DEF 14A of Interparfums Inc
Filed Jul 31, 2026 · FY20250001753926-26-001295
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 | | Herve Bouillonnec | Director, and Chief Commercial Officer, Interparfums, USA LLC | | Philippe Santi* | Director, Executive Vice President, Interparfums, SA | | François Heilbronn | Director | | Robert Bensoussan | Director | | Veronique Gabai-Pinsky* | Director | | Gilbert Harrison* | Director | | Gerard Kappauf * | Director | | Patrick Bousquet-Chavanne | Director |
ELECTION OF DIRECTORS
*Existing Director who is not up for re-election at this 2026 Annual Meeting. At this meeting we are also proposing to add two (2) new directors to our Board of Directors, Ms. Valerie Hermann and Ms. Bénédicte Epinay. 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 2025, 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 11 directors and at after the 2026 Annual Meeting will consist 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 2025, our Board of Directors had the following standing committees: 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 2025, this committee consisted of Messrs. Francois Heilbronn, the Chairman, and Robert Bensoussan, and Ms. Gabai-Pinsky. As the result of Director Robert Bensoussan’s appointment as Chairman of Oriflame Holding Limited and Oriflame Investment Holding PLC and his increased workload thereby, in March 2026 Mr. Patrick Bousquet-Chavanne replaced Mr. Bensoussan on the Audit Committee. Our Board of Directors has authorized Ms. Valerie Hermann to replace Ms. Gabai-Pinsky as a member of the Audit Committee should she be elected to the Board at the 2026 Annual Meeting of Shareholders. The charter of the Audit Committee is posted on our Company’s website. Our 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. 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 2025, this committee consisted of Messrs. Francois Heilbronn, the Chairman, and Robert Bensoussan, and Ms. Gabai-Pinsky. As the result of Director Robert Bensoussan’s appointment as Chairman of Oriflame Holding Limited and Oriflame Investment Holding PLC and his increased workload thereby, in March 2026 Mr. Patrick Bousquet-Chavanne replaced Mr. Bensoussan on the Executive Compensation and Stock Option Committee. Our Board of Directors has authorized Ms. Valerie Hermann to replace Ms. Gabai-Pinsky as a member of the Executive Compensation and Stock Option Committee should she be elected to the Board at the 2026 Annual Meeting of Shareholders. The charter of the Executive Compensation and Stock Option Committee is posted on our Company’s website. Nominating Committee – During 2025, this committee consisted of Messrs. Francois Heilbronn, the Chairman, and Robert Bensoussan, and Ms. Gabai-Pinsky. As the result of Director Robert Bensoussan’s appointment as Chairman of Oriflame Holding Limited and Oriflame Investment Holding PLC and his increased workload thereby, in March 2026 Mr. Patrick Bousquet-Chavanne replaced Mr. Bensoussan on the Nominating Committee. 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. Our Board of Directors has authorized Ms. Valerie Hermann to replace Ms. Gabai-Pinsky as a member of the Nominating Committee should she be elected to the Board at the 2026 Annual Meeting of Shareholders. The charter of the Nominating Committee is posted on our Company’s website. We have adopted a board diversity policy, which was revised in 2024 and again in 2025. 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 existing eleven (11) 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.
