DEF 14A of Interparfums Inc
Filed Jul 28, 2025 · FY20240001753926-25-001189
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS As of the date of this proxy statement our directors were as follows:
ELECTION OF DIRECTORS
| Name | Position | | Jean Madar | Chairman of the Board, Chief Executive Officer of Interparfums, Inc. and Director General of Interparfums, SA | | Philippe Benacin | Vice Chairman of the Board, President of Interparfums, Inc. and Chief Executive Officer of Interparfums, SA | | Michel Atwood | Director and Chief Financial Officer | | Philippe Santi | Director, Executive Vice President, Interparfums, SA | | François Heilbronn | Director | | Robert Bensoussan | Director | | Veronique Gabai-Pinsky | Director | | Gilbert Harrison | Director | | Gerard Kappauf | Director |
ELECTION OF DIRECTORS
Also, at this meeting we are also proposing to add two (2) new directors to our Board of Directors, Messrs. Patrick Bousquet-Chavanne, and Herve Bouillonnec. Our directors will serve until the next annual meeting of stockholders and thereafter until their successors shall have been elected and qualified. Messrs. Jean Madar and Philippe Benacin have a verbal agreement or understanding to vote their shares and the shares of their respective holding companies in a like manner. With the exception of Mr. Benacin, the officers are elected annually by the directors and serve at the discretion of the Board of Directors. There are no family relationships between executive officers or directors of our Company. Our Board of Directors has the responsibility for establishing broad corporate policies and for the overall performance of our Company. Although certain directors are not involved in day-to-day operating details, members of the Board of Directors are kept informed of our business by various reports and documents made available to them. Our Board of Directors held 23 meetings (or executed consents in lieu thereof), including meetings of committees of the full Board of Directors during 2024, and all of the directors attended at least 75% of the meetings (or executed consents in lieu thereof) of the full Board of Directors and committees of which they were a member. Our Board of Directors presently consists of nine (9) directors. We have adopted a Code of Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, as well as other persons performing similar functions and all employees, applicable, and we agree to provide to any person without charge, upon request, a copy of our Code of Conduct. Any person who requests a copy of our Code of Conduct should provide their name and address in writing to: Interparfums, Inc., 551 Fifth Avenue, New York, NY 10176, Att.: Shareholder Relations. In addition, our Code of Conduct is also maintained on our website, at www.interparfumsinc.com. During 2024, our Board of Directors had the following standing committees:
ELECTION OF DIRECTORS
| ● | Audit Committee – The Audit Committee has the sole authority and is directly responsible for, the appointment, compensation and oversight of the work of the independent accountants employed by our Company which prepare or issue audit reports for our company. During 2024, this committee consisted of Messrs. François Heilbronn, the Chairman, and Robert Bensoussan, and Ms. Gabai-Pinsky. The charter of the Audit Committee is posted on our Company’s website. |
ELECTION OF DIRECTORS
The Company does not have an “audit committee financial expert” within the definition of the applicable Securities and Exchange Commission rules. Finding qualified nominees to serve as a director of a public company without the comparable financial resources of other larger, more established companies has been challenging. In addition, despite the applicable Securities and Exchange Commission rule which states that being named as the audit committee financial expert does not impose any greater duty, obligation or liability, our company has been met with resistance from both present and former directors to being named as such, primarily due to potential additional personal liability. However, as the result of the background, education and experience of the members of the Audit Committee, our Board of Directors believes that such committee members are fully qualified to fulfill their obligations as members of the Audit Committee. The Chair of the Audit Committee, Mr. François Heilbronn, is a graduate of Harvard Business School with a Master of Business Administration degree and is currently the managing partner of the consulting firm of M.M. Friedrich, Heilbronn & Fiszer which is specialized in business strategy and complex financial operations and investments.
ELECTION OF DIRECTORS
| ● | Executive Compensation and Stock Option Committee – The Executive Compensation and Stock Option Committee oversees the compensation of our Company’s executives and administers our company’s stock option plans. During 2024, this committee consisted of Messrs. François Heilbronn, the Chairman, and Robert Bensoussan, and Ms. Gabai-Pinsky. The charter of the Executive Compensation and Stock Option Committee is posted on our Company’s website. |
ELECTION OF DIRECTORS
| ● | Nominating Committee – During 2024, this committee consisted of Messrs. François Heilbronn, the Chairman, and Robert Bensoussan, and Ms. Gabai-Pinsky. The purpose of the Nominating Committee is to determine and recommend qualified persons to the Board of Directors who will be put forth as management’s slate of directors for vote of the Corporation’s stockholders, as well as to fill vacancies in the Board of Directors. The charter of the Nominating Committee is posted on our Company’s website. |
ELECTION OF DIRECTORS
We have adopted a board diversity policy, which was revised in early 2024. This policy provides that the selection of candidates for appointment to our board will be based on an overriding emphasis on merit, but the Nominating Committee will seek to fill board vacancies by considering candidates that bring a diversity of background and industry or related expertise to our board. The Nominating Committee is to consider an appropriate level of diversity having regard for factors such as skills, business and other experience, education, gender, age, ethnicity and geographic location. A copy of the board diversity policy is posted on our Company’s website. Of the nine (9) board of directors of our Company, we presently have one (1) member who self-identifies as a female and white, and one (1) male member who identifies as Hispanic and white (two or more races or ethnicities). The members of our Board of Directors are each elected with a plurality of votes cast in favor of their election for a one-year term or until their successors are elected and qualify. With the exception of Philippe Benacin, the officers are elected annually by the directors and serve at the discretion of the Board of Directors. There are no family relationships between executive officers or directors of our Company. All nine (9) incumbent directors, Jean Madar, Philippe Benacin, Michel Atwood, Philippe Santi, Francois Heilbronn, Robert Bensoussan, Veronique Gabai-Pinsky, Gilbert Harrison and Gerard Kappauf, were elected at our annual meeting held in September 2024, and all are all put forth as nominees for election to the Board of Directors. In addition, our Board of Directors is proposing to expand the number of our directors from nine (9) to eleven (11), by the addition of two (2) new director nominees, Messrs. Patrick Bousquet-Chavanne and Herve Bouillonnec. Unless authority is withheld, the proxies in the accompanying form will be voted in favor of the election of the nominees named above as directors. Although all of the nominees have indicated their willingness to serve if elected, if at the time of the meeting, any nominee is unable or unwilling to serve, then the shares represented by properly executed proxies will be voted at the discretion of the person named in the proxies for another person designated by our Board of Directors.
