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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

Filed by the Registrant                              Filed by a Party other than the Registrant  

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to § 240.14a-12

G-III APPAREL GROUP, LTD.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


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2022

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT


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G-III APPAREL GROUP, LTD.

512 SEVENTH AVENUE

NEW YORK, NEW YORK 10018

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of G-III Apparel Group, Ltd. will be held on Thursday, June 9, 2022 at 10:00 a.m., New York time, at the offices of Norton Rose Fulbright US LLP, 1301 Avenue of the Americas, 30th Floor, New York, New York 10019.

Only stockholders of record at the close of business on April 18, 2022, the record date for the Annual Meeting, are entitled to notice of and to vote at the Annual Meeting and any adjournments thereof. Stockholders who own shares of our common stock beneficially through a bank, broker or other nominee will also be entitled to attend the Annual Meeting. Due to concerns regarding COVID-19 and to assist in protecting the health and well-being of our stockholders and colleagues, all attendees at this year’s Annual Meeting of Stockholders will be required to comply with our COVID-19 protocols as described in the accompanying Proxy Statement.

The formal Notice of Meeting and the accompanying Proxy Statement set forth proposals for your consideration this year. You are being asked:

1

To elect twelve directors to serve on our Board of Directors for the ensuing year,

2

For an advisory and non-binding vote on the compensation of our named executive officers,

3

To approve the amendment to our 2015 Long-Term Incentive Plan, as amended, to increase the number of shares of common stock authorized for grant and issuance under the Plan by 1,200,000 shares.

4

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2023.

At the meeting, we will also report on the affairs of G-III, and a discussion period will be provided for questions and comments of general interest to stockholders.

We look forward to greeting personally those of you who are able to be present at the meeting. However, whether or not you are able to attend the Annual Meeting, it is important that your shares be represented. Accordingly, you are requested to sign, date and mail, at your earliest convenience, the enclosed proxy in the envelope provided for your use, or vote your shares by calling the telephone number or visiting the website specified on your proxy card or voting instruction form.

Thank you for your cooperation.

Very truly yours,

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Morris Goldfarb

Chief Executive Officer

May 6, 2022


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G-III APPAREL GROUP, LTD.

512 SEVENTH AVENUE

NEW YORK, NEW YORK 10018

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of G-III Apparel Group, Ltd. will be held on:

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Thursday,
June 9, 2022

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10:00 a.m., New York time

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The offices of Norton Rose Fulbright US LLP

1301 Avenue of the Americas 30th Floor

New York, New York 10019

For the following purposes:

1

To elect twelve directors to serve on our Board of Directors for the ensuing year,

2

To hold an advisory and non-binding vote on the compensation of our named executive officers,

3

To approve the amendment to our 2015 Long-Term Incentive Plan, as amended, to increase the number of shares of common stock authorized for grant and issuance under the Plan by 1,200,000 shares.

4

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2023 and

5

To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

Graphic  Only stockholders of record at the close of business on April 18, 2022 will be entitled to notice of and to vote at the Annual Meeting or any adjournment thereof.

All stockholders are cordially invited to attend the Annual Meeting in person. Due to concerns regarding COVID-19 and to assist in protecting the health and well-being of our stockholders and colleagues, all attendees at this year’s Annual Meeting of Stockholders will be required to comply with our COVID-19 protocols as described in the accompanying Proxy Statement. Whether or not you plan to attend the Annual Meeting in person, each stockholder is urged to complete, date and sign the enclosed form of proxy and return it promptly in the envelope provided, or vote your shares by calling the telephone number or visiting the website specified on your proxy card or voting instruction form. No postage is required if the proxy is mailed in the United States. If you vote by telephone or internet, you do not need to mail back your proxy. Stockholders who attend the Annual Meeting may revoke their proxies and vote their shares in person.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on June 9, 2022

The Proxy Statement and our 2021 Annual Report to Stockholders are available in the “Investors” section of our website at http://www.giii.com.

By Order of the Board of Directors

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Michael C. Brady

Secretary

New York, NY

May 6, 2022


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TABLE OF CONTENTS

1

PROXY STATEMENT

   

24

Leadership Structure of the Board

1

General Information

25

Additional Corporate Governance Policies

4

PROXY SUMMARY

27

CORPORATE SOCIAL RESPONSIBILITY

4

Annual Meeting of Stockholders

28

COMPENSATION DISCUSSION AND ANALYSIS

4

Business Information—About G-III

28

CD&A Table of Contents

5

Our Business Performance in Fiscal 2022

29

Executive Summary

5

Strategic Initiatives

34

Elements of Our Compensation Program—What We Pay and Why

7

Leadership Priorities in Fiscal 2022

40

Other Compensation and Governance Programs, Policies and Considerations

9

Our Director Nominees

41

How We Make Compensation Decisions

11

Governance Highlights

42

COMPENSATION COMMITTEE REPORT

11

Stockholder Outreach

43

EXECUTIVE COMPENSATION TABLES

11

Corporate Social Responsibility

53

CEO PAY RATIO

12

Human Capital

54

DIRECTOR COMPENSATION

14

Executive Compensation Highlights

56

PROPOSAL NO. 1 ELECTION OF DIRECTORS

14

Approval of Amendment to Our 2015 Long-Term Incentive Plan

63

PROPOSAL NO. 2 ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

16

BENEFICIAL OWNERSHIP OF COMMON STOCK BY CERTAIN STOCKHOLDERS AND MANAGEMENT

64

PROPOSAL NO. 3 APPROVAL OF AN AMENDMENT TO OUR 2015 LONG-TERM INCENTIVE PLAN

19

CORPORATE GOVERNANCE

72

AUDIT COMMITTEE REPORT

19

Board of Directors

73

PRINCIPAL ACCOUNTING FEES AND SERVICES

19

Audit Committee

74

PROPOSAL NO. 4 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

20

Compensation Committee

75

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

21

Nominating and Corporate Governance Committee

76

STOCKHOLDER PROPOSALS

23

Stockholder Communications

77

OTHER BUSINESS

24

Risk Oversight

How to Vote in Advance

Your vote is important. Please vote as soon as possible by one of the methods shown below. Be sure to have your proxy card or voting instruction form in hand and follow the below instructions:

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By telephone – You can vote your shares by calling the number on your proxy card or voting instruction form

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By Internet – You can vote your shares online at the website shown on your proxy card or voting instruction form

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By mail – Complete, sign, date and return your proxy card or voting instruction form in the postage-paid envelope provided

2022 PROXY STATEMENT / i


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G-III APPAREL GROUP, LTD.

512 SEVENTH AVENUE

NEW YORK, NEW YORK 10018

PROXY STATEMENT

General Information

This Proxy Statement (first mailed to stockholders on or about May 6, 2022) is furnished to the holders of common stock, par value $0.01 per share (“Common Stock”), of G-III Apparel Group, Ltd. (“G-III”) in connection with the solicitation by our Board of Directors of proxies for use at the Annual Meeting of Stockholders (the “Annual Meeting”), or at any adjournment thereof, pursuant to the accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting will be held on:

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Thursday,
June 9, 2022

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10:00 a.m., New York time

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The offices of Norton Rose Fulbright US LLP

1301 Avenue of the Americas 30th Floor

New York, New York 10019

Due to concerns regarding COVID-19 and to assist in protecting the health and well-being of our stockholders and colleagues, all attendees at this year’s Annual Meeting of Stockholders will be required to comply with our COVID-19 protocols as described in the accompanying Proxy Statement.

Stockholders who attend the Annual Meeting will be required to complete a COVID-19 form and provide their vaccination status. Stockholders who are not vaccinated, and have not tested negative within 48 hours prior to the Annual Meeting, will be tested for COVID prior to being admitted to the Annual Meeting.  If the test is negative, or if the stockholder tested negative within the previous 48 hours, an unvaccinated stockholder will be admitted to the Annual Meeting but will be required to wear a mask. If the test is positive, the stockholder will not be admitted to the Annual Meeting.

It is proposed that, at the Annual Meeting, we:

1

Elect twelve directors to serve on our Board of Directors for the ensuing year,

2

Hold an advisory and non-binding vote on the compensation of our named executive officers (“Named Executive Officers” or “NEOs”) and

3

Approve the amendment to our 2015 Long-Term Incentive Plan, as amended (the “2015 Plan”), to increase the number of shares of common stock authorized for grant and issuance under the Plan by 1,200,000 shares.

4

Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2023.

Management currently is not aware of any other matters that will come before the Annual Meeting. If any other matters properly come before the Annual Meeting, the persons designated as proxies intend to vote in accordance with their best judgment on such matters. Proxies for use at the Annual Meeting are being solicited by our Board of Directors. Proxies will be solicited chiefly by mail; however, certain of our officers, directors, employees and agents, none of whom (except our proxy solicitor D.F. King) will receive additional compensation therefor, may solicit proxies by telephone or other personal contact. In addition to solicitations by mail, we have retained D.F. King to aid in the solicitation of proxies for the Annual Meeting at an estimated fee of $12,000. We will bear the cost of the solicitation of the proxies, including postage, printing

2022 PROXY STATEMENT / 1


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Proxy Statement

and handling, and will reimburse the reasonable expenses of brokerage firms and others for forwarding material to beneficial owners of shares of Common Stock.

REVOCABILITY AND VOTING OF PROXY

A form of proxy for use at the Annual Meeting and a return envelope for the proxy are enclosed, or you may vote your shares by calling the telephone number or visiting the website specified on your proxy card or voting instruction form. If you vote by telephone or internet, you do not need to mail back your proxy. Stockholders may revoke the authority granted by their execution of a proxy at any time prior to the effective exercise of the powers conferred by that proxy, by filing with the Secretary of G-III a written notice of revocation or a duly executed proxy bearing a later date, or by voting in person at the Annual Meeting. Beneficial owners of our Common Stock should contact their bank, brokerage firm or other custodian, nominee, or fiduciary if they wish to revoke their proxy.

Shares of Common Stock represented by executed and unrevoked proxies will be voted in accordance with the instructions specified in such proxies. If no instructions are given, the proxies intend to vote the shares represented thereby:

(i)“FOR” the election of each of the twelve nominees for director as shown on the form of proxy,
(ii)“FOR” approval of the compensation of our Named Executive Officers,
(iii)“FOR” approval of the amendment to our 2015 Plan to increase the number of shares of common stock authorized for grant and issuance under the Plan by 1,200,000 shares,
(iv)“FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2023 and
(v)in accordance with their best judgment on any other matters which may properly come before the meeting.

RECORD DATE AND VOTING RIGHTS

On April 18, 2022, there were 48,186,924 shares of Common Stock outstanding (excluding shares held in treasury). Each of these shares is entitled to one vote upon each of the matters to be presented at the Annual Meeting. Only stockholders of record at the close of business on April 18, 2022 are entitled to notice of and to vote at the Annual Meeting or any adjournment thereof.

The quorum requirement for holding the Annual Meeting and transacting business is a majority of the outstanding shares entitled to be voted at the Annual Meeting. The shares may be present in person or represented by proxy at the Annual Meeting. Abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum.

