WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 30, 2021 (
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Item 1.01 Entry into a Material Definitive Agreement.
In March 2021, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of G-III Apparel Group, Ltd. (the “Company”) awarded time-based restricted stock units with three-year cliff-vesting (“Cliff-Vesting RSUs”), pursuant to the Company’s 2015 Long-Term Incentive Plan, as amended (the “2015 Plan”), to the named executive officers of the Company (the “Named Executive Officers”) in the amounts shown under the heading “Cliff-Vesting RSUs Awarded in March 2021” in the table below. The Compensation Committee awarded Cliff-Vesting RSUs because setting meaningful long-term performance conditions was, at the time of the awards, impracticable due to the severe disruptions to the Company’s business caused by the COVID-19 pandemic and the resulting inability to provide guidance concerning the Company’s financial results.
In June 2021, following stabilization of the Company’s business and its resumption of public reporting of guidance concerning its financial results, the Compensation Committee determined to restructure the Cliff-Vesting RSUs granted to the Named Executive Officers in March 2021 to be 50% performance-based. Each Named Executive Officer voluntarily agreed to accept this modification of the terms of his respective Cliff-Vesting RSUs awarded in March 2021.
On June 28, 2021, the Compensation Committee amended the terms of the March 2021 Cliff-Vesting RSU awards to the Named Executive Officers, so that each award consists of (a) performance share units (“PSUs”) in lieu of 50% of the previously awarded Cliff-Vesting RSUs, as shown under the heading “June 2021 Modification: Number of PSUs Awarded” in the table below and (b) the retention of 50% of the previously awarded Cliff-Vesting RSUs, as shown under the heading “June 2021 Modification: Number of Cliff-Vesting RSUs Retained.” The PSUs will enable the Named Executive Officers to receive shares of the Company’s common stock if and to the extent that the PSU awards vest based on the Company’s performance against two metrics: three-year cumulative adjusted earnings before interest and taxes (“Adjusted EBIT”) and three-year average return on invested capital (“ROIC”), each of which is described further below. The actual number of PSUs that may vest is subject to adjustment based on the performance level achieved relative to each metric, as described further below, and therefore may be equal to, greater than, or less than the amount specified under “June 2021 Modification: Number of PSUs Awarded” in the table below.
1.Modification of March 2021 Awards
Cliff-Vesting RSUs Awarded in March 2021
June 2021 Modification: Number of PSUs Awarded
June 2021 Modification: Number of Cliff-Vesting RSUs Retained
Morris Goldfarb, Chairman, Chief Executive Officer and Director
Sammy Aaron, Vice Chairman, President and Director
Wayne S. Miller, Chief Operating Officer
Jeffrey Goldfarb, Executive Vice President and Director
Neal S. Nackman, Chief Financial Officer
2.Adjusted EBIT Metric. Satisfaction of this metric will be based on the Company achieving a target aggregate cumulative Adjusted EBIT during the performance period of fiscal 2022 through fiscal 2024 (the “Performance Period”). In determining Adjusted EBIT for a fiscal year, certain pre-established adjustments to
financial results as reported under generally accepted accounting principles (GAAP) may apply in certain specified situations.
3.ROIC Metric. Satisfaction of this metric will be based on the Company achieving a target average three-year ROIC during the Performance Period, reduced by a hypothetical tax rate of 30%. In determining ROIC for a fiscal year, certain pre-established adjustments to financial results reported under generally accepted accounting principles (GAAP) may apply in certain specified situations.
4.Weighting of Metrics. Vesting of 75% of each Named Executive Officer’s PSU award is subject to achievement of the Adjusted EBIT metric target and the remaining 25% is subject to achievement of the ROIC metric target. 100% of each Named Executive Officer’s PSU award relative to each metric would vest if the target for that metric is achieved. For example, if the Adjusted EBIT metric target is satisfied (but the target is not exceeded and there is no shortfall relative to the target), 75% of the total PSUs awarded to the Named Executive Officer would vest.
5.Upward and Downward Adjustments for Exceeding or Falling Short of Metric Targets. The percentage of each Named Executive Officer’s PSU award that may vest with respect to each metric will (a) increase to a maximum of 150% of the PSUs awarded to the executive relative to that metric if the results achieved for that metric exceed the metric’s performance target by a specified amount and (b) decrease to a minimum of 50% of the PSUs awarded to the Named Executive Officer relative to that metric if results achieved for that metric fall below the metric’s performance target but still satisfy the minimum threshold performance level for the applicable metric. The number of PSUs awarded will increase or decrease ratably if actual results are above or below a metric’s target. None of the Named Executive Officers’ PSU awards will vest with respect to a metric if the results achieved are less than the minimum threshold performance level for that metric, and no more than 150% of the Named Executive Officer’s PSU award will vest with respect to a metric even if the results achieved exceed the maximum performance target for that metric.