Business Experience
Business Experience The following sets forth biographical information as to the business experience of each nominee for director of our Company for at least the past five years. Jean Madar Jean Madar, age 64, a Director, has been the Chairman of the Board since our Company’s inception, and is a co-founder of our Company with Mr. Philippe Benacin. From inception until December 1993, he was the President of our Company; in January 1994, he became Director General of Interparfums SA, our Company’s subsidiary; and in January 1997, he became Chief Executive Officer of our Company. Mr. Madar was previously the managing director of Interparfums SA, from September 1983 until June 1985. At such subsidiary, he had the responsibility of overseeing the marketing operations of its foreign distribution, including market research analysis and actual marketing campaigns. Mr. Madar graduated from The French University for Economic and Commercial Sciences (ESSEC), the prestigious French business school, in 1983. We believe that Mr. Madar’s skills in guiding, leading and determining the strategic direction of our company since its inception together with Mr. Benacin, in addition to his contacts in the fragrance and cosmetic industry, render him qualified to serve as a member of our Board of Directors. Philippe Benacin Mr. Benacin, age 66, a Director, is President of our Company and the Chief Executive Officer of Interparfums SA, has been the Vice Chairman of the Board since September 1991, and is a co-founder of our Company with Mr. Madar. He was elected the Executive Vice President in September 1991, Senior Vice President in April 1993, and President of the Company in January 1994. In addition, he has been the President of our Company and Chief Executive Officer of Interparfums SA for more than the past five years. Mr. Benacin graduated from The French University for Economic and Commercial Sciences (ESSEC), the prestigious French business school, in 1983. In June 2014 Mr. Benacin was elected as a member of the Supervisory Board of Vivendi, and Chairman of its Corporate Governance, Nominations and Remuneration Committee. We believe that Mr. Benacin’s skills in guiding, leading and determining the strategic direction of our company since its inception together with Mr. Madar, in addition to his contacts in the fragrance and cosmetic industry, render him qualified to serve as a member of our Board of Directors. Michel Atwood Mr. Atwood, age 55, became our Chief Financial Officer on September 6, 2022, succeeding Mr. Russell Greenberg, the former Chief Financial Officer, who retired on that same date. Mr. Atwood was first elected to our Board of Directors at the 2022 Annual Meeting held in September 2022. From September 2018 through March 2022 while at Estée Lauder, Mr. Atwood had strategic oversight for the fragrance category across that company and operational accountability for several of its fragrance brands. He also had senior level merger and acquisition (“M&A”) duties, including acquisition integration and brand divestitures/discontinuations. Over his nearly four years at Estée Lauder, he also drove cross-brand synergies across research and development and supply chain for the fragrance category. From February 2017 to August 2018, he was an independent consultant as an M&A advisor on multiple fragrance license acquisitions and also acted as a private investor. From 1995 to 2017, Mr. Atwood has held several executive positions at Procter & Gamble (“P&G”) in France, Switzerland, Italy and Germany. His final title at P&G was Divisional CFO of Global Prestige Fragrances, leading a 90 member team, and ultimately spearheading the divestiture of that division to Coty. Earlier he was CFO Global Markets – Prestige Fragrances, a business generating over $2 billion in sales, where he headed a globally dispersed team of 60 people supporting the go-to-market organization (affiliates, Travel Retail and distributors) of the Prestige Division. Before that, he was Global Prestige Director of Strategic Planning, Licensing and Acquisition shaping and executing the overall business direction and licensing and acquisition strategy of P&G’s Global Fragrance and Premium skin and cosmetics businesses. Michel Atwood holds a master’s degree in software engineering from the Institut National des Sciences Appliquées of Lyon, and a master’s in international finance from HEC Paris, the prestigious French business school. He also earned the designation of Certified Management Accountant from the Institute of Management Accountants. He has a truly international background, working/living in France, Switzerland, the U.S., Canada, Turkey and Italy. We believe that Mr. Atwood’s skills and experience in accounting, international tax, mergers and acquisitions, as well as his knowledge of the fragrance industry, render him qualified to serve as a member of our Board of Directors. Philippe Santi Philippe Santi, age 63, and a Director since December 1999, is the Executive Vice President of Interparfums SA. Mr. Santi, who is a Certified Accountant and Statutory Auditor in France, was the Chief Financial Officer of Interparfums SA beginning in February 1995 until November 2023. Prior to February 1995, Mr. Santi was the Chief Financial Officer for Stryker France and an Audit Manager for Ernst and Young. We believe that Mr. Santi’s skills in accounting and tax, as well as his knowledge of the fragrance industry and our Company’s European based operations, render him qualified to serve as a member of our Board of Directors. François Heilbronn Mr. Heilbronn, age 64, a Director since 1988, an independent director and Chairman of the Audit Committee, Nominating Committee and the Executive Compensation and Stock Option Committee, is a graduate of Harvard Business School with a Master of Business Administration degree and is currently the managing partner of the consulting firm of M.M. Friedrich, Heilbronn & Fiszer. He was formerly employed by The Boston Consulting Group, Inc. from 1988 through 1992 as a manager. Mr. Heilbronn graduated from Institut d’ Etudes Politiques de Paris in June 1983. From 1984 to 1986, he worked as a financial analyst for Lazard Freres & Co. In addition, during 2009, Mr. Heilbronn became an Associate Professor in Business Strategy at Sciences Po, Paris, France. As the result of his business and financial acumen, as well as his experience as managing partner of a business consulting firm in the area of mergers and acquisitions of large international companies in retail, consumer goods and consumer services throughout the world, we believe Mr. Heilbronn is qualified to serve as a member of our Board of Directors. Mr. Robert Bensoussan, age 67, has been a Director since March 1997 and is also an independent director, and a member of the Audit Committee, Nominating Committee and the Executive Compensation and Stock Option Committee. Mr. Bensoussan founded Sirius Equity Consultants, a retail and branded luxury goods investment company. To date, Mr. Bensoussan remains an investor in Hapy Sweet Bee Ltd, natural health food product. He is a member of the Advisory Board of Pictet Bank Premium Brands Fund and sits on the board of Yonderland, Europe’s largest premium outdoor retailer.