A “broker non-vote” occurs when shares held by a broker, bank, or other nominee in “street name” for a beneficial owner are not voted with respect to a particular proposal because the broker, bank, or other nominee (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary voting power to vote those shares with respect to that particular proposal. Under current New York Stock Exchange rules, brokers have discretionary voting power with respect to the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2023, but will not be authorized to vote with respect to the (a) election of our twelve nominees for director, (b) advisory vote on the compensation of our Named Executive Officers or (c) the approval of the amendment to the 2015 Plan, unless you provide voting instructions to your broker.

The affirmative vote of the holders of a plurality of the shares of Common Stock present in person or represented by proxy and entitled to vote at the Annual Meeting is required for the election of directors. The twelve nominees receiving the highest number of affirmative votes of the shares present in person or represented by proxy and entitled to vote for them shall be elected as directors; provided, however, that pursuant to our Director Selection and Qualification Standards and Resignation Policy, any nominee for director in this uncontested election who receives a greater number of votes “withheld” from his or her election than votes “for” his or her election must tender a written resignation to the Board. The Nominating and Corporate Governance Committee and the Board of Directors will consider the resignation and determine whether or not to accept the resignation.

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Proxy Statement

Graphic See “Corporate Governance—Additional Corporate Governance Policies—Director Selection and Qualification Standards and Resignation Policy” for a more complete description of the application of this Policy.

The affirmative vote of the holders of a majority of the shares of Common Stock present in person or represented by proxy and entitled to vote at the Annual Meeting is required to decide the other matters to be voted on at the Annual Meeting.

You may vote “FOR” or “VOTE WITHHELD” with respect to each or all of the director nominees. If you elect not to vote on the election of directors, this will not have any effect on the election of directors. In tabulating the voting results for the election of directors, only “FOR” and “VOTE WITHHELD” votes are counted.

You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to the (a) proposal to approve, on an advisory basis, the compensation of our Named Executive Officers, (b) proposal to approve the amendment to our 2015 Plan to increase the number of shares of Common Stock authorized for grant and issuance under the Plan by 1,200,000 shares and (c) proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm. If you elect to abstain from voting on any of these proposals, the abstention will have the same effect as an “AGAINST” vote with respect to such proposal.

If you sign and return your accompanying proxy card without giving specific voting instructions, your shares will be voted as recommended by our Board and in accordance with the discretion of the persons named on the accompanying proxy card with respect to any other matters to be voted upon at the Annual Meeting. If you are a beneficial holder and do not return a voting instruction form, your broker may not vote on any of the matters to be presented at the Annual Meeting.

2022 PROXY STATEMENT / 3


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PROXY SUMMARY

This summary highlights information on the proposals that require your vote at the Annual Meeting, as well as information on our business, our Board of Directors and our corporate governance structure. This summary does not contain all of the information that you should consider before voting and we ask that you read the entire Proxy Statement carefully. As used in the Proxy Statement, “G-III,” “our company” and “we” refer to G-III Apparel Group, Ltd. and its subsidiaries.

Annual Meeting of Stockholders

Proposals That Require Your Vote

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Date and Time

June 9, 2022,
10:00 a.m. New York time

Proposal

Board Vote
Recommendation

More Information

1

Annual election of 12 directors

GraphicFOR each
Nominee

Page 56

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Place

The offices of Norton Rose Fulbright US LLP

1301 Avenue of the Americas 30th Floor

New York, New York 10019

2

Advisory vote on the compensation of our Named Executive Officers

GraphicFOR

Page 63

3

Approval of an amendment to our 2015 Long-Term Incentive Plan

GraphicFOR

Page 64

4

Ratification of appointment of independent registered public accounting firm

GraphicFOR

Page 74

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Availability of Proxy Materials

The Proxy Statement and our 2021 Annual Report to Stockholders are available in the “Investors” section of our website at http://www.giii.com.

Business Information—About G-III

G-III designs, sources and markets an extensive range of apparel, including outerwear, dresses, sportswear, swimwear, women’s suits and women’s performance wear, as well as women’s handbags, footwear, small leather goods, cold weather accessories and luggage.

Under the leadership of Morris Goldfarb and a seasoned executive team with a long track record of success, we have evolved from a small leather apparel manufacturer to the diversified apparel company we are today. G-III has a substantial portfolio of more than 30 licensed and proprietary brands, anchored by five global power brands: DKNY, Donna Karan, Calvin Klein, Tommy Hilfiger and Karl Lagerfeld Paris.

We are not only licensees, but also brand owners, and we distribute our products through multiple channels. These brands are complementary, and we expect continued growth from our largest brand, Calvin Klein, as well as more significant growth from our other brands including DKNY, Donna Karan, Tommy Hilfiger and Karl Lagerfeld Paris.

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Proxy Summary

Our Business Performance in Fiscal 2022

We delivered the highest annual earnings in our history, emerging from the pandemic as a stronger, leaner and more profitable business.

