment agreement, Mr. Aaron’s target total compensation for fiscal 2025 is 48%, or $7.7 million lower than what he would have earned in fiscal 2025 under the previous arrangement. |
Sammy Aaron’s Compensation Package
| ● | Payouts under the new annual cash incentive program are based on profit performance versus budget rather than on a percentage of the Company’s pre-tax income. Payouts under the new annual cash incentive program will be capped at 241.5% of Mr. Aaron’s annual target incentive opportunity. This is a significant change from the prior arrangement that determined annual incentive compensation for our Vice Chairman and President based primarily on approximately 4% of pre-tax income without a cap. See “Annual Cash Incentives for Our Named Executive Officers” below for more detail on the annual cash incentives under the new employment agreements. |
Sammy Aaron’s Compensation Package
| ● | 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. |
Sammy Aaron’s Compensation Package
| ● | Mr. Aaron earned a deferred cash bonus of $1,000,000 for continued service through January 31, 2025 as an inducement to accept his new employment agreement. |
Sammy Aaron’s Compensation Package
| ● | Mr. Aaron’s severance benefits were significantly reduced to 2 times salary plus 2 times 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. |
Sammy Aaron’s Compensation Package
| ● | Under the terms of his new employment agreement, Mr. Aaron’s annual salary was increased from $950,000 to $1,000,000 in fiscal 2024. There was no salary increase in fiscal 2025. |
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 | | |
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; |
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; |
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 |
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. There were no discretionary adjustments applied to the annual cash incentive calculation for any named executive officer. 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 2025, the Compensation Committee approved a target for adjusted pre-tax income of $238 million based on the in-depth review of the budget by the Audit Committee which advised the Compensation Committee that the target was appropriately challenging.
ANNUAL CASH INCENTIVES FOR OUR Named Executive Officers
| ● | The adjusted pre-tax income for fiscal 2025 was $280 million. |
ANNUAL CASH INCENTIVES FOR OUR Named Executive Officers
| ● | This exceeded the target of $238 million by 18% and exceeded the prior year’s actual result by 13%, 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. |
ANNUAL CASH INCENTIVES FOR OUR Named Executive Officers
| ● | The modifier for the change in basic common stock outstanding was 103% and the modifier for adjusted EPS was 109%, resulting in an overall payout of 225.4% of the target annual cash incentive for each of the executives. Additional details are provided below: |
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 2025 Performance Result (% of Target) | | Adjusted Pre-Tax Income vs Budget | 100% | $190.4M | $238.0M | $261.8M | $280M | 200% | | Change in Basic Common Stock Outstanding | Modifier: +/-5% | -5% | 0% | -5% | +3% | 103% | | Change in Adjusted Earnings per Share (EPS) | Modifier: +/-15% | -15% | +0% | +15% | +9% | 109% | | Overall Funding as % of Target | | | | | | 225.4% |
ANNUAL CASH INCENTIVES FOR OUR Named Executive Officers
| Executive | Position | Target Award | Actual Achievement as % of Target | Fiscal 2025 Annual Cash Incentive Awards | | Morris Goldfarb | Chairman and CEO | $4,000,000 | 225.4% | $9,015,000 | | Sammy Aaron | Vice Chairman and President | $3,000,000 | 225.4% | $6,761,000 | | Jeffrey Goldfarb | Executive Vice President | $1,500,000 | 225.4% | $3,381,000 |
ANNUAL CASH INCENTIVES FOR OUR Named Executive Officers
The annual cash incentive program for Neal Nackman, our Chief Financial Officer, and Dana Perlman, our Chief Growth and Operations Officer, was based 60% on adjusted pre-tax income compared to budget and 40% on individual performance. The Committee approved a target award of $750,000 for fiscal 2025 for each executive. 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 each executive’s strong individual performance, Mr. Nackman and Ms. Perlman each earned an annual cash incentive award of $1.0 million for fiscal 2025.
LONG-TERM INCENTIVES
LONG-TERM INCENTIVES We grant long-term incentive awards to our NEOs to align their interests with those of our stockholders by rewarding our executives for achieving long-term performance objectives and enhancing stockholder value. Equity grants subject to multi-year vesting also helps us retain executives in the highly competitive apparel industry. In fiscal 2025, the Committee awarded equity grants to Morris Goldfarb, Sammy Aaron and Jeffrey Goldfarb that were 60% performance-based PSUs and 40% time-based RSUs, each with 3-year cliff vesting, consistent with the terms to the employment agreements negotiated in fiscal 2024. 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 to the grant of an aggregate of 300,000 shares for Mr. M. Goldfarb and 225,000 shares for Mr. Aaron in order to prevent excessive dilution. Neal Nackman received an equity grant that was 50% performance-based PSUs and 50% time-based RSUs, each with 3-year cliff vesting. Dana Perlman received a grant of time-based RSUs when she joined the Company. 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). Cumulative Adjusted EBIT was selected as a metric because it is a fundamental measure of profitability, while ROIC measures management’s success over time in making profitable investments in owned and licensed brands and acquisitions. The actual number of PSUs that may vest depends on the performance level achieved relative to each metric and may range from zero up to 150% of the number of PSUs awarded in the table below.