Business Experience
Previously Mr. Bensoussan was a director of, and had an indirect ownership interest in, J. Choo Limited until July 2011, and was CEO from 2001 to 2007, and was a member of the Board of Jimmy Choo Ltd, from 2001 to 2011, which had been a privately held luxury shoe wholesaler and retailer. He was previously Chairman of Camaïeu, the French retail conglomerate, a board member of Celio International, the French retail conglomerate and Vivarte representing the GLG hedge fund. In the latter part of 2019, Mr. Bensoussan resigned after 6 years as the only non-North American board member of Lululemon Athletica Inc. Following the successful sale in 2021, Mr. Bensoussan stepped down from the board of Feelunique.com, one of Europe’s largest online beauty retailers after serving for 9 years. Mr. Bensoussan served on the board of SNS, a prominent aspirational streetwear and entertainment hub in addition to serving on the board of Pronovias, the worldwide leader of wedding dresses. We believe Mr. Bensoussan is qualified to serve as a member of our Board of Directors due to his business and financial acumen and his experience in the retail and branded luxury goods market. Veronique Gabai-Pinsky Ms. Gabai-Pinsky, age 59, was elected for the first time to our board as an independent director in September 2017. She became a director of Interparfums, SA in April 2017. She is currently operating a startup specialty fragrance business, a director of Lifetime Brands (Nasdaq: LCUT), which is in the home goods business, and a member of the board of directors of Parfums de Marly, a privately held company. She was President of Vera Wang Group from January 2016 through June 2018, after a year of consulting with the company and she oversaw all product categories and markets. Prior to joining Vera Wang, from 2006 to December 2014, Ms. Gabai-Pinsky was the Global President for Aramis and Designers Fragrances as well as Beauty Bank and Idea Bank at The Estée Lauder Companies, reporting to the Chief Executive Officer of such company. During her tenure, Ms. Gabai-Pinsky developed and ensured the growth of several beauty and skin care brands, including Lab Series for Men. She was highly instrumental in the evolution of the fragrance category for such company, as she improved its overall business model, globally grew brands such as Donna Karan and Michael Kors, evolved and harmonized the portfolio, divested dilutive brands and brought in Tory Burch, Zegna and Marni under licenses. She ultimately actively participated in the acquisitions of Le Labo, Frederic Malle, and By Kilian and assisted in the transformation of the long-term strategic direction of such company. In the earlier years of her career, Ms. Gabai-Pinsky served as Vice President of Marketing and Communication for Guerlain, a division of LVMH Moet Hennessy Louis Vuitton S.A., where she led the successful re-launch of Shalimar, the introduction of Aqua Allegoria, and contributed to the re-focus of the beauty category around its pillars, Terracotta, Meteorites and Issima, while redesigning all communication strategies and content. She started her career at L’Oréal, and was also Vice President of Marketing for Giorgio Armani, where she was instrumental in the overall development of its fragrance business by developing the successful Acqua di Gio for men and introducing the Emporio Armani franchise. A graduate from ESSEC Business School in Paris, France, she has received several awards, including Marketer of the Year by Women’s Wear Daily in December 2013. Ms. Gabai-Pinsky is an independent director, and is a member of the Audit Committee, Executive Compensation and Stock Option Committee and the Nominating Committee of our Company. We believe Ms. Gabi-Pinsky is qualified to serve as a member of our Board of Directors due to her more than 25 years of experience in the luxury, fashion, beauty and fragrance fields, success as a brand builder, creative thinker, business acumen, and a broad understanding of consumers, brands and business models. Gilbert Harrison Mr. Harrison, age 84, an independent director, was appointed to our board in April 2018. Mr. Harrison has more than 50 years of experience in corporate finance and strategic transactions, specializing in the consumer products space. He began his career in 1965 practicing corporate and securities law in New York and Philadelphia. In 1971 he founded Financo, which he grew to become one of the leading independent middle market transaction firms in the country. In 1985, Financo was acquired by Lehman Brothers, where the firm’s primary efforts were focused on increasing its expertise in retail, apparel and other merchandising transactions of all types. At Lehman, Mr. Harrison was Chairman of the Merchandising Group and on the firm’s Investment Banking Operating Committee while continuing as Chairman of Financo, which was renamed the Middle Market Group of Lehman. In 1989, he re-acquired Financo from Lehman, re-establishing Financo as one of the leading investment banking firms handling transactions and providing strategic advice in connection with merchandising companies. Mr. Harrison retired as Chairman of Financo in December of 2017, after which he formed the Harrison Group, a firm that provides consulting and financial advisory services to merchandising and products companies. Mr. Harrison’s other activities include his membership and past membership on the Advisory Council of the GRC Global Conference World Retail Congress, Shoptalk and the Financial Times Business of Luxury Summit. Additionally, he created a course on mergers and acquisitions at The Wharton School and has published various articles and academic studies on the state of retailing and mergers and acquisitions, including a chapter in the book entitled, “The Mergers and Acquisitions Handbook.” Mr. Harrison lectures throughout the country, including chairing seminars for Retail Week as well as for the International Council of Shopping Centers, the National Retail Federation, Young President’s Center, The Wharton Aresty Institute of Executive Education and The President’s Association of the American Management Association. He also appears frequently on Bloomberg TV and CNBC as an expert on retail and apparel. Mr. Harrison received a Bachelor of Science in Economics from The Wharton School of The University of Pennsylvania in 1962 and his Juris Doctor from The University of Pennsylvania Law School in 1965. He is also Chairman Emeritus of the Fashion Division of UJA, Treasurer, a former board member of the Southampton Hospital, a retired Director of the Peggy Guggenheim Collection, and former board member of The Wharton School of the University of Pennsylvania. We believe Mr. Harrison is qualified to serve as a member of our Board of Directors due to his tremendous depth and breadth of knowledge about the merchandising and consumer industry, and he has a long track record of facilitating value-creating transactions for companies in this sector. Mr. Harrison’s autobiography, Deal Junky, was published in January 2022. Kappauf Gerard Kappauf (“Kappauf”), age 63, an independent director, was born in Madagascar. After studying Classic Literature at the Sorbonne in Paris, he attended the San Francisco Art Institute on a scholarship and worked as a special effects make-up artist in Los Angeles. Upon traveling to Paris, Kappauf became interested in fashion and worked at a Jean Paul Gaultier fashion show. Thanks to this experience, he began to expand his network by meeting emblematic figures in the industry such as Paco Rabanne. While providing marketing and acquisition consulting services to L’Oreal Group during the tenure of Lindsay Owen Jones as its Chairman, in a bid for independence and emancipation he founded his own magazine in 1992, Citizen K.