ELECTION OF DIRECTORS
The following incumbent directors, Jean Madar, Philippe Benacin, Michel Atwood, Herve Bouillonnec, Francois Heilbronn, Robert Bensoussan, and Patrick Bousquet-Chavanne were elected at our annual meeting held in September 2025, and all are nominees for election to the Board of Directors. In addition, our Board of Directors is proposing to add two (2) new director nominees, Ms. Valerie Hermann and Bénédicte Epinay. Four current members of our Board, Philippe Santi, Veronique Gabai-Pinsky, Gilbert Harrison and Gerard Kappauf, are not being submitted as part of management’s slate of directors. 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 65, 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 67, 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 our 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 57, became our Chief Financial Officer on September 6, 2022, and 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 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. Francois Heilbronn Mr. Heilbronn, age 65, 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. Robert Bensoussan Mr. Robert Bensoussan, age 68, has served as a Director since March 1997 and is an independent director. He is a member of the Audit Committee, Nominating Committee, and the Executive Compensation and Stock Option Committee. Mr. Bensoussan founded RBS Conseil, an investment company focused on retail and branded luxury goods. He remains an investor in Hapy Sweet Bee Ltd., a natural health food products company. Mr. Bensoussan currently serves as Chairman of Oriflame Holding Limited and Oriflame Investment Holding PLC, a global beauty and wellbeing company operating in approximately 60 markets through a multilevel marketing model and supported by approximately three million beauty entrepreneurs worldwide, a role he has held since 2025. He is also Chairman of the Supervisory Board of 2Ride Holding, a Marseille-based European leader in premium protective gear for motorcycle riding and outdoor sports, since 2025. Previously, Mr. Bensoussan was Chief Executive Officer of J. Choo Limited from 2001 to 2007 and a member of its board from 2001 to 2011, during which time our Company operated as a privately held luxury shoe wholesaler and retailer. He also served as Chairman of Camaïeu, a French retail conglomerate, and as a board member of Celio International and Vivarte. In 2019, Mr. Bensoussan resigned after six years as the only non-North American board member of Lululemon Athletica Inc. Following the successful sale of our Company in 2021, he stepped down from the board of Feelunique.com, one of Europe’s largest online beauty retailers, after nine years of service. Mr. Bensoussan has also served on the boards of SNS, a prominent aspirational streetwear and entertainment hub, Pronovias, the worldwide leader in wedding dresses and Yonderland, Europe’s largest premium outdoor retailer. 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.
Business Experience
Patrick Bousquet-Chavanne, age 67, an independent director, 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. Recently, 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, 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 56, who was elected a director for the first time in September 2025, is the Global Chief Commercial Officer at Interparfums, USA LLC, a wholly owned subsidiary of our 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 stives 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 are welcome asset to our Board of Directors. Valerie Hermann Valerie Herman, age 63, is a director nominee for the first time. She has been the Director of Luxury Investments at Groupe Epi in Paris, France since March of 2020, and has been the employed by Global Brands at Ralph Lauren Corporation for six years, President of Global Brands from September 2016 to March 2020, Global Brand President of Luxury, Women’s Collections and World of Accessories in the Greater New York City Area from April 2016 to September 2016, and President of Ralph Lauren Luxury Collections from April 2014 to April 2016. She was also the Chief Executive Officer at Reek Krakoff/Coach Group from September 2011 through January 2014, the Chief Executive Officer of Saint Laurent from 2005 through February 2011 in Paris, France, and a Director of Women’s Ready to Wear, Dior at LVMH from 2007 to 2011, in Paris, France. She received a marketing and marketing management degree from HEC (École des hautes études commerciales de Paris), which translates roughly to Paris School of Advanced Business Studies, Paris, France in 1989. We believe that her experience in managing and marketing of the luxury products will provide our board of directors with valuable insights into the creation, marketing and management of our luxury fragrances and fragrance related products. Bénédicte Epinay Bénédicte Epinay, age 64, is a director nominee for the first time. Since March 2020, Bénédicte Epinay has been Chief Executive Officer of Comité Colbert, a public-interest association founded in 1954 by Jean-Jacques Guerlain. This organization brings together 98 French luxury houses and 15 cultural institutions united by a shared purpose: “To passionately promote, sustainably develop and patiently pass on French craftsmanship and creativity in order to inspire dreams.” This mission guides all of the association’s activities, which focus on enhancing the collective influence of French luxury and art de vivre, while preserving the craft professions that are the lifeblood of the industry. As the official representative body of the French luxury industry, Comité Colbert also serves as the sector’s advocacy organization, engaging with public authorities and policymakers in both Paris and Brussels. It also provides its members with strategic research and insights on sustainability, human resources, and technology—three issues that are at the heart of the industry's current challenges and priorities. Under her leadership, two flagship initiatives have been launched. The first, Les Deux Mains du Luxe (“The Two Hands of Luxury”), is an annual event dedicated to the transmission of craftsmanship, aimed at both young people and adults seeking a career change. The second, Jeux de Main (“Hand in Hand”), is an international cultural dialogue between French artisans and master craftspeople from the host country. The latest edition was held in Shanghai as part of the celebrations marking the 60th anniversary of diplomatic relations between France and China.