LONG-TERM INCENTIVES
| Long-Term Incentives | Executive | Fiscal 2025 Award Grant Date Fair Value (in thousands) | 3-year Cliff Vesting RSUs Awarded | PSUs Awarded | | | Morris Goldfarb | $6,000 | 83,333 | 125,000 | | | Sammy Aaron | $4,500 | 62,500 | 93,750 | | | Jeffrey Goldfarb | $1,750 | 24,305 | 36,458 | | | Neal Nackman | $450 | 7,812 | 7,812 |
LONG-TERM INCENTIVES
The Compensation Committee determined the value of the grants made in the beginning of fiscal 2025 by analyzing the value of grants to peer company executives and assessing our results and long-term outlook. The value of the grant is intended to represent a meaningful portion of total compensation for each executive to align their interests with long-term business performance. The Committee sets Cumulative Adjusted Earnings Before Interest and Taxes and Return on Invested Capital performance targets that it considers rigorous based on various company, industry and economic forecasts.
FISCAL 2023 THROUGH 2025 PERFORMANCE SHARE UNIT AWARDS
FISCAL 2023 THROUGH 2025 PERFORMANCE SHARE UNIT AWARDS Our NEOs received PSU awards in fiscal 2023 that were contingent on achieving targets for Cumulative Adjusted Earnings Before Interest and Taxes (75% weighting) and Return on Invested Capital (25% weighting) established for the 3-year performance period, as detailed below. The Compensation Committee determined that these objectives were partially met, resulting in a payout of 61% of the PSUs awarded.
FISCAL 2023 THROUGH 2025 PERFORMANCE SHARE UNIT AWARDS
| Metric | Threshold ($mm) | Target ($mm) | Maximum ($mm) | Actual ($mm) | % Payout | | Cumulative Adjusted EBIT (75%) | $880 | $980 | $1,080 | $884 | 75% x 52% achievement = 39% | | ROIC (25%) | 10.6% | 11.8% | 13.0% | 11.6% | 25% x 90% achievement = 22% | | Total % Payout | | | | | 39% + 22% = 61% Payout |
TIMING OF EQUITY AWARDS
TIMING OF EQUITY AWARDS We do not coordinate annual equity awards to our Named Executive Officers with the release of material non-public information. The Compensation Committee generally makes equity grants to existing employees on an annual basis at a regularly scheduled Compensation Committee meeting held each year in late March or early April after financial results for the prior year are final. Equity grants to new hires or for promotions 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.
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.
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.
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:
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; |
THE ROLE OF COMPETITIVE MARKETPLACE PRACTICE
| ● | Companies operating in the apparel and retail industries with a focus on accessible luxury brands; and |
THE ROLE OF COMPETITIVE MARKETPLACE PRACTICE
| ● | Companies from the comparator groups used by our comparators and by stockholder advisory groups. |
THE ROLE OF COMPETITIVE MARKETPLACE PRACTICE
The companies in our pay peer group include:
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. |
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:
THE ROLE OF COMPETITIVE MARKETPLACE PRACTICE
| ● PVH Corp. | ● VF Corp. |
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 $3.2 billion for G-III in fiscal 2025.
FISCAL 2025 SUMMARY COMPENSATION TABLE
FISCAL 2025 SUMMARY COMPENSATION TABLE The following table sets forth information concerning the total compensation paid to or earned by our Chief Executive Officer, Chief Financial Officer and each of the three other most highly compensated executive officers (collectively, “Named Executive Officers”, individually, a “Named Executive Officer”), based on fiscal 2025 total compensation. The table sets forth compensation information for the last three completed fiscal years ended January 31 in each year for services in all capacities to us and our subsidiaries.