Business Experience
Through Citizen K, he realized his ambition to launch a major magazine for a wide audience on fashion, luxury, culture, and the art of living, truly different from the magazines already in existence. Citizen K magazine then became Citizen K International in 2012, a benchmark in fashion, luxury, and lifestyle. Kappauf expanded the magazine's offering with the launch of Citizen K Homme in 2013, and 2014 was the year of change for Citizen K International with a new format and a fresh look. In 2016 Kappauf launched Citizen K Arabia. This title, distributed in the Middle East, benefits from editorial development and format adapted to the market. Although 80% of Citizen K International’s editorial content is contained in Citizen K Arabia, this magazine still features 20% of content tailored to The Emirates and the Middle East. In 2021, Kappauf launched The Kurator, the first a-gender magazine in the Middle East, as a luxury supplement to Gulf News, the leading daily newspaper in the region. In 2024, Kappauf launched two new magazines: Citizen K Sport, which combines fashion and sport, and The Kurator India, the luxury supplement of the country’s leading business daily, Mint. Founded in January 1992 by Kappauf, he has been the Chief Executive Officer, and Creative and Editorial Director of the K Group since inception, which owns Citizen K magazines in Paris, as well as Enkore Studio in Dubai. Enkore Studio specializes in visual brand identity, digital content, storytelling and concept development for the fashion, luxury, beauty, and lifestyle industries. Kappauf now lives in Dubai. We believe that Kappauf’s perspective on fashion, luxury, culture, and the art of living will bring diversity of viewpoints to our Board of Directors. Patrick Bousquet-Chavanne Patrick Bousquet-Chavanne, age 67, a director nominee, is an accomplished executive in the fast moving consumer goods and retail sectors, with over 35 years of international experience across London, Paris, Dubai, and New York. He has held senior leadership roles at prestigious companies including, The Estee Lauder Companies Inc, LVMH, Marks & Spencer PLC, EMAAR PJSC, and most recently served as CEO of ESW Americas. Currently, Mr. Bousquet-Chavanne spearheads the Abu Dhabi Retail Development Program for the Abu Dhabi Investment Office, an arm of the Abu Dhabi Department of Economic Development. From September 2023 to the present, he acts as consultant through his company, PBC Consulting, in the retail industry. From October 2020 to September 2023, Mr. Bousquet-Chavanne served on the Advisory Board of ESW, a leading global direct to consumer e-commerce service provider where he led Americas operations and the global luxury practice, focusing on structuring United States operations for accelerated growth and guiding the diversification and global expansion of ESW in the luxury, fashion, beauty, and personal care industries. Previously, as CEO of EMAAR Malls—the owner of The Dubai Mall, the world’s largest travel retail and entertainment destination—Mr. Bousquet-Chavanne brought transformative perspectives to the Middle East retail market during a period of rapid digital transformation. He led the acquisition of Namshi.com, expanded the Dubai Mall's digital footprint, and introduced advanced analytics and consumer insight capabilities to enhance customer experience across channels. Prior to his tenure at EMAAR Malls, Mr. Bousquet-Chavanne was Chief Customer, Marketing, and Digital Officer at Marks & Spencer PLC. There, he spearheaded the department store’s digital transformation, positioning marksandspencer.com as one of the top three online destinations for clothing and footwear in the United Kingdom. He also led M&S's Beauty transformation initiative, cantered decision-making on customer insights, and launched the award-winning Sparks™ CRM program. Mr. Bousquet-Chavanne is a former Independent Director of Brown-Forman (NYSE: BF-B), one of the largest American spirits companies, 2005 to 2017. He presently serves as Lead Independent Director on the board of Flow Water Inc. (TSX: FLW), a Canadian premium bottled water company, and previously chaired the Compensation Committee of HSNi (NASDAQ: HSNI), a multi-channel retailer in the USA. He holds MBAs from Purdue University Krannert School of Management and an Advanced Management degree from Stanford Executive Program in Strategy and Organization. Mr. Bousquet-Chavanne is a CCE, “Conseiller du Commerce Exterieur de la France”, a member of Purdue University's Marketing Advisory Board and was part of the Retail Leadership Group for The Prince’s Trust, a UK charity founded by Charles, Prince of Wales. He contributes to Forbes.com on topics related to beauty and luxury. We believe Mr. Bousquet-Chavanne’s beauty and retail experience will contribute valuable insights to our Board of Directors. Herve Bouillonnec Hervé Bouillonnec age 55, a director nominee, is the Chief Commercial Officer at Interparfums, USA LLC, a wholly owned subsidiary of the Company based in New York City, and oversees the commercial strategy and licensing acquisitions for Interparfums, USA LLC. Mr. Bouillonnec joined Interparfums, USA LLC in May 2007 to spearhead its worldwide fragrance business, based in New York City. He brought Interparfums USA his extensive experience in luxury brand management, including time with Yves Saint Laurent (Kering Group) and Givenchy (LVMH). He was responsible for growing their prestige beauty and fragrance business to its full potential in global domestic and travel retail markets. He has strong leadership skills and is responsible for managing teams worldwide. As an experienced executive with an entrepreneurial spirit, he continually strives to grow and build the business, starting from the ground up, with strategic initiatives to create profitable and economically sound brands. Mr. Bouillonnec grew up in France and has worked in the United States since 2001. He is passionate about golf, football, and rugby, and remains a passionate fan of sports today. He studied in France, England, and Barcelona, earning a Bachelor of Arts in European Business in Great Britain and a Master of European Economics from the University of Barcelona in Spain. He speaks French, Spanish, and English fluently. Hervé enjoys traveling with his family and lives with his wife and daughter in New York City. We believe that Mr. Bouillonnec’s extensive experience in building and growing Interparfums’ fragrance business will be a welcome asset to our Board of Directors.