Net Sales

$2.8B

Increased from $2.1B last year; compares to $3.2B two years ago pre-pandemic

Net Income

$200M

Increased from $24M last year; compares to $144M two years ago pre-pandemic

Pre-Tax Income

$271M

Increased from $36M last year; compares to $182M two years ago pre-pandemic

Diluted EPS

$4.05

Increased from $0.48 last year; compares to $2.94 two years ago pre-pandemic

Capitalized on the shift in consumer demand for casual, comfortable, and functional clothing and accessories, meeting retailer and consumer demand with on target product and appropriate inventory
Strong e-commerce capabilities with retail revenue on our partner and owned sites of more than $1B
Continued investment in attempt to capture growing digital sales
Robust growth in global power brands: DKNY, Donna Karan, Calvin Klein, Tommy Hilfiger and Karl Lagerfeld Paris
Acquired Sonia Rykiel, adding to our portfolio of owned luxury brands
Poised for international growth of our owned brands across Asia, Europe, and the Middle East
Restructured retail business, including closing of Wilsons and G.H. Bass stores; significantly reduced losses from that segment of our business
New retail focus consists of DKNY and Karl Lagerfeld Paris stores
Continued the proactive measures adopted in fiscal 2021 to ensure the health and safety of our employees and our customers and actively support our communities
Maintained a strong financial position with ~$1.0 billion of liquidity in cash and availability at year-end
Repurchased $17.3 million of stock last year and authorized an increase to 10 million shares under our share repurchase program

Strategic Initiatives

We are focused on the following strategic initiatives, which we believe are critical to our long-term success:

Owning Brands. We own a portfolio of proprietary brands, including DKNY, Donna Karan, Vilebrequin, Eliza J, Jessica Howard, G.H. Bass, Andrew Marc and Sonia Rykiel. Owning our own brands is advantageous to us for several reasons:

We can realize significantly higher operating margins because we are not required to pay licensing fees on sales by us of our proprietary products and can also generate licensing revenues (which have no related cost of goods sold) for classes of products not manufactured by us.

There are no channel restrictions, permitting us to market our products internationally, and to utilize a variety of different distribution channels, including online and off-price channels.

We are able to license our proprietary brands in new categories and geographies to carefully selected licensees.

We are able to build equity in these brands to benefit the long-term interests of our stockholders.

Develop and Expand Our DKNY and Donna Karan Businesses. We believe that DKNY and Donna Karan are two of the most iconic and recognizable power brands and that we are well positioned to unlock their potential and expand the reach of these brands. We are leveraging our demonstrated ability to drive organic growth and develop

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Proxy Summary

talent within G-III to maximize the potential of the DKNY and Donna Karan brands. Our strategy is for DKNY and Donna Karan to be more accessible brands, both designed and priced to reach a wider range of customers. We have positioned Donna Karan as an aspirational luxury brand that is priced above DKNY and targeted to fine department stores globally. We launched our DKNY Jeans denim collection during Fiscal 2021. We believe there is untapped global licensing and distribution potential for these brands and aim to grow royalty streams in the DKNY and Donna Karan businesses through expansion of additional categories with existing licensees, as well as new categories with new licensees. We are committed to making DKNY a fashion and lifestyle brand of choice.
Focusing on Our Five Global Power Brands. While we sell products under more than 30 licensed and proprietary brands, five global power brands anchor our business: DKNY, Donna Karan, Calvin Klein, Tommy Hilfiger and Karl Lagerfeld Paris. Each of these brands has substantial name recognition and is well-known in the marketplace. We believe each brand also provides us with significant growth opportunities. We have leveraged the strength of our power brands to become a supplier of choice in a diversified range of product categories.
Expanding Our International Business. We continue to expand our international business and enter into new markets worldwide. We believe that the international sales and profit opportunity is quite significant for our DKNY and Donna Karan businesses. We are expanding our DKNY business globally. The key markets in which our DKNY merchandise is currently distributed include Europe, China, the Middle East, Southeast Asia and Korea. Continued growth, brand development and marketing in these key markets is critical to driving global brand recognition. In addition, during fiscal 2022, we purchased European luxury fashion brand Sonia Rykiel. Sonia Rykiel, who created this iconic brand, was one of the leading figures of Parisian fashion. We believe this purchase further enables us to expand into the international luxury space and that there is untapped potential for this brand.
Increasing Digital Channel Business Opportunities. We are continuing to make changes to our business to address the additional challenges and opportunities created by the evolving role of the digital marketplace in the retail sector and expect to increase the sale of our products in an omni-channel environment. We are investing in digital personnel, marketing, logistics, planning, distribution and other strategic opportunities to expand our digital footprint. Consumers are increasingly engaging with brands through digital channels, and we believe that this trend will continue to grow in the coming years. The five global power brands that serve as the anchor of our business position us to be the direct beneficiaries of this trend, whether by continuing to leverage our partnerships with the digital channel businesses operated by our licensors and major retailers to facilitate customer engagement or by building out our own digital capabilities.
Opportunity for Long-term Profitability in Our Retail Operations. Our retail operations segment consists of our DKNY and Karl Lagerfeld Paris stores, as well as the digital channels for DKNY, Donna Karan, Karl Lagerfeld Paris, G.H. Bass, Andrew Marc and Wilsons Leather. We continue to make changes to our DKNY and Karl Lagerfeld Paris retail operations which have enabled us to greatly reduce our losses in our retail operations segment and are expected to ultimately position this segment to become profitable.

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Proxy Summary

Leadership Priorities in Fiscal 2022

USING OUR COMPETITIVE ADVANTAGES TO DRIVE BUSINESS PERFORMANCE

Our competitive strengths underpinned our ability to adapt to changing conditions, adjust our product offerings in response to consumer trends towards more casual attire and drive our strategic initiatives described above.

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DONNA KARAN AND DKNY

The ongoing development of the Donna Karan International businesses serves as one of the pillars of our strategic efforts. We believe that DKNY and Donna Karan are two of the most iconic and recognizable power brands. We believe there are opportunities to expand existing categories, launch new initiatives and develop an even stronger licensing and distribution base for these brands. We believe that both the DKNY and Donna Karan brands have the potential for significant growth. In addition, we expect increased revenues from licensing and from sales growth across many product categories offered by these businesses. We re-launched Donna Karan as an aspirational luxury brand that is priced above DKNY and targeted to fine department stores globally. We launched our first DKNY Jeans collection in fiscal 2021 and our DKNY swimwear collection in fiscal 2022. We believe there are significant opportunities to enhance the digital business of DKNY and Donna Karan, prudently expand the retail store base for DKNY and capitalize on our industry relationships to ensure premium placement for DKNY and Donna Karan product categories in department and other retail stores nationwide.