Business Experience
In 2026, at the invitation of the French Ambassador to the United States, Comité Colbert celebrated the 250th anniversary of Franco-American friendship in New York and Washington, D.C. The event, entitled Hidden Treasures, took the form of a landmark exhibition revealing the American archives and stories of French luxury houses. Conceived as a tribute to two and a half centuries of cultural dialogue and mutual inspiration between France and the United States, it highlighted the enduring ties that have connected the two nations through creativity, craftsmanship, and the arts. Prior to joining Comité Colbert, Bénédicte Epinay studied political science and economics at the University before pursuing journalism studies. She then spent over thirty years in the media industry, notably within the Les Échos – Le Parisien Group, where she served as Deputy Editorial Director in charge of luxury weekend publications until 2020. In this role, she launched Série Limitée, the Group’s first monthly luxury and lifestyle magazine in 1999, and Les Échos Week-End, its weekly weekend edition, in 2015. We believe that her strategic research and insights on sustainability, human resources, and technology—three issues that are at the heart of the fragrance industry's current challenges and priorities, will provide our board of directors with valuable insights moving forward.
Compensation Discussion and Analysis
Compensation Discussion and Analysis General The Executive Compensation and Stock Option Committee of our Board of Directors is comprised entirely of independent directors and oversees all elements of compensation (base salary, annual bonus, long-term incentives and perquisites) of our Company’s executive officers and administers our Company’s stock option plans, other than the non-employee directors stock option plan, which is self-executing. The objectives of our compensation program are designed to strike a balance between offering sufficient compensation to either retain existing or attract new executives on the one hand, and maintaining compensation at reasonable levels on the other hand. We do not have resources comparable to the cosmetic giants in our industry, and, accordingly, cannot afford to pay excessive executive compensation. In furtherance of these objectives, our executive compensation packages generally include a base salary, as well as annual incentives tied to individual performance and long-term incentives tied to our operating performance. Mr. Madar, the Chairman and Chief Executive Officer, took the initiative after discussions with Mr. Atwood, the Chief Financial Officer and board member, and recommended executive compensation levels for executives for United States operations. Mr. Benacin, the Chief Executive Officer of Interparfums SA, took the initiative after discussions with Philippe Santi, the Executive Vice President of Interparfums SA, and recommended executive compensation levels for executives for European based operations. The recommendations are presented to the Compensation Committee for its consideration, and the Compensation Committee makes a final determination regarding salary adjustments and annual award amounts to executives, including Jean Madar and Philippe Benacin. Messrs. Madar and Benacin are not present during deliberations or determination of their executive compensation by the Compensation Committee. Further, Messrs. Madar and Benacin, in addition to being executive officers and directors, are our largest beneficial shareholders, and therefore, their interests are aligned with our shareholder base in keeping executive compensation at a reasonable level. The Compensation Committee was pleased that the most recent shareholder advisory vote on executive compensation held at our last annual meeting of shareholders in September 2025 overwhelmingly approved the compensation policies and decisions of the Compensation Committee. The Compensation Committee has determined to continue its present compensation policies in order to determine similar future decisions. Our Compensation Committee believes that individual executive compensation is at a level comparable with executives in other companies of similar size and stage of development that operate in the fragrance industry, and takes into account our company’s performance as well as our own strategic goals. During 2025, the members of such committee consisted of Messrs. Francois Heilbronn and Robert Bensoussan, and Ms. Gabai-Pinsky. As