Compensation Discussion and Analysis
For executive officers of United States based operations, the bulk of their annual compensation is in base salary including a fee paid to the holding company for Mr. Madar for services rendered outside the United States. However, for executive officers of European based operations, base salary comprises a smaller percentage of overall compensation. We have paid a lower percentage of overall compensation in the form of base salary to executive officers of European based operations for several years, principally because European based operations historically have had higher profitability than United States operations, and European based operations are run differently from United States operations by the Chief Executive Officer of European based operations, Mr. Benacin. As the result of this historically higher profitability, European based operations have had the ability to pay higher bonus compensation in addition to base salary. As bonus compensation is and has historically been discretionary, no targets were set in order to maintain flexibility. Further, if results of operations for European based operations were not satisfactory (again, no target amounts were set to maintain flexibility), then bonus compensation, as well as overall compensation could be lowered without otherwise affecting base salary. Further still, by keeping annual bonus compensation at a higher percentage of overall compensation and base salary at a lower percentage, our company benefits because the base amount for annual salary adjustments would be smaller. Finally, initial executive compensation matters for Interparfums SA are authorized by an independent committee, the Interparfums SA Corporate Governance, Nominations and Remuneration Committee (the “IPSA Remuneration Committee”). For 2024, Mr. Benacin received a base salary of $821,500, as compared to $795,000 in 2023. Included in this amount are payments made to Mr. Benacin’s holding company of $250,000 for each year. This same consulting fee has been paid for more than each of the past three years, in accordance with the consulting agreement with Mr. Benacin’s holding company, which provides for review on an annual basis of the amount of compensation payable to such company. The Compensation Committee considered the following salient factors in ratifying Mr. Benacin’s base compensation that was approved by the IPSA Remuneration Committee, and in authorizing payment to Mr. Benacin’s holding company; services rendered to United States based operations for several years by Mr. Benacin in connection with licensing and distribution of international brands, as well as future services to be performed by Mr. Benacin internationally relating to licensing and distribution of international brands for United States based operations. As Mr. Benacin values the services of two named executive officers of Interparfums SA, Mr. Philippe Santi, Executive Vice President, and Mr. Frederic Garcia-Pelayo, Executive Vice President and Chief Operating Officer, equally, their base salaries, as well as their bonus compensation discussed below, have been in lockstep. For 2024, the base salary of each of Messrs. Santi and Garcia-Pelayo was €474,462 a nominal increase from €458,000 in 2023. Such increases were nominal, as compared to bonus compensation, as discussed later in the section. The Compensation Committee considered the recommendations of Mr. Benacin, base compensation that was approved by the IPSA Remuneration Committee, results of operations for the year, as well as the services performed for European based operations by Messrs. Santi and Garcia-Pelayo in ratifying these salary levels. A different approach is taken for United States based operations as that based operations is smaller and less profitable. A more significant base salary is paid in order to attract and retain employees with the skills and talents needed to run the operation with a lesser emphasis placed on bonuses. Neither of the executive officers for United States based operations have employment agreements (although Mr. Madar’s personal holding company has a consulting agreement that provides for review on an annual basis of the amount of compensation payable to such company), as we believe that having flexibility in structuring annual base salary is a benefit, which permits us to act quickly to meet a changing economic environment. As previously reported, from 2013 until 2019 the annual aggregate base salary paid to Mr. Madar individually and fees paid to his holding company remained unchanged at $630,000, which was substantially below the amounts indicated by two surveys of chief executive officer salaries for 2019 (collectively the “CEO Salary Surveys”). The CEO Salary Surveys indicated that the annual and median average CEO salaries for peer companies (excluding the Madar salary) were $2,854,656 and $1,540,000, respectively, and $2,604,346 and $1,750,000 for comparable market capitalization companies, respectively. In recognition of the efforts of Mr. Madar and his holding company as one of the prime causes for our substantial increase in net sales and net income, as well as market capitalization from 2014 through 2019, thus substantially increasing shareholder value, on February 4, 2020 the Compensation Committee authorized the aggregate annual increase in the fees paid to Mr. Madar’s holding company, which are attributed to Mr. Madar as base salary, by $600,000 to $1.23 million effective as of January 1, 2020. For 2023 Mr. Madar’s Holding Company received an increase in its management fees to $2 million, after not receiving an increase in 2022 and 2021. This fee was also $2 million for 2024. Mr. Atwood, who became the Chief Financial Officer in September 2022, was paid a base salary of $700,000 for 2024, an increase from his 2023 base salary of $525,000. The Compensation Committee considered the following material factors in approving the base salary of Mr. Atwood for 2024: his individual performances, level of responsibilities, and skill, as well as the recommendation of the Chief Executive Officer. Bonus Compensation/Annual Incentives The discretionary bonuses for Mr. Benacin were $411,000 and $216,000, in recognition of the record setting performances in both sales and earnings of Interparfums SA, our French operating subsidiary for 2024 and 2023 respectively. In addition, the Compensation Committee agreed with the recommendations of Mr. Benacin, IPSA Remuneration Committee and the contributions made by Messrs. Santi and Garcia-Pelayo to the Company’s success and growth. Mr. Santi was awarded a discretionary bonus of $425,000, $458,000, and $437,000, in 2024, 2023, and 2022, respectively, or 83%, 92%, and 96%, of his base salary for those years. Mr. Garcia-Pelayo was awarded a discretionary bonus of $458,000 and $437,000, in 2023 and 2022, respectively, or 92% and 96%, of his base salary for those years. Mr. Garcia-Pelayo did not receive a discretionary bonus in 2024 due to his retirement; however, he did receive a severance payment of $2,243,490. A different approach is taken for United States based operations as they are smaller and less profitable. As discussed above, a more significant base salary is paid in order to attract and retain employees with the skills and talents needed to run United States based operations with a lesser emphasis placed on bonuses. Mr. Atwood, the Chief Financial Officer, who as part of a verbal agreement with the Company, is entitled to a guaranteed annual bonus of $100,000, as well as a $100,000 bonus based upon achieving certain milestones. For both 2024 and 2023, Mr. Atwood received a discretionary bonus of $125,000. The Compensation Committee considered the same factors in granting these two bonuses as in approving his annual base salary. Jean Madar Holding SAS, the management company beneficially owned by Mr. Madar, the Chief Executive Officer, has not received any cash bonus for more than in the past three years.