FISCAL 2025 SUMMARY COMPENSATION TABLE
| | | | | | | | | Change in | | | | | | | | | | | | Pension | | | | | | | | | | | | Value and | | | | | | | | | | | Non-Equity | Nonqualified | | | | | | | | | Stock | Option | Incentive Plan | Deferred | All Other | | | Name and | Years of | Fiscal | | Bonus | Awards | Awards | Compensation | Compensation | Compensation | | | Principal Position | Service | Year | Salary ($) | ($) | ($)(1) | ($) | ($) | ($) | ($)(2) | Total ($) | | Morris Goldfarb | 51 | 2025 | 1,350,000 | — | 5,999,990 | — | 9,015,000 | — | 287,656 | 16,652,646 | | Chairman of the Board and Chief Executive Officer | | 2024 | 1,148,077 | — | 20,709,998 | — | 9,384,000 | — | 188,964 | 31,431,039 | | | | 2023 | 1,000,000 | — | 4,499,972 | — | — | — | 290,888 | 5,790,860 | | Neal S. Nackman | 21 | 2025 | 750,000 | — | 449,971 | — | 1,000,000 | — | 30,576 | 2,230,547 | | Chief Financial Officer | | 2024 | 750,000 | — | 449,986 | — | 1,000,000 | — | 26,352 | 2,226,338 | | | | 2023 | 750,000 | — | 499,955 | — | 750,000 | — | 24,800 | 2,024,755 | | Sammy Aaron | 19 | 2025 | 1,000,000 | 1,000,000 | 4,500,000 | — | 6,761,000 | — | 49,524 | 13,310,524 | | Vice Chairman and President | | 2024 | 969,039 | 2,000,000 | 2,699,978 | — | 7,050,000 | — | 59,307 | 12,778,324 | | | | 2023 | 950,000 | — | 2,999,982 | — | — | — | 55,632 | 4,005,614 | | Jeffrey Goldfarb | 18 | 2025 | 950,000 | — | 1,749,974 | — | 3,381,000 | — | 38,208 | 6,119,182 | | Executive Vice President | | 2024 | 950,000 | — | 1,349,988 | — | 3,525,000 | — | 36,538 | 5,861,526 | | | | 2023 | 950,000 | — | 1,499,991 | — | 1,600,000 | — | 35,475 | 4,085,466 | | Dana Perlman | 1 | 2025 | 750,000 | 500,000 | — | — | 1,000,000 | — | 9,231 | 2,259,231 | | Chief Growth and Operations Officer | | 2024 | 14,423 | — | 299,979 | — | — | — | — | 314,402 |
FISCAL 2025 SUMMARY COMPENSATION TABLE
| (1) The amounts reflect the full grant date fair value of PSUs or RSUs under Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”) awarded to the Named Executive Officers in the applicable fiscal year, and, in addition, for Morris Goldfarb, the grant date fair value of an inducement stock award pursuant to his new employment agreement. For a discussion of valuation assumptions, see Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended January 31, 2025. See “Fiscal 2025 Grants of Plan-Based Awards” below for the maximum number of PSUs that may vest if performance metrics are achieved. |
FISCAL 2025 SUMMARY COMPENSATION TABLE
| (2) All Other Compensation includes the following: |
FISCAL 2025 SUMMARY COMPENSATION TABLE
| | | | Matching | | | | | | Life Insurance | Contribution to | | | | | Fiscal | Premiums | 401(k) Plan | | | | Name | Year | (a) | (b) | Perquisites | Total | | Morris Goldfarb | 2025 | 138,900 | 13,800 | 134,956(c) | 287,656 | | | 2024 | 138,900 | 13,200 | 36,864(d) | 188,964 | | | 2023 | 138,900 | 12,200 | 139,788(e) | 290,888 | | Neal S. Nackman | 2025 | 16,776 | 13,800 | — | 30,576 | | | 2024 | 13,152 | 13,200 | — | 26,352 | | | 2023 | 12,600 | 12,200 | — | 24,800 | | Sammy Aaron | 2025 | 22,860 | 13,800 | 12,864(f) | 49,524 | | | 2024 | 32,935 | 13,200 | 13,172(f) | 59,307 | | | 2023 | 29,978 | 12,200 | 13,454(f) | 55,632 | | Jeffrey Goldfarb | 2025 | 3,500 | 13,800 | 20,908(g) | 38,208 | | | 2024 | 3,500 | 13,200 | 19,838(g) | 36,538 | | | 2023 | 3,500 | 12,200 | 19,775(g) | 35,475 | | Dana Perlman | 2025 | — | 9,231 | — | 9,231 |
FISCAL 2025 SUMMARY COMPENSATION TABLE
| (a) The full amount of all premiums paid by G-III for life insurance coverage. |
FISCAL 2025 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). |
FISCAL 2025 SUMMARY COMPENSATION TABLE
| (c) 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 $14,956 for the reimbursement of Mr. Goldfarb’s parking expenses. |
FISCAL 2025 SUMMARY COMPENSATION TABLE
| (d) Includes $20,000 for tax services paid by us for Mr. Goldfarb and $16,864 for the reimbursement of Mr. Goldfarb’s parking expenses. |
FISCAL 2025 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 $19,788 for the reimbursement of Mr. Goldfarb’s parking expenses. |
FISCAL 2025 SUMMARY COMPENSATION TABLE
| (f) The full amount paid by us on Mr. Aaron’s behalf for personal use of his automobile and parking. |
FISCAL 2025 SUMMARY COMPENSATION TABLE
| (g) The full amount paid by us for the reimbursement of Mr. Goldfarb’s personal use of automobile and parking. |
FISCAL 2025 SUMMARY COMPENSATION TABLE
| ◾ | Morris Goldfarb Employment Agreement |
FISCAL 2025 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 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.”