the result of Director Robert Bensoussan’s appointment as Chairman of Oriflame Holding Limited and Oriflame Investment Holding PLC and his increased workload thereby, in March 2026 Mr. Patrick Bousquet-Chavanne replaced Mr. Bensoussan on the Executive Compensation and Stock Option Committee. Elements of Compensation The compensation of our executive officers is generally comprised of base salaries, including a fee paid to the holding companies of each of Messrs. Madar and Benacin, annual cash bonuses and long-term equity incentive awards. In determining specific components of compensation, the Compensation Committee considers individual performance, level of responsibility, skills and experience, other compensation awards or arrangements and overall company performance. The Compensation Committee reviews and approves all elements of compensation for all of our executive officers taking into consideration recommendations from the Chief Executive Officer of our Company and the Chief Executive Officer of Interparfums SA, as well as information regarding compensation levels at competitors in our industry. Our named executive officers have all been with our Company for more than the past ten (10) years, other than Mr. Atwood who joined our Company in September 2022, with Messrs. Madar and Benacin being founders of our Company. As Messrs. Madar and Atwood, the Chief Financial Officer, and Benacin and Santi for European based operations, were most familiar with the individual performance, level of responsibility, skills and experience of each executive officer in their respective operating based operations, the Compensation Committee relies upon the information provided by such executive officers in determining individual performance, level of responsibility, skills and experience of each executive officer. The Compensation Committee views the competitive marketplace very broadly, which would include executive officers from both public and privately held companies in general, including fashion and beauty companies, but not limited to the peer companies contained in the corporate performance graph contained in our annual report. Generally, rather than tie the Compensation Committee’s determination of compensation proposals to any specific peer companies, the members of our committee have used their business experience, judgment and knowledge to review the executive compensation proposals recommended to them by Mr. Madar for United States operations and Mr. Benacin for European based operations. As such, as a general rule the Compensation Committee did not determine the need to benchmark any material item of compensation or overall compensation. The members of the Compensation Committee have extensive experience and business acumen and are well qualified in determining the appropriateness of executive compensation levels. Mr. Heilbronn is a 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. Ms. Gabai-Pinsky has executive experience as the former President of Vera Wang Group, as well as the Global President for Aramis and Designers Fragrances in addition to Beauty Bank and Idea Bank at The Estée Lauder Companies. Mr. Bensoussan, the final committee member, currently serves as Chairman of Oriflame Holding Limited and Oriflame Investment Holding PLC, a global beauty and wellbeing company. He is also Chairman of the Supervisory Board of 2Ride Holding, a Marseille-based European leader in premium protective gear for motorcycle riding and outdoor sports, since 2025. Finally, he was previously a member of the boards of lululemon athletica Inc., Feelunique.com, one of Europe’s largest online beauty retailers, and Jimmy Choo Ltd, from 2001 to 2011. As the result of Director Robert Bensoussan’s appointment as Chairman of Oriflame Holding Limited and Oriflame Investment Holding PLC and his increased workload thereby, in March 2026 Mr. Patrick Bousquet-Chavanne replaced Mr. Bensoussan on the Executive Compensation and Stock Option Committee. Base Salary Base salaries for executive officers are initially determined by evaluating the responsibilities of the position held and the experience of the individual, and by reference to the competitive marketplace for executive talent. Base salaries for executive officers are reviewed on an annual basis, and adjustments are determined by evaluating our operating performance, the performance of each executive officer, as well as whether the nature of the responsibilities of the executive has changed.