Compensation Discussion and Analysis
As required by French law, Interparfums SA maintains its own profit sharing plan for all French employees who have completed three months of service, including executive officers of our European based operations other than Mr. Benacin, the Chief Executive Officer of Interparfums SA. Benefits are calculated based upon a percentage of taxable income of Interparfums SA and allocated to employees based upon salary. The maximum amount payable per year per employee is approximately $31,688. Calculation of the total annual benefits contribution is made according to the following formula: 50% of (Interparfums SA fiscal income after taxes, less 2.5% of shareholders’ equity excluding current year income and pension provision) times a fraction, the numerator of which is wages, and the denominator of which is net income before tax + wages + taxes (other than income tax) + valuation allowances + amortization expenses + interest expenses. Contribution to individual employees is then made pro rata based upon their individual salaries for the year. Long-Term Incentives Stock Options. In prior years, we had linked long-term incentives with corporate performance through the grant of stock options. However, no options were granted in 2021 or 2020 to either employees of United States based operations or European based operations, as other compensation arrangements were being considered as part of a review of the executive compensation strategy. In December 2024, 2023 and 2022, at the recommendation of the Chief Executive Officer, the Compensation Committee authorized the grant of a stock option to purchase 4,000, 4,000 and 5,000 shares, respectively, to Mr. Atwood, at the fair market value on the dates of grant, as part of his long-term incentives. Unless the market price of our common stock increases, Mr. Atwood will have no tangible benefit from this option. Thus, the option holder is provided with the additional incentive to increase individual performance with the ultimate goal of increasing our overall performance. We believe that enhanced executive incentive that result in increased corporate performance tend to build company loyalty. No other stock option grants were made to other executive officers in 2024, 2023 or 2022, including Messrs. Jean Madar and Philippe Benacin. Interparfums SA Stock Compensation Plans 2024 - 2023 No shares were granted to any employees or corporate officers during either year. 2022 Free Share Plan – On March 16, 2022, the Board of Interparfums SA (“IPSA”) decided to grant 88,400 free shares of its capital stock to all of the IPSA’s employees and corporate officers having more than 6 months seniority at the grant date. The free shares are to be issued in June 2025. Issuance of those shares is based on satisfaction of performance conditions, relating to the 2024 IPSA sales for 50% of the shares and 2024 operating income for the balance.
Compensation Discussion and Analysis
Stock Appreciation Rights Our stock option plans authorize us to grant stock appreciation rights, or SARs. An SAR represents a right to receive the appreciation in value, if any, of our common stock over the base value of the SAR. To date, we have not granted any SARs under our plans. While the Compensation Committee currently does not plan to grant any SARs under our plans, it may choose to do so in the future as part of a review of the executive compensation strategy. Restricted Stock We have not in the past, and we do not have any future plans to grant restricted stock to our executive officers. However, while the Compensation Committee currently does not plan to authorize any restricted stock plans, the Compensation Committee may choose to do so in the future as part of a review of the executive compensation strategy. Other Compensation For 2024, each of Messrs. Benacin and Garcia-Pelayo received an automobile allowance of $11,690. No Stock Ownership Guidelines We do not require any minimum level of stock ownership by any of our executive officers. As stated above, Messrs. Madar and Benacin, are our largest beneficial shareholders, which aligns their interests with our shareholder base in keeping executive compensation at a reasonable level. Retirement and Pension Plans We maintain a 401(k) plan for United States based operations, and match the first 50% of the first 6% of contributions made by each employee on an annual basis, as we have determined that base compensation together with annual bonuses, are sufficient incentives to retain talented employees. Our European based operations maintain a pension plan for its employees as required by French law. For each of 2024, 2023, and 2022, each of Messrs. Benacin, Santi and Garcia-Pelayo received an increase of approximately $19,000, $17,600, and $16,006, respectively, in their value of deferred compensation earnings.
Compensation Committee Report
| SUMMARY COMPENSATION TABLE | | | | | | | | | | | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(3) | Total ($) | | Jean Madar, (4) | 2024 | 2,000,000 | -0- | -0- | -0- | -0- | -0- | -0- | 2,000,000 | | Chairman and | 2023 | 2,000,000 | -0- | -0- | -0- | -0- | -0- | -0- | 2,000,000 | | Chief Executive Officer | 2022 | 1,230,000 | -0- | -0- | -0- | -0- | -0- | -0- | 1,230,000 | | Michel Atwood (5) | 2024 | 700,000 | 125,000 | -0- | 133,251 | -0- | -0- | -0- | 958,251 | | Chief Financial Officer | 2023 | 525,000 | 125,000 | -0- | 140,327 | -0- | -0- | -0- | 790,327 | | | 2022 | 161,218 | 150,000 | -0- | 101,814 | -0- | -0- | -0- | 413,032 | | Russell Greenberg, (5) | 2022 | 750,000 | -0- | -0- | -0- | -0- | -0- | -0- | 750,000 | | Former CFO & Ex VP | | | | | | | | | | | Philippe Benacin, President | 2024 | 821,507 | 411,312 | -0- | -0- | -0- | 19,072 | 11,690 | 1,263,581 | | Interparfums, Inc. and Chief Executive | 2023 | 794,975 | 216,260 | -0- | -0- | -0- | 17,600 | 11,678 | 1,040,513 | | Officer of Interparfums SA | 2022 | 755,440 | 210,600 | 139,077 | -0- | -0- | 16,006 | 11,372 | 1,132,495 | | Philippe Santi, Executive Vice | 2024 | 513,558 | 425,058 | -0- | -0- | 31,688 | 18,920 | 11,690 | 989,224 | | President, Interparfums SA | 2023 | 495,668 | 457,714 | -0- | -0- | 37,603 | 17,600 | -0- | 1,008,585 | | | 2022 | 454,896 | 436,995 | 139,077 | -0- | 32,485 | 16,006 | -0- | 1,079,459 | | Frédéric Garcia-Pelayo, | 2024 | 515,616 | -0- | -0- | -0- | 31,688 | 18,969 | 2,243,490 (6) | 2,809,763 | | Executive Vice President and | 2023 | 495,668 | 457,714 | -0- | -0- | 37,603 | 17,600 | 11,678 | 1,020,263 | | Chief Operating Officer Interparfums SA | 2022 | 454,896 | 436,995 | 139,077 | -0- | 32,485 | 16,006 | 11,372 | 1,090,831 |
Plan based Awards
| | | Grants of Plan-based Awards | | | | | | | | | | | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Option | Closing | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Units (#) | Options (#) | Awards ($/Sh) | Price ($/Sh) | | Jean Madar | NA | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | NA | NA | | Michel Atwood | 12/31/2024 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | 4,000 | $130.60 | $131.51 | | Philippe Benacin | NA | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | NA | NA | | Philippe Santi | NA | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | NA | NA | | Frédéric Garcia-Pelayo | NA | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | NA | NA |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information relating to outstanding equity awards of our Company held by the executive officers listed in the Summary Compensation Table as of December 31, 2024.