CALVIN KLEIN

Our most significant licensed brand is Calvin Klein for which we have multiple license agreements for wholesale sales in the United States and Canada. We have also entered into distribution agreements for luggage in a number of foreign countries.

TOMMY HILFIGER

We also have a significant relationship with Tommy Hilfiger, with whom we have a multi-category womenswear license in the United States and Canada. This license for women’s sportswear, dresses, suit separates, performance and denim is in

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Proxy Summary

addition to our Tommy Hilfiger men’s and women’s outerwear license and Tommy Hilfiger luggage license, both also in the United States and Canada.

Karl LagERFELD PARIS

We own a 49% interest in a joint venture that owns the trademarks for the Karl Lagerfeld brand in North America. As part of that relationship, we have a long-term license agreement with the joint venture for the Karl Lagerfeld Paris brand in North America, pursuant to which we produce and distribute women’s apparel, women’s footwear, women’s handbags, men’s apparel, men’s footwear, cold weather accessories and luggage for Karl Lagerfeld Paris brand until 2026, with a right to renew until 2031 subject to certain performance conditions.

OUR ABILITY TO PARTNER

We believe that retailers today are seeking resources with the size and power to partner effectively on all aspects of the supply chain, from design, sourcing and quality control to logistics and warehousing. We believe that G-III is a partner of choice in these endeavors, and that we are able to capitalize on our competitive strengths to expand our position as an all-season diversified apparel company.

OUR PEOPLE

Our success in fiscal 2022 is due to the strong work ethic, flexibility and agility demonstrated by our high performing team in spite of the many challenges we faced.  Our highly skilled and experienced management team is essential to our future success. They have consistently executed through challenging environments and delivered great results to our stockholders. Our teams across the globe have performed with unwavering dedication and tremendous innovation to position G-III to successfully meet the challenges we are facing through this unprecedented time in our history.

Through our aggressive recruiting, we have been able to bring in best-in-class talent. We had several key hires at the company, including a new head of digital, who is building a new team to accelerate the development of our digital function. Further, we hired a new HR executive who will be working on new employee engagement initiatives in the coming year and will focus on enhancing our development programs.

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Proxy Summary

Our Director Nominees

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The Board of Directors recommends that stockholders vote FOR Proposal No. 1 to elect twelve directors to serve on our Board of Directors for the ensuing year. Jeanette Nostra and Willem van Bokhorst, current directors, have each decided not to stand for reelection at the Annual Meeting. Patti H. Ongman and Lisa Warner Wardell, who were added to the Board in March 2022, are director nominees at an Annual Meeting for the first time. Assuming election as a director at the Annual Meeting, it is expected that Ms. Ongman will be appointed to the Compensation Committee and Ms. Wardell will be appointed to the Audit Committee.

Our director nominees are listed below.

Name and

Primary Occupation

Age

Director
since

Independent

Committee and Board Roles

Audit

Compensation

Nominating &
Corporate
Governance

Morris Goldfarb Graphic

Chairman & CEO, G-III

71

1974

Sammy Aaron

Vice Chairman and President, G-III

62

2005

Thomas J. Brosig

Former President, Nikki Beach Worldwide and former President and CEO, Penrod’s Restaurant Group

72

1992

Graphic

Graphic

Graphic

Alan Feller

Retired CFO, G-III

80

1996

Graphic

GraphicGraphic

Jeffrey Goldfarb

Executive Vice President, G-III

45

2009

Victor Herrero

Chief Executive Officer and Chairman, Clarks

53

2019

Graphic

Robert L. Johnson

Founder and Chairman of The RLJ Companies, LLC and former Founder and Chairman of Black Entertainment Television (BET)

75

2020

Graphic

Patti H. Ongman

Independent Retail Consultant and Former Chief Merchandising Officer - Macy’s

66

2022

Graphic

Laura Pomerantz

Vice Chairman and Head of Strategic Accounts, Cushman & Wakefield

74

2005

Graphic

Cheryl Vitali

Global President, L’Oréal’s American Luxury Brands

61

2011

Graphic

Lisa Warner Wardell

Executive Chairman of the Board of Directors, Adtalem Global Education

52

2022

Graphic

Graphic

Richard White Graphic

CEO, Aeolus Capital Group LLC

68

2003

Graphic

Graphic

Graphic

Meetings in Fiscal 2022

7

7

3


Graphic Committee Chair

Member

Graphic Financial Expert

Graphic Chairman of the Board

Graphic Lead Independent Director

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Proxy Summary

Board of Directors Nominees Snapshot

The information in this section reflects the composition of the Board of Directors after the Annual Meeting. We have made substantial progress with respect to Board independence (from 67% to 75%), tenure (from 17 to 15.5 years) and diversity (3 women to 4 women and 8% to 33 % ethnically diverse) over the past 3 years. We plan to continue to make improvement in future years.