Compensation Discussion and Analysis
As stated above, as Messrs. Madar and Atwood for United States based operations, and Messrs. Benacin and Santi for European based operations, were most familiar with the individual performance, level of responsibility, skills and experience of each executive officer in their respective based operations, the committee relied upon the information provided by such executive officers in determining individual performance, level of responsibility, skills and experience of each executive officer. 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 based operations, and European based operations are run differently from United States based 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 2025, Mr. Benacin received a base salary of $846,600 as compared to $821,500 in 2024. 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 2025, the base salary of Mr. Santi was $548,000 an increase from $514,000 in 2024. Such increase amounted to 6.7% from the prior year. For IPSA, bonus compensation constituted a larger portion of total executive 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 Mr. Santi in ratifying his salary level. 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. For each of years 2025, 2024 and 2023, Mr. Madar’s Holding Company received the same management fee of $2 million. The major factors in the determination for the lack of an increase in the management fee paid to Jean Madar Holding SAS were the disappointing sales and results of United States based operations for 2025. The same two factors also were determinative in the nominal increase in base salary awarded to Mr. Atwood, the Chief Financial Officer of both Interparfums, Inc. and its United States based operating subsidiary, Interparfums, USA LLC. Mr. Atwood, who became the Chief Financial Officer in September 2022, was paid a base salary of $721,000 for 2025, a nominal increase of 3.0% from his 2024 base salary of $700,000. The Compensation Committee considered the following material factors in approving the base salary of Mr. Atwood for 2025: his individual performances, level of responsibilities, and skill, as well as the recommendation of the Chief Executive Officer. For Mr. Bouillonnec, the Global Chief Commercial Officer for United States based operations who was elected to our board of directors for the first time in September 2025, his base salary was $927,000 in 2025, also a 3.0% increase from his salary of $900,000 in 2024, also due to disappointing sales and results of United States based operations in 2025. As 2024 sales and results were improved from the prior year, he had received a $50,000 increase in base salary from $850,000 in 2023, or a 5.8% increase. Bonus Compensation/Annual Incentives The discretionary bonuses for Mr. Benacin were $475,000 and $411,000, in recognition of the record setting performances in both sales and earnings of Interparfums SA, our French operating subsidiary for 2025 and 2024 respectively. In addition, the Compensation Committee agreed with the recommendations of Mr. Benacin, IPSA Remuneration Committee and the contributions made by Mr. Santi to the Company’s success and growth. Mr. Santi was awarded a discretionary bonus of $537,000, $425,000, and $458,000, in 2025, 2024, and 2023, respectively, or 98%, 83%, and 92%, of his base salary for those years. 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. 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. 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 2025, 2024 and 2023, Mr. Atwood received a discretionary bonus of $110,000, $125,000 and $125,000. The Compensation Committee considered the same factors in granting these two as in approving his annual base salary.
Compensation Discussion and Analysis
For Mr. Bouillonnec, his bonus compensation was relatively constant, $135,000 being paid in 2025, and $150,000 being paid in each of 2023 and 2024, reflecting the decrease in sales for United States based operations in 2025 as compared to 2024. 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 $37,480. 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 2025, 2024 and 2023, at the recommendation of the Chief Executive Officer, the Compensation Committee authorized the grant of a stock option to purchase 4,000, shares for each such year, 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. Mr. Herve Bouillonnec, the Global Chief Commercial Officer of Interparfums, USA LLC, who is also a member of our Board of Directors, was granted a stock option to purchase 4,000 shares at the fair market value on the dates of grant, for contributions to the Company in such capacity, not as a member of our Board of Directors. However, no other stock option grants were made to other executive officers in 2025, 2024 or 2023, including Messrs. Jean Madar and Philippe Benacin. Interparfums SA Stock Compensation Plans 2025 Free Share Plan – On December 1, 2025, the Board of Interparfums SA (“IPSA”) decided to grant 137,900 free shares of its capital stock to all of the IPSA’s employees and corporate officers subject to their employment on the vesting