6.Settlement Upon PSU Vesting. If a Named Executive Officer’s PSUs vest based on satisfaction of the metrics as described above, settlement of the applicable number of shares underlying the PSUs that have vested based upon the performance levels achieved, subject to any applicable tax withholding, will occur as soon as practicable after the vesting date, contingent on continued employment or other service to the Company through this date.
The number of shares of common stock to which the PSU awards relate will be appropriately adjusted in the event of stock splits, stock dividends and other extraordinary corporate events.
The foregoing descriptions of the terms of the PSU awards are qualified by reference to the full text of the form of Amended and Restated Restricted Stock Unit Agreement for these awards under the 2015 Plan, which is filed herewith as Exhibit 10.1.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)(1)On June 28, 2021, the Compensation Committee increased the base salary of Neal S. Nackman, the Company’s Chief Financial Officer and Treasurer, to $600,000 per year, effective July 1, 2021.
(2)See “Item 1.01 Entry into a Material Definitive Agreement” above with respect to amended Cliff-Vesting RSU awards and PSU awards to our Named Executive Officers, Morris Goldfarb, Sammy Aaron, Wayne S. Miller, Neal S. Nackman and Jeffrey Goldfarb.
Item 9.01 Financial Statements and Exhibits.
Cover Page Interactive Data File (embedded within the Inline XBRL document).
Cover Page Interactive Data File (embedded within the Inline XBRL document).
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
G-III APPAREL GROUP, LTD.
Date: June 30, 2021
/s/ Neal S. Nackman
Neal S. Nackman
Chief Financial Officer
G-III Apparel Group, Ltd.
2015 long-term INCENTIVE PLAN
AMENDED AND RESTATED
restricted stock unit agreement
AMENDED AND RESTATED AGREEMENT made as of the 28th day of June, 2021, amending and restating the Agreement, dated March 16, 2021 between G-III APPAREL GROUP, LTD. (the “Company”) and _____________ (the “Participant”) (the “Original Agreement”), pursuant to the G-III Apparel Group, Ltd. 2015 Long-Term Incentive Plan, as amended (the “Plan”). Capitalized terms that are used but not defined in this Agreement shall have the meanings given to them by the Plan.
WHEREAS, the Company and the Participant previously entered into the Original Agreement that granted Participant ________ Restricted Stock Units (“RSUs”) and they desire to enter into this Amended and Restated Agreement (the “Revised Agreement”) in order to revise the terms of the Original Agreement as further set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and the mutual promises and covenants contained herein, the parties hereto, intending to be legally bound, agree as follows:
(b) In accordance with the Plan, the Company hereby grants to the Participant ______ performance share units (“PSUs”). Each PSU represents the right to receive one share of the Company’s common stock (a “PSU Share”), subject to the terms and conditions of this Revised Agreement, the Plan and the Approval (as such term is hereinafter defined) including, without limitation, the potential upward or downward adjustment in the number of PSU Shares that may be issued to the Participant pursuant to this Revised Agreement. RSU Shares and PSU Shares are collectively referred to as the “Shares.”
(b) The Participant’s right to receive the PSU Shares covered by this Revised Agreement shall become vested in accordance with the Appendix attached hereto, subject to (i) confirmation by the Compensation Committee (the “Committee”) of the Board of Directors of the Company of the attainment of the 3-Year Cumulative Adjusted EBIT (“Adjusted EBIT”) and/or Return on Invested Capital (“ROIC”) performance conditions and the performance levels achieved, and to the other provisions set forth in Exhibit A to the minutes of the meeting of the Committee approving (the “Approval”) the PSU grant subject to this Agreement and (ii) the Participant’s continuous employment or other service with the Company through the vesting date. The terms of this grant including the EBIT and ROIC performance conditions; upward (up to a maximum award of 150% of the number of PSU Shares) or downward (down to the minimum award of 50% of the number of PSU shares) adjustments to the number of PSU Shares earned, or absence of vesting of any PSU shares if the minimum thresholds with respect to the performance conditions are not attained, based on actual performance compared to the performance conditions; the percentage of PSU Shares earned based on satisfaction of the Adjusted EBIT or ROIC performance condition; accounting adjustments provided for in determining Adjusted EBIT and ROIC; and other matters related to the PSUs are all as set forth in the Approval. All determinations with respect to the satisfaction of the Adjusted EBIT or ROIC
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performance condition and the other matters set forth in the Approval shall be made by the Committee and shall be in accordance with the terms set forth in the Approval.
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G-III APPAREL GROUP, LTD
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Appendix: Vesting Schedule
Restricted Stock Units
April 1, 2024
Performance Share Units
April 1, 2024To be certified by the Compensation Committee
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