Independence

Tenure

Age

Diversity

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0-10 Years: 4

40s: 1

11-20 Years: 5

50s: 2

9 Directors are Independent

21-30 Years: 2

60s: 4

Graphic

31+ Years: 1

70s: 4

80s: 1

Average: 15.5 years

Average: ~65 years

Skills and Experience

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Leadership

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Finance & Accounting

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International

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Retail

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Marketing

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Other Boards

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Technology

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Proxy Summary

Governance Highlights

G-III has established strong policies that follow best practices for corporate governance:

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Annual election of directors

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Robust stock ownership guidelines for executive officers and directors

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Experienced Lead Independent Director

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Anti-pledging and anti-hedging policies

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Regular executive sessions of independent directors

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Clawback policy for executive compensation in the event of financial restatements

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Board committees composed entirely of independent directors

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Established standards for director selection, independence and qualifications

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Extensive stockholder outreach led by our Lead Independent Director, CFO, Senior Vice President, Investor Relations and former COO to obtain direct stockholder feedback

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Director resignation policy if a nominee to the Board of Directors fails to receive majority support

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Enhanced disclosure of environmental, social and governance initiatives

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Annual Say-on-Pay vote

Stockholder Outreach

G-III and its Board of Directors greatly value the opinions of its stockholders and have spent considerable time soliciting their views on a variety of topics, including executive compensation, our progress on board diversity and refreshment and our Corporate Social Responsibility initiatives. A summary of our recent outreach efforts is provided below:

Calendar Year

Percentage of Stockholders Invited to Engage

Percentage of Stockholders Choosing to Participate in Engagement

Engagement with Major Proxy Advisory Firms

2022

93%

70%

Yes

2021

89%

62%

Yes

2020

91%

59%

Yes

2019

83%

65%

Yes

Our stockholder outreach has been led by our Lead Independent Director, who is also Chairman of our Compensation Committee. Our former Chief Operating Officer, our Chief Financial Officer, our Senior Vice President, Investor Relations and the Compensation Committee’s independent compensation consultant also participated in meetings with investors.

Graphic More information on our stockholder outreach is provided beginning on page 31.

Corporate Social Responsibility

We spent significant time implementing our key initiatives, developing programs and furthering our Corporate Social Responsibility (“CSR”) agenda.

Engage Our People - Our teams are continuing to build upon the successes of last year as we ensured that business was conducted despite the impact of the pandemic. As our teams re-entered the office, we were thoughtful, yet flexible, in our approach, adjusting days in the office based on the fluctuating levels of COVID-19 cases and the needs of our personnel.

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Proxy Summary

In our supply chain, we made progress on our social compliance programs, as we furthered our auditing of factories producing product for us throughout our global supply chain and rolled out the Social Labor Convergence Program (“SLCP”), after becoming members last year. This program allows companies to share verified audits across the industry, enabling factories to reduce redundancies and focus on making standardized improvements. This program enables G-III to better assist factories in dealing with their most pressing issues, while adding more protections and beneficial programs for workers. In working with our vendors, we tracked a 20% adoption rate which we intend to continue to grow.

We have continued to focus on the forced labor issues facing our industry and have reviewed our relationships in an attempt to protect against the use of forced labor in our supply chain. We formalized an internal cotton traceability program to further mitigate the risk of forced labor being used to produce product for us. This program includes enhancements to management systems, training, and tracking tools across our supply chain. To further bolster our programs against this risk, we engaged ORITAINTM, a third-party that uses forensic technology to trace materials back to their fiber origins. We routinely engage with counsel and industry organizations with respect to regulatory developments to ensure our practices and procedures are aligning with the continually developing regulatory landscape. Combined with ORITAINTM’s technology and our internal management systems, we are working to mitigate these global supply chain risks. Taken together, we believe we have developed a strong approach and intend to continue to refine our oversight of our supply chain.

Protect Our Environment - We continue to work towards reducing our environmental impact by enacting sustainable fashion practices. As we work to understand and establish baseline metrics to measure our progress, we are also setting long-term goals. One of our first goals is to adopt the use of 100% recycled materials for all synthetic fibers by 2030. Additionally, we are increasing utilization of sustainable fabrics, which include recycled and organic fibers that are manufactured with less water, chemicals and energy, thus reducing their environmental impact. We began internal training on sourcing to increase use of these more sustainable materials to meet these goals. Additionally, our supply chain expertise is expected to enable us to reach these milestones while minimizing the impact to our bottom line. Our increased engagement with industry groups and the necessary tools we are providing for our teams will assist us in continuing to adapt to help make a better change in the world.
Invest in Our Communities – For years, G-III has been committed to global corporate citizenship by giving back where we live and serve. Throughout the pandemic, our support has not waivered, and we continue to maximize opportunities to give to and engage with our partners. We are involved with various charitable organizations including Ronald McDonald House, Women In Need (“WIN”), UNCF, Delivering Good, Hetrick Martin Institute and City Harvest. Additionally, G-III gave one of the founding gifts for the new Social Justice Center at the Fashion Institute of Technology. Further, support for our charitable partners included much-needed funds and in-kind products. G-III is committed to continuing its mission to help others in the community through corporate and employee donations and volunteerism.

As we emerge from the global pandemic, our teams are returning to the office and reestablishing the cohesion of a shared workspace and our commitment to our core CSR principles: Engage Our People, Protect Our Environment and Invest in Our Community. They represent a commitment to the greater good and our role in the global community.

The Board of Directors has responsibility for our CSR efforts and is considering establishing a separate Board committee that would oversee our CSR efforts.

Human Capital

Our People

Our success in fiscal 2022 is due to the strong work ethic, flexibility and agility demonstrated by our high performing team in spite of the many challenges we faced.  The pandemic forced us to rethink the way we work with one another, and our team adapted to the new work environment. We continue to support them in achieving their professional goals.

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Proxy Summary

As of January 31, 2022, we employed approximately 2,900 persons on a full-time basis and approximately 700 on a part-time basis. Our need for seasonal associates was significantly reduced with the completion of the restructuring of our retail segment during the prior fiscal year. We employ both union and non-union personnel and believe that our relations with our employees are good. We have not experienced any interruption of our operations due to a labor disagreement with our employees.