date of March 1, 2029. Issuance of these shares is based on satisfaction of performance conditions, relating to IPSA's 2028 fiscal year achievements of consolidated sales and operating income for 45% of the shares and an EcoVadis rating for 10% of the shares. The $97,316 fair value of IPSA shares to be issued to each of Messrs. Jean Madar, Philippe Benacin and Philippe Santi has been determined based upon the closing price of IPSA shares as reported on the Euronext on the date of grant. IPSA used the services of third party to assist them in the valuation of the plan, with the calculations and assumptions as follows: Management expects the rate of staff turnover to be 10%. Using the Monte Carlo method, management expects the performance rate to be 86.2% on the IPSA and subsidiaries consolidated sales, 60% on the consolidated operating income and 80% on the EcoVadis rating. As of December 31, 2025, management, using the above Monte Carlo method assumptions, expects total expenses related to this plan to be valued at $2.2 million (€2 million). As of December 31, 2025: No shares of IPSA Capital Stock were purchased in the open market and allocated to this plan $0.1 million of expense was recorded ($0.1 million including social contributions). 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 were 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. IPSA used the services of third party to assist them in the valuation of the plan, with the calculations and assumptions as follows: Management expects the rate of staff turnover to be 12%. Using the Monte Carlo method, management expects the performance rate to be 80% on the IPSA and subsidiaries consolidated sales and 80.8% on the consolidated operating income. As of December 31, 2022 management has updated its expectation related to the performance rate to be 100% for both consolidated sales and consolidated operating income based on the above assumptions, the total expenses related to this plan are valued at $4.1 million. 96,371 shares of IPSA Capital Stock, representing $4.1 million were purchased in the open market and allocated to this plan. $1.4 million of expense was recorded (or $1.6 million including social contributions). As of December 31, 2025: 106,046 shares of IPSA Capital Stock, representing $4.1 million were purchased in the open market and allocated to this plan. All shares were vested and distributed to eligible employees on June 16, 2025. $0.7 million of expense was recorded (or $0.9 million including social contributions). 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 2025, Mr. Benacin received an automobile allowance of $12,204. No Stock Ownership Guidelines We do not require any minimum level of stock ownership by any of our executive officers. As stated above, Messrs. Madar and Benacin, are our largest beneficial shareholders, which aligns their interests with our shareholder base in keeping executive compensation at a reasonable level. Retirement and Pension Plans
Compensation Committee Report
| SUMMARY COMPENSATION TABLE | | | | | | | | | | | Name and Principal Position | Year | Salary ($) | 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 ($) | | Jean Madar, (4) | 2025 | 2,000,000 | -0- | 97,316 | -0- | -0- | -0- | -0- | 2,097,316 | | Chairman and | 2024 | 2,000,000 | -0- | -0- | -0- | -0- | -0- | -0- | 2,000,000 | | Chief Executive Officer | 2023 | 2,000,000 | -0- | -0- | -0- | -0- | -0- | -0- | 2,000,000 | | Michel Atwood | 2025 | 721,000 | 110,000 | -0- | 82,053 | -0- | -0- | -0- | 913,053 | | Chief Financial Officer | 2024 | 700,000 | 125,000 | -0- | 133,251 | -0- | -0- | -0- | 958,251 | | | 2023 | 525,000 | 125,000 | -0- | 140,327 | -0- | -0- | -0- | 790,327 | | Philippe Benacin, President | 2025 | 846,640 | 474,600 | 97,316 | -0- | -0- | 20,225 | 12,204 | 1,450,985 | | Interparfums, Inc. and Chief Executive | 2024 | 821,507 | 411,312 | -0- | -0- | -0- | 19,072 | 11,690 | 1,263,581 | | Officer of Interparfums SA | 2023 | 794,975 | 216,260 | -0- | -0- | -0- | 17,600 | 11,678 | 1,040,513 | | Philippe Santi, Executive Vice | 2025 | 547,618 | 536,750 | 97,316 | -0- | 37,480 | 19,681 | -0- | 1,238,845 | | President, Interparfums SA | 2024 | 513,558 | 425,058 | -0- | -0- | 31,688 | 18,920 | -0- | 989,224 | | | 2023 | 495,668 | 457,714 | -0- | -0- | 37,603 | 17,600 | -0- | 1,008,585 | | Herve Bouillonnec, | 2025 | 927,000 | 135,000 | -0- | 82,053 | -0- | -0- | -0- | 1,144,053 | | Global Chief Commercial Officer | 2024 | 900,000 | 150,000 | -0- | 133,251 | -0- | -0- | -0- | 1,183,251 | | of Interparfums, USA LLC | 2023 | 850,000 | 150,000 | -0- | 140,327 | -0- | -0- | -0- | 1,140,327 |
Plan based Awards
| | | Grants of Plan-based Awards | | | | | | | | | | | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Option | Closing | | | | Threshold ($) | 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 | 12/31/2025 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | 4,000 | $84.64 | $84.64 | | 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 | | Herve Bouillonnec | 12/31/2025 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | 4,000 | $84.64 | $84.64 |