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | | Jean Madar | 25,000(2) | 0(2) | 0 | 73.09 | 12/30/25 | | Michel Atwood | 2,000 | 3,000 | 0 | 97.84 | 12/30/28 | | | 800 | 3,200 | 0 | 147.71 | 12/28/29 | | | 0 | 4,000 | 0 | 130.60 | 12/30/30 | | Philippe Benacin | 25,000(2) | 0(2) | 0 | 73.09 | 12/30/25 | | Philippe Santi | 2,000 | 0 | 0 | 73.09 | 12/30/25 | | Frédéric Garcia-Pelayo (3) | 0 | 0 | 0 | 0.0 | 12/30/24 |
Outstanding Equity Awards at Fiscal Year-End
| 1 | All options expire 6 years from the date of grant, and vest 20% each year commencing one year after the date of grant. |
Outstanding Equity Awards at Fiscal Year-End
| 2 | Options are held in the name of personal holding company. |
Outstanding Equity Awards at Fiscal Year-End
| 3 | Outstanding options to purchase 2,000 shares at $73.09 expired on December 31, 2024, the date of his retirement. |
Outstanding Equity Awards at Fiscal Year-End
The following table sets certain information relating to outstanding equity awards granted by Interparfums SA, our majority-owned French subsidiary which has its shares traded on the NYSE Euronext, held by the executive officers of our company listed in the Summary Compensation Table as of the end of the past fiscal year.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END OF INTERPARFUMS SA
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END OF INTERPARFUMS SA
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END OF INTERPARFUMS SA
| | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable) | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#)(1) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested($) | | Jean Madar | -0- | 0 | -0- | NA | NA | 3,993 | 176,338 | -0- | -0- | | Michel Atwood | -0- | 0 | -0- | NA | NA | -0- | -0- | -0- | -0- | | Philippe Benacin | -0- | 0 | -0- | NA | NA | 3,993 | 176,338 | -0- | -0- | | Philippe Santi | -0- | 0 | -0- | NA | NA | 7,986 | 352,677 | -0- | -0- | | Frédéric Garcia-Pelayo | -0- | 0 | -0- | NA | NA | 7,986 | 352,677 | -0- | -0- |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END OF INTERPARFUMS SA
| 1 | Estimated number of shares are to be issued only to the extent that the performance conditions have been met. | | 2 | As of December 31, 2024, the closing price of Interparfums SA as reported by the Euronext was 40.80 euros, and the exchange rate was 1.04 U.S. dollars to 1 euro. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table sets forth certain information relating to each option exercise affected during the past fiscal year, and each vesting of stock, including restricted stock, restricted stock units and similar instruments of our company during the past fiscal year, for the executive officers of our company listed in the Summary Compensation Table.
Option Exercises and Stock Vested
| OPTION EXERCISES AND STOCK VESTED | | | | | | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)1 | Number of Shares Acquired on Vesting (#) | Value Realized On Vesting ($) | | Jean Madar | 25,000 | 1,596,750 | -0- | -0- | | Michel Atwood | -0- | -0- | -0- | -0- | | Philippe Benacin | 25,000 | 1,665,250 | -0- | -0- | | Philippe Santi | 4,000 | 267,171 | -0- | -0- | | Frédéric Garcia-Pelayo | 4,000 | 255,115 | -0- | -0- |
Option Exercises and Stock Vested
[Footnotes from table above]
Option Exercises and Stock Vested
| 1 | Total value realized on exercise of options in dollars is based upon the difference between the fair market value of the common stock on the date of exercise, and the exercise price of the option. |
Option Exercises and Stock Vested
Regarding Interparfums SA, our majority-owned French subsidiary which has its shares traded on the Euronext, no options were exercised during the past fiscal year, and there was no vesting of stock, including restricted stock, restricted stock units and similar instruments during the past fiscal year, for the executive officers of our Company listed in the Summary Compensation Table.
Pension Benefits
Pension Benefits The following table sets forth certain information relating to payment of benefits in connection with retirement plans during the past fiscal year, for the executive officers of our Company listed in the Summary Compensation Table.
PENSION BENEFITS
PENSION BENEFITS
PENSION BENEFITS
| Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit* ($) | Payments During Last Fiscal Year ($) | | Jean Madar | NA | NA | -0- | -0- | | Michel Atwood | NA | NA | -0- | -0- | | Philippe Benacin | Interparfums SA Pension Plan | NA | 396,655 | 19,072 | | Philippe Santi | Interparfums SA Pension Plan | NA | 396,504 | 18,920 | | Frédéric Garcia-Pelayo | Interparfums SA Pension Plan | NA | 396,552 | 18,969 |
PENSION BENEFITS
| * Does not include any contributions made by prior employers, or individually by the recipients as such information is confidential under French law. |
PENSION BENEFITS
Interparfums SA maintains a pension plan for all of its employees, including all executive officers. The calculation of commitments for severance benefits involves estimating the probable present value of projected benefit obligations. This projected benefit obligations are then prorated to take into account seniority of the employees of Interparfums SA on the calculation date. In calculating benefits, the following assumptions were applied:
PENSION BENEFITS
| - | voluntary retirement at age 65; |
PENSION BENEFITS
| - | a rate of 45% for employer payroll contributions for all employees; |
PENSION BENEFITS
| - | a 4% average annual salary increase; |
PENSION BENEFITS
| - | an annual rate of turnover for all employees under 55 years of age and nil above; |
PENSION BENEFITS
| - | the TH 00-02 mortality table for men and the TF 00-02 mortality table for women; |
PENSION BENEFITS
| - | a discount rate of 3.38%. |
PENSION BENEFITS
The normal retirement age is 65 years, but employees, including Messrs. Benacin, Santi and Garcia-Pelayo, can collect reduced benefits if they retire at age 62. Mr. Garcia-Pelayo retired on December 31, 2024 and started collecting reduced benefits.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation We do not maintain any nonqualified deferred compensation plans.
CEO Pay Ratio
CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our mean employee and the annual total compensation of Mr. Jean Madar, Chief Executive Officer (the “CEO”): For 2024, our last completed fiscal year:
CEO Pay Ratio
| ● | Our median employee’s compensation was $83,526 |
CEO Pay Ratio
| ● | Our Chief Executive Officer’s total 2024 compensation was $3,596,750 |
CEO Pay Ratio
| ● | Accordingly, our 2024 CEO to Median Employee Pay Ratio was 43.06 to 1 |
CEO Pay Ratio
This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records. We identified our median employee using our total employee population as of December 31, 2024 by applying a consistently applied compensation measure across our global employee population. For our consistently applied compensation measure, we used all compensation, including actual base salary, bonuses, commissions, and any overtime paid during the 12-month period ending December 31, 2024. We did not use any material estimates, assumptions, adjustments or statistical sampling to determine the worldwide median employee. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
Compensation of Directors
Compensation of Directors The following table sets forth certain information relating to the compensation for each of our directors who is not an executive officer of our Company named in the Summary Compensation Table for the past fiscal year.