We are an Equal Opportunity Employer with policies, procedures and practices that recognize the value and worth of each individual, covering matters such as safety, training, advancement, discrimination, harassment and retaliation. We provide training on important issues to our personnel. G-III ensures compliance with labor and employment law issues through a variety of processes and procedures, using both internal and external expertise and resources. We continue to work towards achieving a stronger, more engaging workplace and building a foundation for enhancing the employee experience by beginning to redefine our corporate branding to promote our passion for our product, pride in our partnerships, our accountability and our entrepreneurial spirit, which we began to roll out in fiscal 2022. As part of our corporate branding efforts, we launched an enhanced corporate website in March 2022.

We are committed to the health and safety of our employees and customers and have taken extra care to protect them throughout the pandemic with continued workplace policies and procedures. As our team re-entered the office, we were thoughtful, yet flexible, in our approach, adjusting days in the office based on the fluctuating levels of COVID-19 cases and the needs of our employees.

Diversity, Equity and Inclusion

We are a diverse workplace and know that, to succeed, we must become an even more diverse, equitable and inclusive organization. Currently, over 50% of our leadership team and 70% of our overall workforce self-identify as women, and 47% of our overall workforce identify as Black, Indigenous and People of Color (“BIPOC”). Of our twelve Board members who will comprise our Board after the Annual Meeting, there are four women and four people of diverse backgrounds, exceeding NASDAQ requirements for board diversity. We recognize that insights and ideas from a diverse range of backgrounds will better position us for the future and continue to work towards increasing Board diversity.

Our commitment to Diversity, Equity and Inclusion also extends outside of our business. We are a founding member of the groundbreaking Social Justice Center at the Fashion Institute of Technology, a premier fashion university, whose purpose is to help establish a program that is intended to increase opportunities and accelerate social equity for BIPOC persons entering our industry for years to come. Additionally, we continued our partnership with UNCF (“United Negro College Fund”) by fully funding ten scholarships worth $10,000 each. In fiscal 2023, we will begin our second year of funding this scholarship program. Both initiatives include opportunities for students to gain firsthand experience working at G-III.

Diversity, Equity and Inclusion are at the heart of G-III’s values. We strive to create a workplace with opportunities for all. We have made progress and intend to continue to do so in the coming years.

Talent Acquisition, Development and Retention

Having the right talent in the organization is one of the most critical aspects of our business. This year we grew our HR team to enhance opportunities focused on hiring, developing and retaining talent. We invested in new HR systems that have laid the foundation for a newly created talent development program and framework for compensation.

Through our aggressive recruiting, we have been able to bring in best-in-class talent. We had several key hires at the company, including a new head of digital, who is building a new team to accelerate the development of our digital function. Further, we hired a new HR executive who will be working on new employee engagement initiatives in the coming year and will focus on enhancing our development programs.

Compensation, Benefits, Safety and Wellness

We expanded our comprehensive health and retirement benefits to eligible employees this year, most notably, the inclusion of In Vitro Fertility medical treatment, which has already enriched the lives of some of our employees.

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Proxy Summary

Executive Compensation Highlights

More than 96% of our Chairman and CEO’s compensation and more than 90% of the average compensation of our other NEOs in fiscal 2022 consisted of at-risk annual and long-term incentive compensation.

Chairman and CEO Compensation Mix

Other NEOs Compensation Mix

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Based on the information in this “Proxy Summary,” as well as the more detailed information contained in the “Compensation Discussion and Analysis,” our Board and our Compensation Committee strongly believe that our stockholders should vote FOR Proposal No. 2—Advisory Vote on Compensation of our Named Executive Officers, commonly known as the “Say on Pay” proposal.

Graphic More information is provided in the “Compensation Discussion and Analysis” beginning on page 28 and the “Executive Compensation Tables” beginning on page 43.

Approval of Amendment to Our 2015 Long-Term Incentive Plan

We are proposing to amend our 2015 Long-Term Incentive Plan to increase the number of shares of Common Stock that may be issued under the 2015 Plan by 1,200,000 shares. We are seeking authorization for additional shares in order to be able to continue to attract, incentivize and retain executives, other key employees and directors by granting PSUs or other equity awards. We made our annual equity grants to executives and other personnel in March 2022 and our annual grants to non-employee directors will be effective after the Annual Meeting. In addition, we amended the employment agreements with Morris Goldfarb, our Chairman and CEO, and Sammy Aaron, our Vice Chairman and President, to cap the cash portion of their annual incentive and granted stock awards in lieu of the forfeited cash. As a result, we utilized more shares than normal this year under the 2015 Plan.

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Proxy Summary

As of the record date of April 18, 2022, we will have 1,038,677 shares available for grant under the 2015 Plan.

We also believe it is important to have sufficient shares in order for us to be able to grant stock awards in lieu of annual cash incentives in the future.

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Our Board and our Compensation Committee strongly believe that our stockholders should vote FOR Proposal No. 3Approval of Amendment to Our  2015 Long-Term Incentive Plan.

Graphic For more information with respect to this proposed amendment to the 2015 Plan, see Proposal No. 3 beginning on page 64.