Plan based Awards
| | | Grants of Plan-based Awards | | | | | | | | | | | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Option | Closing | | | | Threshold ($) | 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 | 12/31/2025 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | 4,000 | $84.64 | $84.83 | | 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 | | Herve Bouillonnec | 12/31/2025 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | 4,000 | $84.64 | $84.83 |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information relating to outstanding equity awards of our Company held by the executive officers listed in the Summary Compensation Table as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | | Jean Madar | -0- | -0- | -0- | -0- | NA | | Michel Atwood | 3,000 | 2,000 | -0- | 97.84 | 12/30/28 | | | 1,600 | 2,400 | -0- | 147.71 | 12/28/29 | | | 800 | 3,200 | -0- | 130.60 | 12/30/30 | | | -0- | 4,000 | -0- | 84.64 | 12/30/31 | | Philippe Benacin | -0- | -0- | -0- | -0- | NA | | Philippe Santi | -0- | -0- | -0- | -0- | NA | | Herve Bouillonnec | 3,000 | 2,000 | -0- | 97.84 | 12/30/28 | | | 1,600 | 2,400 | -0- | 147.71 | 12/28/29 | | | 800 | 3,200 | -0- | 130.60 | 12/30/30 | | | -0- | 4,000 | -0- | 86.84 | 12/30/31 |
Outstanding Equity Awards at Fiscal Year-End
[Footnotes from table above]
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
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 ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#)(1) | Market Value of Shares or Units of Stock that Have Not Vested ($)(2) | 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($) | | Jean Madar | -0- | 0 | -0- | NA | NA | 4,000 | 118,534 | -0- | -0- | | Michel Atwood | -0- | 0 | -0- | NA | NA | -0- | -0- | -0- | -0- | | Philippe Benacin | -0- | 0 | -0- | NA | NA | 4,000 | 118,534 | -0- | -0- | | Philippe Santi | -0- | 0 | -0- | NA | NA | 4,000 | 118,534 | -0- | -0- | | Herve Bouillonnec | -0- | 0 | -0- | NA | NA | -0- | -0- | -0- | -0- |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END OF INTERPARFUMS SA
| 1 | Estimated number of shares are to be issued only to the extent that the performance conditions have been met. | | 2 | As of December 31, 2025, the closing price of Interparfums SA as reported by the Euronext was 25.22 euros, and the exchange rate was 1.175 U.S. dollars to 1 euro. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table sets forth certain information relating to each option exercise affected during the past fiscal year, and each vesting of stock, including restricted stock, restricted stock units and similar instruments of our company during the past fiscal year, for the executive officers of our company listed in the Summary Compensation Table.
Option Exercises and Stock Vested
| OPTION EXERCISES AND STOCK VESTED | | | | | | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)1 | Number of Shares Acquired on Vesting (#) | Value Realized On Vesting ($) | | Jean Madar | 25,000 | 253,950 | -0- | -0- | | Michel Atwood | -0- | -0- | -0- | -0- | | Philippe Benacin | 25,000 | 252,282 | -0- | -0- | | Philippe Santi | 2,000 | 131,888 | -0- | -0- | | Herve Bouillonnec | 4,500 | 195,132 | -0- | -0- |
Option Exercises and Stock Vested
[Footnote from table above]
Option Exercises and Stock Vested
| 1 | Total value realized on exercise of options in dollars is based upon the difference between the fair market value of the common stock on the date of exercise, and the exercise price of the option. |
Option Exercises and Stock Vested
Regarding Interparfums SA, our majority-owned French subsidiary which has its shares traded on the Euronext, no options were exercised during the past fiscal year, and there was no vesting of stock, including restricted stock, restricted stock units and similar instruments during the past fiscal year, for the executive officers of our Company listed in the Summary Compensation Table.
Pension Benefits
Pension Benefits The following table sets forth certain information relating to payment of benefits in connection with retirement plans during the past fiscal year, for the executive officers of our Company listed in the Summary Compensation Table.
PENSION BENEFITS
PENSION BENEFITS
PENSION BENEFITS
| Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit* ($) | Payments During Last Fiscal Year ($) | | Jean Madar | NA | NA | -0- | -0- | | Michel Atwood | NA | NA | -0- | -0- | | Philippe Benacin | Interparfums SA Pension Plan | NA | 434,323 | 20,225 | | Philippe Santi | Interparfums SA Pension Plan | NA | 433,622 | 19,681 | | Herve Bouillonnec | NA | NA | -0- | -0- |
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
| - | employer social security contribution rates of 42.5% for executives and 46.8% for non-executives; |
PENSION BENEFITS
| - | a 4% average annual salary increase; |
PENSION BENEFITS
| - | a turnover rate based on employee age and prospective mortality tables; |
PENSION BENEFITS
| - | a discount rate of 3.96%. |
PENSION BENEFITS
The normal retirement age is 65 years, but employees, including Messrs. Benacin and Santi can collect reduced benefits if they retire at age 62.