FISCAL 2025 SUMMARY COMPENSATION TABLE
| ◾ | Sammy Aaron Employment Agreement |
FISCAL 2025 SUMMARY COMPENSATION TABLE
Mr. Aaron has an employment agreement with us that is effective through January 31, 2026. The agreement provides for automatic renewal of the term for one-year periods on each August 1st prior to the end of the then employment term, commencing with August 1, 2024, unless prior to such August 1st either party shall have given written notice to the other of non-renewal. The agreement provides for an annual base salary of $1,000,000. Under the terms of his employment agreement, Mr. Aaron earned a one-time retention bonus of $1,000,000 as a result of his continued employment through January 31, 2025. 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.”
FISCAL 2025 SUMMARY COMPENSATION TABLE
| ◾ | Jeffrey Goldfarb Employment Agreement |
FISCAL 2025 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.”
FISCAL 2025 SUMMARY COMPENSATION TABLE
| ◾ | DANA PERLman Employment Agreement |
FISCAL 2025 SUMMARY COMPENSATION TABLE
Ms. Perlman has an employment agreement with us effective January 8, 2024 (the “Effective Date”). The agreement provides for an annual base salary of $750,000. Under the terms of her employment agreement, Ms. Perlman earned a sign-on bonus of $500,000 as a result of her attaining six months of employment. For information with respect to the annual cash incentive payable to Ms. Perlman, see “Compensation Discussion and Analysis—Annual Cash Incentives for our Named Executive Officers” above. For additional information concerning Ms. Perlman’s post-termination and change in control benefits, see “Potential Payments Upon Termination or Change-in-Control—Severance and Change in Control Arrangements with Dana Perlman” below and for additional information with respect to other aspects of Ms. Perlman’s employment agreement, see “Compensation Discussion and Analysis-Long-Term Incentives.”
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS In March 2024, the Compensation Committee of our Board of Directors granted PSUs and RSUs with three year cliff vesting to each of Morris Goldfarb, Sammy Aaron, Neal Nackman and Jeffrey Goldfarb. The following table summarizes the non-equity incentive and stock awards for the 2025 fiscal year for each of our Named Executive Officers.
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS
| | | | Estimated Possible Payouts Under Non-Equity Incentive Awards (1) | | | Estimated Future Payouts Under Equity Incentive Awards | | | | | | Name | Award | Grant Date | Threshold ($) | 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 | March 28, 2024 | - | - | - | 15,625 | 125,000 | 187,500 | - | $3,600,000 | | | RSUs | March 27, 2024 | - | - | - | - | - | - | 83,333(3) | $2,399,990 | | Sammy Aaron | Annual Incentive | N/A | 1,211,250 | 3,000,000 | 7,245,000 | - | - | - | - | — | | | PSUs | March 28, 2024 | - | - | - | 11,718 | 93,750 | 140,625 | | $2,700,000 | | | RSUs | March 27, 2024 | - | - | - | - | - | - | 62,500(3) | $1,800,000 | | Neal S. Nackman | Annual Incentive | N/A | 302,813 | 750,000 | 1,500,000 | - | - | - | - | — | | | PSUs | March 28, 2024 | - | - | - | 976 | 7,812 | 11,718 | - | $224,986 | | | RSUs | March 27, 2024 | - | - | - | - | - | - | 7,812(3) | $224,986 | | Jeffrey Goldfarb | Annual Incentive | N/A | 605,625 | 1,500,000 | 3,622,500 | - | - | - | - | — | | | PSUs | March 28, 2024 | - | - | - | 4,557 | 36,458 | 54,687 | - | $1,049,990 | | | RSUs | March 27, 2024 | - | - | - | - | - | - | 24,305(3) | $699,984 | | Dana Perlman | Annual Incentive | N/A | 302,813 | 750,000 | 1,500,000 | - | - | - | - | — |
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS
| (1) The terms of the annual cash incentive award opportunity for each of Mr. M. Goldfarb, Mr. Aaron and Mr. J. Goldfarb are described under “Compensation Discussion and Analysis-Annual Cash Incentives for Our Named Executive Officers.” No annual cash incentive is payable to these executives 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. |
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS
| (2) The amounts reflect the target number of PSUs awarded to the Named Executive Officers in Fiscal 2025. The actual number of PSUs that vest may be larger or smaller than the target amounts in this table, or may be zero if actual results are lower than the threshold target performance metrics established by our Compensation Committee. The shares awarded for achieving threshold performance goals is 50% of target. Threshold was determined based on achieving the minimum performance level for only one of the two performance measures. See “Compensation Discussion and Analysis-New Compensation Arrangement for Our Chairman and CEO,” and “Compensation Discussion and Analysis—Long-Term Incentives” for a description of the terms of these awards. |
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS
| (3) The amounts reflect the number of RSUs awarded to the Named Executive Officers in fiscal 2025. The RSUs granted in March 2024 vest on March 27, 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. |
FISCAL 2025 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 2025. For a discussion of valuation assumptions, see Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended January 31, 2025.
OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END The following table summarizes the outstanding stock awards held by each Named Executive Officer at January 31, 2025, consisting of shares of our Common Stock that may be delivered to each Named Executive Officer upon satisfaction of the vesting conditions of unvested PSUs, Inducement PSUs and RSUs. There were no stock option awards outstanding at that date held by our Named Executive Officers. The columns that refer to the number of or market value of “Shares or Units of Stock That Have Not Vested” summarize time-based RSUs granted which remained subject to cliff time vesting conditions as of January 31, 2025. 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, 2025.
OUTSTANDING EQUITY AWARDS AT FISCAL 2025 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 | 83,333(4) | 2,601,656 | 125,000(4) | 3,902,500 | | | 700,000(5) | 21,854,000 | 156,270(6) | 4,878,749 | | | 104,180(6) | 3,252,500 | | | | | 87,937(7) | 2,745,393 | | | | Neal S. Nackman | 7,812(4) | 243,891 | 7,812(4) | 243,891 | | | 14,469(6) | 451,722 | 14,469(6) | 451,722 | | | 12,840(7) | 400,865 | | | | Sammy Aaron | 62,500(4) | 1,951,250 | 93,750(4) | 2,926,875 | | | 86,816(6) | 2,710,396 | 86,816(6) | 2,710,396 | | | 58,624(7) | 1,830,241 | | | | Jeffrey Goldfarb | 24,305(4) | 758,802 | 36,458(4) | 1,138,219 | | | 43,408(6) | 1,355,198 | 43,408(6) | 1,355,198 | | | 38,526(7) | 1,202,782 | | | | Dana Perlman | 9,490(8) | 296,278 | | |
OUTSTANDING EQUITY AWARDS AT FISCAL 2025 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, 2025. |
OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END
| (2) Market value of unvested PSUs and RSUs assume a price of $31.22 per share of our Common Stock as of January 31, 2025. |
OUTSTANDING EQUITY AWARDS AT FISCAL 2025 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, 2025 and (ii) Inducement PSUs for which market based conditions have been satisfied but time vesting conditions have not been satisfied as of January 31, 2025. |
OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END
| (4) Reflects RSUs and PSUs issued to the Named Executive Officers in fiscal 2025 under the 2023 Long-Term Incentive Plan (the “2023 Plan”). If the performance conditions of such PSUs are satisfied, each Named Executive Officer’s right to receive these shares of Common Stock conditions are satisfied on or before March 28, 2027, each Named Executive Officer’s right to receive these shares of Common Stock will become fully vested on March 28, 2027. Each Named Executive Officer’s right to receive these shares of Common Stock for RSUs will become vested on March 27, 2027, upon satisfaction of the time vesting requirement of these RSUs. |
OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END
| (5) Reflects Inducement PSUs issued to Morris Goldfarb in fiscal 2024 of which 380,000 shares were granted under the 2015 Long-Term Incentive Plan (the “2015 Plan), as amended, and 320,000 shares under 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. |
OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END
| (6) Reflects RSUs and PSUs issued to the Named Executive Officers in fiscal 2024 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 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. |
OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END
| (7) Reflects RSUs and PSUs issued to Named Executive Officers in fiscal 2023 under the 2015 Plan. The shares of Common Stock under the RSUs time vested on April 1, 2025. As the performance conditions of these PSUs were partially satisfied, the shares of Common Stock under the PSUs partially satisfied also vested on April 1, 2025. |
OUTSTANDING EQUITY AWARDS AT FISCAL 2025 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. |
FISCAL 2025 OPTION EXERCISES AND STOCK VESTED
FISCAL 2025 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, 2025. No options were outstanding or exercised during the fiscal year ended January 31, 2025.