Compensation of Directors
| | | | DIRECTOR COMPENSATION | | | | | | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation ($)1 | Total ($) | | François Heilbronn | 26,000 | -0- | 49,969 | -0- | -0- | 69,220 | 145,189 | | Robert Bensoussan | 26,000 | -0- | 49,969 | -0- | -0- | 68,775 | 144,744 | | Veronique Gabai-Pinsky | 26,000 | -0- | 49,969 | -0- | -0- | 85,065 | 161,034 | | Gilbert Harrison | 15,000 | -0- | 49,969 | -0- | -0- | 68,048 | 127,017 | | Kappauf | 18,000 | -0- | 49,969 | -0- | -0- | -0- | 67,969 |
Compensation of Directors
[Footnotes from table above]
Compensation of Directors
| 1. | Represents gain from exercise of stock options. |
Compensation of Directors
All nonemployee directors receive $6,000 for each board meeting at which they participate in person, and $3,000 for each meeting held by conference telephone. In addition, the annual fee for each member of the Audit Committee is $8,000. We maintain a stock option plan for our nonemployee or independent directors. The purpose of this plan is to assist us in attracting and retaining key directors who are responsible for continuing the growth and success of our company. Under such plan, options to purchase 1,500 shares are granted on the last business day of each year at the fair market value on the date of grant to all nonemployee directors for as long as each is a nonemployee director on such date. Such options vest and become exercisable to purchase shares of Common Stock as follows: 20% one year after the date of grant, and then 20% on each of the second, third, fourth and fifth consecutive years from the date of grant on a cumulative basis, so that each option shall become fully vested and exercisable on the first day of the sixth year from the date of grant. However, if a nonemployee director does not attend certain of the board meetings, then such option grants are reduced according to a schedule. The following table sets forth certain information as of the end of our last fiscal year regarding all equity compensation plans that provide for the award of equity securities or the grant of options, warrants or rights to purchase our equity securities.
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. For the most recently completed fiscal year, we did not use any financial performance measure to link Compensation Actually Paid to our NEOs to the Company’s performance; accordingly, this disclosure does not present a company-selected measure in the table below nor a tabular list of our most important performance measures, as permitted under the rules promulgated by the Securities and Exchange Commission. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for Jean Madar1 ($) | Compensation Actually Paid to Jean Madar1,2,3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs1 ($) | Average Compensation Actually Paid to Non-PEO NEOs1,2,3 ($) | Value of Initial Fixed $100 Investment based on:4 | | Net Income ($ Millions) | | | | | | | TSR ($) | Peer Group TSR ($) | | | 2024 | 2,000,000 | 1,896,779 | 1,505,205 | 1,409,911 | 197.35 | 147.04 | 203 | | 2023 | 2,000,000 | 2,775,201 | 964,922 | 1,502,589 | 210.93 | 120.32 | 188 | | 2022 | 1,369,077 | 945,026 | 890,907 | 696,314 | 138.82 | 128.45 | 151 | | 2021 | 1,230,000 | 3,199,857 | 904,237 | 2,316,873 | 149.91 | 145.11 | 110 | | 2020 | 1,387,603 | 1,246,062 | 1,035,765 | 876,113 | 83.75 | 116.11 | 50 |
Pay Versus Performance Disclosure
1. Jean Madar was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
Pay Versus Performance Disclosure
| 2020 - 2021 | 2022 | 2023 - 2024 | | Russell Greenberg | Russell Greenberg | Michel Atwood | | Philippe Benacin | Michel Atwood | Philippe Benacin | | Philippe Santi | Philippe Benacin | Philippe Santi | | Frédéric Garcia-Pelayo | Philippe Santi | Frédéric Garcia-Pelayo | | | Frédéric Garcia-Pelayo | |
Pay Versus Performance Disclosure
2. The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. 3. Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Option Awards column are the totals from the Option Awards columns set forth in the Summary Compensation Table.
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for Jean Madar ($) | Exclusion of Stock and Option Awards for Jean Madar ($) | Inclusion of Equity Values for Jean Madar ($) | Compensation Actually Paid to Jean Madar ($) | | 2024 | 2,000,000 | — | (103,221) | 1,896,779 |
Pay Versus Performance Disclosure
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 1,505,205 | (33,313) | (61,981) | 1,409,911 |
Pay Versus Performance Disclosure
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Pay Versus Performance Disclosure
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Jean Madar ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Jean Madar ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Jean Madar ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Jean Madar ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Jean Madar ($) | Total - Inclusion of Equity Values for Jean Madar ($) | | 2024 | — | (31,758) | — | (71,463) | — | (103,221) |
Pay Versus Performance Disclosure
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 33,313 | (56,163) | — | (39,131) | — | (61,981) |
Pay Versus Performance Disclosure
4. The Peer Group TSR set forth in this table utilizes a custom group of industry peers, weighted according to the respective peer companies’ stock market capitalization on December 31, 2019, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2024. The Company changed its peer group in 2023 in order to reflect the current competitive landscape in our industry more accurately. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and the peer group, respectively. Historical stock performance is not necessarily indicative of future stock performance. The following table shows the peer group constituents.
Pay Versus Performance Disclosure
| 2022 | 2023-2024 | | CCA Industries, Inc. | The Estée Lauder Companies Inc. | | Colgate-Palmolive Company | The Procter & Gamble Company | | Kimberly-Clark Corporation | e.l.f. Beauty, Inc. | | Natural Health Trends Corp. | Coty Inc. | | Summer Infant, Inc. | L’Oréal SA | | The Estée Lauder Companies Inc. | LVMH Moët Hennessy Louis Vuitton | | The Procter & Gamble Company | Natura &Co Holding SS | | The Stephan Co. | Olaplex Holdings, Inc. | | United-Guardian, Inc. | Shiseido Co Ltd. |
Pay Versus Performance Disclosure
Relationship Between PEO and Non-PEO NEO Average Compensation Actually Paid and Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR over the five most recently completed fiscal years and the Peer Group TSR over the same period. Relationship Between PEO and Non-PEO NEO Average Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the five most recently completed fiscal years.