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 2025, our last completed fiscal year:
CEO Pay Ratio
| ● | Our median employee’s compensation was $80,971 |
CEO Pay Ratio
| ● | Our Chief Executive Officer’s total 2025 compensation was $2,253,950 |
CEO Pay Ratio
| ● | Accordingly, our 2025 CEO to Median Employee Pay Ratio was 27.84 to 1 |
CEO Pay Ratio
This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records. We identified our median employee using our total employee population as of December 31, 2025 by applying a consistently applied compensation measure across our global employee population. For our consistently applied compensation measure, we used all compensation, including actual base salary, bonuses, commissions, and any overtime paid during the 12-month period ending December 31, 2025. We did not use any material estimates, assumptions, adjustments or statistical sampling to determine the worldwide median employee. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
Compensation of Directors
Compensation of Directors The following table sets forth certain information relating to the compensation for each of our directors who is not an executive officer of our Company named in the Summary Compensation Table for the past fiscal year.
Compensation of Directors
| | | | DIRECTOR COMPENSATION | | | | | | Name | Fees Earned or Paid in Cash ($) | 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- | 30,770 | -0- | -0- | 110,019 | 166,789 | | Robert Bensoussan | 23,000 | -0- | 30,770 | -0- | -0- | 90,324 | 144,094 | | Veronique Gabai-Pinsky | 26,000 | -0- | 30,770 | -0- | -0- | 89,697 | 146,467 | | Gilbert Harrison | 9,000 | -0- | 30,770 | -0- | -0- | 90,324 | 130,094 | | Kappauf | 15,000 | -0- | 30,770 | -0- | -0- | -0- | 45,770 | | Patrick Bousquet-Chavanne | 3,000 | -0- | 30,770 | -0- | -0- | -0- | 33,770 |
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 ($) | Peer Group TSR ($) | | | 2025 | 2,097,316 | 2,125,044 | 1,186,734 | 1,052,057 | 156.51 | 111.40 | 208 | | 2024 | 2,000,000 | 1,896,779 | 1,505,205 | 1,409,911 | 235.65 | 105.41 | 203 | | 2023 | 2,000,000 | 2,775,201 | 964,922 | 1,502,589 | 251.87 | 117.76 | 188 | | 2022 | 1,369,077 | 945,026 | 890,907 | 696,314 | 165.76 | 108.18 | 151 | | 2021 | 1,230,000 | 3,199,857 | 904,237 | 2,316,873 | 179.01 | 125.72 | 110 |
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
| 2021 | 2022 | 2023 - 2024 | 2025 | | Russell Greenberg | Russell Greenberg | Michel Atwood | Michel Atwood | | Philippe Benacin | Michel Atwood | Philippe Benacin | Philippe Benacin | | Philippe Santi | Philippe Benacin | Philippe Santi | Philippe Santi | | Frédéric Garcia-Pelayo | Philippe Santi | Frédéric Garcia-Pelayo | Herve Bouillonnec | | | 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 ($) | Compensation Actually Paid to Jean Madar ($) | | 2025 | 2,097,316 | (97,316) | 125,044 | 2,125,044 |
Pay Versus Performance Disclosure
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Change in Pension Value for Non-PEO NEOs ($) | 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 ($) | | 2025 | 1,186,734 | (9,977) | (89,685) | (35,015) | 1,052,057 |
Pay Versus Performance Disclosure
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Pay Versus Performance Disclosure
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Jean Madar ($) | 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 ($) | | 2025 | 116,548 | — | — | 8,496 | — | 125,044 |
Pay Versus Performance Disclosure
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | 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 ($) | | 2025 | 99,301 | (101,771) | — | (32,545) | — | (35,015) |
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, 2020, 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, 2025. 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, 2020, 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 | 2023-2025 | | 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
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.