FISCAL 2025 OPTION EXERCISES AND STOCK VESTED
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Morris Goldfarb | 159,038(1) | 4,998,564 | | Neal S. Nackman | 14,318(1) | 450,015 | | Sammy Aaron | 106,055(1) | 3,333,309 | | Jeffrey Goldfarb | 39,770(1) | 1,249,971 | | Dana Perlman | - | - |
FISCAL 2025 OPTION EXERCISES AND STOCK VESTED
| (1) Reflects shares issued on vesting of RSUs on April 1, 2024. |
FISCAL 2025 OPTION EXERCISES AND STOCK VESTED
| (2) Reflects the aggregate value of the shares issued at a market price of $31.43 on April 1, 2024. |
FISCAL 2025 NONQUALIFIED DEFERRED COMPENSATION
FISCAL 2025 NONQUALIFIED DEFERRED COMPENSATION The following table sets forth information on deferred compensation plans of the Named Executive Officers that are not tax-qualified for the fiscal year ended January 31, 2025.
FISCAL 2025 NONQUALIFIED DEFERRED COMPENSATION
| | Executive | Registrant | Aggregate | Aggregate | Aggregate | | | Contributions | Contributions | Earnings (Loss) | Withdrawals/ | Balance at | | Name | in Fiscal 2025 ($) | in Fiscal 2025 ($) | in Fiscal 2025 ($) | Distributions ($) | January 31, 2025 ($) | | Morris Goldfarb | — | 100,000(1) | 565,533(2) | — | 4,006,159(3) |
FISCAL 2025 NONQUALIFIED DEFERRED COMPENSATION
| (1) Amount has been reported as “All Other Compensation” in the Fiscal 2025 Summary Compensation Table. |
FISCAL 2025 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. |
FISCAL 2025 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. |
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.
ACCELERATION OF VESTING UPON TERMINATION OR CHANGE IN CONTROL
ACCELERATION OF VESTING UPON TERMINATION OR CHANGE IN CONTROL There are no agreements with the Named Executive Officers that provide for an automatic acceleration of vesting of equity awards upon termination of employment for any reason or upon the occurrence of a change in control. Under the terms of our equity incentive plans, however, vesting of any outstanding equity awards that are assumed by the acquiring company will accelerate upon an involuntary termination of employment within two years after the date of the change in control—a so-called “double trigger” vesting condition. If an equity award is not assumed by the acquiring company, then, under the terms of the plans, vesting will accelerate as part of the change in control transaction.
CEO PAY RATIO
CEO PAY RATIO The total compensation for fiscal 2025 of our Chairman and Chief Executive Officer, Morris Goldfarb, was $16,652,646, as reflected in the Fiscal 2025 Summary Compensation Table above. We estimate that the median annual compensation for all G-III employees, excluding Morris Goldfarb, was $29,459 for fiscal 2025. As a result, we estimate that, for fiscal 2025, the ratio of Morris Goldfarb’s total annual compensation to that of our median employee was 565 to 1. The CEO pay ratio is skewed upwards by part-time and seasonal employees, paid on an hourly basis, that work in retail stores owned and operated by us. Excluding our retail store employees, the median annual compensation for fiscal 2025 of G-III employees, excluding Morris Goldfarb, was $40,171 for fiscal 2025. Based on these amounts, we estimate that, for fiscal 2025, the ratio of Morris Goldfarb’s total annual compensation to that of our median non-retail store employees was 415 to 1. As of December 31, 2024, G-III employed approximately 4,600 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, 2024, 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 2025 Summary Compensation Table included in this Proxy Statement. We did not annualize the compensation for any employee employed for less than the calendar year 2024. 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.
FISCAL 2025 PAY vs. PERFORMANCE
FISCAL 2025 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”.
FISCAL 2025 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 | | 2025 | 16,652,646 | 14,323,483 | 5,979,871 | 4,945,556 | $114.74 | $88.26 | 193,293 | 269,859 | | 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 | 6,494,397 | $99.85 | $136.66 | 200,101 | 270,976 | | 2021 | 9,430,654 | 11,627,793 | 3,584,783 | 4,447,686 | $99.38 | $125.32 | 23,523 | 35,726 |
FISCAL 2025 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. |
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.
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 | | 2025 | 16,652,646 | (5,999,990) | 3,670,827 | 14,323,483 | | 2024 | 31,431,039 | (20,709,998) | 33,584,908 | 44,305,949 | | 2023 | 5,790,860 | (4,499,972) | (4,697,419) | (3,406,531) | | 2022 | 24,942,778 | (16,167,626) | 17,515,545 | 26,290,697 | | 2021 | 9,430,654 | (3,682,500) | 5,879,639 | 11,627,793 |
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. |
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: |
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 |
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 |
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 |
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; minus |
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. |
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 | | 2025 | 8,338,331 | (4,419,335) | — | (248,169) | — | 3,670,827 | | 2024 | 31,251,023 | 1,186,386 | — | 1,147,500 | — | 33,584,908 | | 2023 | 908,731 | (5,474,346) | — | (131,804) | — | (4,697,419) | | 2022 | 4,322,272 | 769,298 | 12,167,656 | 256,319 | — | 17,515,545 | | 2021 | 10,140,000 | 3,026,909 | — | (1,233,452) | — | 5,879,639 |
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 2025 and 2024, Sammy Aaron, Neal Nackman, Jeffrey Goldfarb and Dana Perlman, who became an NEO on January 8, 2024; and for fiscal 2023, Sammy Aaron, Neal Nackman and Jeffrey Goldfarb.
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 | | 2025 | 5,979,871 | (1,674,986) | 640,672 | 4,945,556 | | 2024 | 5,295,148 | (1,199,983) | 4,712,501 | 8,807,666 | | 2023 | 3,371,945 | (1,666,643) | (1,535,600) | 169,702 | | 2022 | 5,854,421 | (2,420,636) | 3,060,612 | 6,494,397 | | 2021 | 3,584,783 | (1,464,408) | 2,327,311 | 4,447,686 |
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. |
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: |
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 |
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 |
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 |
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; minus |
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. |
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 | | 2025 | 2,322,037 | (1,598,092) | — | (83,274) | — | 640,672 | | 2024 | 2,792,521 | 1,504,330 | — | 415,650 | — | 4,712,501 | | 2023 | 448,751 | (1,939,445) | — | (44,906) | — | (1,535,600) | | 2022 | 1,411,940 | 294,826 | 1,113,980 | 239,867 | — | 3,060,612 | | 2021 | 4,032,340 | (1,170,614) | — | (534,415) | — | 2,327,311 |
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:
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 |
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 $15,000. Grants made prior to the 2023 Annual Meeting vested over a period of three years. Grants made beginning with the 2023 Annual Meeting vest on the first anniversary of the date of the Annual Meeting. All of these RSU grants are subject to the election of each person as a director at the Annual Meeting.
FISCAL 2025 DIRECTOR COMPENSATION TABLE
FISCAL 2025 DIRECTOR COMPENSATION TABLE Set forth below is a table presenting compensation information with respect to each person who served as a Director for all or part of the fiscal year ended January 31, 2025, other than Morris Goldfarb, Sammy Aaron and Jeffrey Goldfarb. None of Morris Goldfarb, Sammy Aaron or Jeffrey Goldfarb receives any compensation for his services as a director, because each of them serves as and is compensated as an executive officer. Compensation information for Morris Goldfarb, Sammy Aaron and Jeffrey Goldfarb is reported in the Fiscal 2025 Summary Compensation Table appearing elsewhere in this Proxy Statement.
FISCAL 2025 DIRECTOR COMPENSATION TABLE
| | Fees Earned or | Stock | Option | All Other | | | Name | Paid in Cash ($)(1) | Awards ($) (2) | Awards ($) | Compensation ($) | Total ($) | | Thomas J. Brosig | 98,000 | 144,993(3) | — | — | 242,993 | | Dr. Joyce F. Brown | 78,962 | 129,993(3) | — | — | 208,955 | | Alan Feller (4) | 40,096 | —(3) | — | — | 40,096 | | Victor Herrero | 85,000 | 129,983(3) | — | — | 214,983 | | Robert L. Johnson | 82,000 | 129,983(3) | — | — | 211,983 | | Patti H. Ongman | 85,000 | 129,983(3) | — | — | 214,983 | | Laura Pomerantz | 85,000 | 129,983(3) | — | — | 214,983 | | Michael Shaffer | 97,363 | 154,981(3) | — | — | 252,344 | | Cheryl Vitali | 82,000 | 129,983(3) | — | — | 211,983 | | Richard White | 152,000 | 179,979(3) | — | — | 331,979 | | Andrew Yeager | 81,181 | 129,983(3) | — | — | 211,164 |
FISCAL 2025 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. |
FISCAL 2025 DIRECTOR COMPENSATION TABLE
| (2) At January 31, 2025, the directors named in the table above held unvested RSUs as follows: Mr. Thomas J. Brosig, 7,174 RSUs; Dr. Joyce F. Brown, 4,737 RSUs; Mr. Victor Herrero, 6,432 RSUs; Mr. Robert L. Johnson, 6,432 RSUs; Ms. Ongman, 6,432 RSUs; Ms. Laura Pomerantz, 6,432 RSUs; Mr. Michael Shaffer, 5,648 RSUs; Ms. Cheryl Vitali, 6,432 RSUs; Mr. Richard White, 8,906 RSUs; and Mr. Andrew Yaeger, 4,737 RSUs. |
FISCAL 2025 DIRECTOR COMPENSATION TABLE
| (3) In fiscal 2025, our Compensation Committee granted each of our non-employee directors then serving on the Board (Thomas J. Brosig, Dr. Joyce F. Brown, 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 4,737 shares of our Common Stock, subject to satisfaction of specified conditions. In addition, our Compensation Committee granted an additional 1,822 RSUs to Mr. White in recognition of his service as Lead Independent Director, an additional 911 RSUs to Mr. Shaffer in recognition of his service as Chair of the Audit Committee and an additional 547 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 2024 Annual Meeting and vest on the first anniversary of the 2024 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 2024 Annual Meeting, which constitutes the grant date fair value computed in accordance with ASC 718. For a discussion of valuation assumptions, see Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended January 31, 2025. |
FISCAL 2025 DIRECTOR COMPENSATION TABLE
| (4) Alan Feller did not stand for reelection at the 2024 Annual Meeting and was a director only until June 18, 2024. |
FISCAL 2025 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. 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.
DIRECTOR NOMINEES
DIRECTOR NOMINEES
DIRECTOR NOMINEES
| MORRIS GOLDFARB Chairman of the Board and Chief Executive Officer, G-III | Age: 74 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: 65 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. | | THOMAS J. BROSIG Owner and Chief Financial Officer, McMurphy Homes, LLC Independent | Age: 75 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. |
DIRECTOR NOMINEES
| DR. JOYCE F. BROWN President, Fashion Institute of Technology Independent | Age: 78 Director since: 2023 Committees: • Nominating and Corporate Governance | Dr. Joyce F. Brown has been President of Fashion Institute of Technology (FIT) since 1998. She has over 40 years’ experience in public higher education. Before her position at FIT, she held a number of senior administrative posts at City University of New York (CUNY), including acting president of Bernard Baruch College and vice chancellor of the university. She was professor of counseling psychology at the Graduate School and University Center of CUNY, where she is currently a professor emerita. Dr. Brown also served as a New York City deputy mayor for public and community affairs during the David Dinkins administration. Dr. Brown also serves as president of The FIT Foundation, an advisory and support body to FIT. She served as a director of Ralph Lauren Corporation from 2001 to 2020. Qualifications Dr. Brown has had a long and distinguished career as a leader of a premier institution involved in the fashion and apparel industries and brings her expertise and experience to the benefit of our Board. | | JEFFREY GOLDFARB Executive Vice President, G-III | Age: 48 Director since: 2009 Committees: • None | Mr. Goldfarb has been our Executive Vice President 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. |
DIRECTOR NOMINEES
| VICTOR HERRERO Global Chief Executive Officer, and Director of Lovisa Holdings, Ltd. Independent | Age: 55 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. His employment with Lovisa Holdings, Ltd. will end on May 30, 2025. 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 also currently serves on the board of directors of (i) Maisons du Monde, a Euronext Paris listed public company in France, and (ii) Viva Goods Company Limited, a Hong Kong exchange public company in Hong Kong. Mr. Herrero served on the board of directors of Clarks from 2019 to 2021 and Global Fashion Group, a Xetra-listed company in Germany, from 2019 to 2023. Qualifications 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: 78 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. |
DIRECTOR NOMINEES
| PATTI H. ONGMAN Independent Retail Consultant and Former Chief Merchandising Officer - Macy’s Independent | Age: 69 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: 77 Director since: 2005 Committees: • Compensation | 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. Ms. Pomerantz served as a director of Retail Opportunity Investments Corp., a publicly traded REIT, from 2007 to 2025 and 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. |
DIRECTOR NOMINEES
| MICHAEL SHAFFER Retired Executive Vice President, Chief Operating and Financial Officer, PVH Corp. Independent | Age: 62 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. 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 General Manager L’Oreal, Project Energy transformation Independent | Age: 64 Director since: 2011 Committees: • Nominating and Corporate Governance | Ms. Vitali has served in various capacities at L’Oréal since 2003. She currently leads a L’Oreal USA transformation project. Prior to this, she was Global President of L’Oréal’s American Luxury Brands from 2020 to 2023 overseeing the global brand equity and brand strategy for Kiehl’s, Urban Decay, IT Cosmetics and Clarisonic. Prior to that, she was the General Manager for the Kiehl’s Worldwide division of L’Oréal for ten years. Other positions with L’Oréal included serving as Senior Vice President—Marketing for the Lancôme brand from 2009 to 2010 and for the Maybelline New York/Garnier brand from 2003 to 2009. Prior to L’Oréal, she held various executive positions with Revlon Consumer Products Company, a cosmetics and beauty care company, and Procter and Gamble. 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. |
DIRECTOR NOMINEES
| RICHARD WHITE Chief Executive Officer, Aeolus Capital Group LLC Independent | Age: 71 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 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. Mr. White is also a Certified Public Accountant. | | ANDREW YAEGER Global Head of Strategic Equity Transactions Group, Jefferies Financial Group Inc. Independent | Age: 47 Director since: 2023 Committees: • Audit Financial Expert | 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. |
DIRECTOR NOMINEES
Committee Chair Morris Goldfarb and Jeffrey Goldfarb are father and son, respectively.
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. |