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BENEFICIAL OWNERSHIP OF COMMON STOCK BY CERTAIN STOCKHOLDERS AND MANAGEMENT

The following table sets forth information as of April 18, 2022 (except as otherwise noted in the footnotes) regarding the beneficial ownership of our Common Stock of: (i) each director; (ii) each person known by us to own beneficially more than five percent of our outstanding Common Stock; (iii) each executive officer named in the Fiscal 2022 Summary Compensation Table; and (iv) all directors and executive officers as a group. Jeanette Nostra and Willem van Bokhorst, current directors of the Company, have decided not to stand for reelection at the Annual Meeting. Patti H. Ongman and Lisa Warner Wardell, who were added to the Board in March 2022, are director nominees at an Annual Meeting for the first time. Except as otherwise specified, the named beneficial owner has the sole voting and investment power over the shares listed. The percentage of ownership is based on 48,186,924 shares of Common Stock outstanding (excluding treasury shares) as of April 18, 2022 (except as otherwise noted in the footnotes). Unless otherwise indicated in the table below, each beneficial owner has an address in care of our principal executive offices at 512 Seventh Avenue, New York, New York 10018.

    

Amount and Nature of

    

 

Beneficial Ownership of

Percentage of

 

Name and Address of Beneficial Owner

Common Stock

Common Stock

 

Morris Goldfarb

 

4,092,461

(1)

7.8%

Sammy Aaron

 

170,368

(2)

*

Thomas J. Brosig

 

26,798

(3)

*

Alan Feller

 

18,906

(4)

*

Jeffrey Goldfarb

 

398,173

(5)

*

Victor Herrero

11,730

(6)

*

Robert L. Johnson

3,369

(7)

*

Jeanette Nostra

 

20,548

(8)

*

Patti H. Ongman

Laura Pomerantz

 

37,636

(9)

*

Willem van Bokhorst

 

64,428

(10)

*

Cheryl Vitali

 

39,202

(11)

*

Lisa Warner Wardell

Richard White

 

89,553

(12)

*

BlackRock, Inc.

 

55 East 52nd Street

New York, NY 10055

7,364,966

(13)

15.3%

The Vanguard Group

 

100 Vanguard Blvd.

Malvern, PA 19355

4,874,631

(14)

10.1%

FMR, LLC

 

245 Summer Street

Boston, MA 02210

3,696,891

(15)

7.7%

Dimensional Fund Advisors LP

 

Building One

6300 Bee Cave Road

Austin, Texas 78746

3,262,564

(16)

6.8%

Cramer Rosenthal McGlynn LLC

 

520 Madison Ave.

New York, NY 100122

2,696,034

(17)

5.6%

Neal S. Nackman

 

36,942

(18)

*

All directors and executive officers as a group (15 persons)

 

5,010,114

(19)

9.6%

*     Less than one percent

(1)Includes (i) 166,750 shares of Common Stock held by Goldfarb Family Partners, L.L.C., of which Mr. Goldfarb is the sole Manager; (ii) 76,175 shares of Common Stock owned by The Morris and Arlene Goldfarb Family Foundation, Inc., of which Mr. Goldfarb is the President and Treasurer; (iii) 2,998,219 shares of Common Stock owned jointly by Mr. Goldfarb and his wife, Arlene Goldfarb; (iv) 29,666 shares of Common Stock owned by Arlene Goldfarb; (v) 200,000 shares of Common Stock held by The Morris Goldfarb 2012 Delaware Trust (Mr. Goldfarb serves as a member of the Trust Committee of the Trust, which directs the Trustee’s decisions as to voting and disposition of the shares held in the Trust), (vi) 200,000 shares of Common Stock held by The Arlene Goldfarb 2012

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Beneficial Ownership of Common Stock by Certain Stockholders and Management

Delaware Trust (Arlene Goldfarb serves as a member of the Trust Committee of the Trust, which directs the Trustee’s decisions as to voting and disposition of the shares held in the Trust), (vii) 500,000 shares held by Morris Goldfarb 2018 GRAT JG (the reporting person serves as the trustee of the Trust, which directs the Trust’s decisions as to voting and disposition of the shares held in the Trust), (viii) 500,000 shares held by Morris Goldfarb 2018 GRAT LF (the reporting person serves as the trustee of the Trust, which directs the Trust’s decisions as to voting and disposition of the shares held in the Trust), (ix) 500,000 shares held by Morris Goldfarb 2021 GRAT JG (the reporting person serves as the trustee of the Trust, which directs the Trust’s decisions as to voting and disposition of the shares held in the Trust) and (x) 500,000 shares held by Morris Goldfarb 2021 GRAT LF (the reporting person serves as the trustee of the Trust, which directs the Trust’s decisions as to voting and disposition of the shares held in the Trust). The shares listed in the table include 26,520 shares pursuant to PSU awards for which performance conditions have been satisfied, which will vest within 60 days of April 18, 2022. In addition to the shares listed in the table, Mr. Goldfarb has the right to receive (i) an aggregate of 438,633 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods; and (ii) an aggregate of 206,853 shares of Common Stock pursuant to PSU awards, subject to the satisfaction of performance conditions and required time vesting periods. The number of shares earned pursuant to PSU awards could increase or decrease depending upon actual performance achieved relative to performance targets.

(2)The shares listed in the table include 17,680 shares pursuant to PSU awards for which performance conditions have been satisfied, which will vest within 60 days of April 18, 2022. In addition to the shares listed in the table, Mr. Aaron has the right to receive (i) an aggregate of 292,422 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods; and (ii) an aggregate of 137,902 shares of Common Stock pursuant to PSU awards, subject to the satisfaction of performance conditions and required time vesting periods. The number of shares earned pursuant to PSU awards could increase or decrease depending upon actual performance achieved relative to performance targets.

(3)Includes 6,566 shares pursuant to RSU awards, which will vest within 60 days of April 18, 2022. In addition to the shares listed in the table, Mr. Brosig has the right to receive an aggregate of 6,209 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods.

(4)Includes 7,138 shares pursuant to RSU awards, which will vest within 60 days of April 18, 2022. In addition to the shares listed in the table, Mr. Feller has the right to receive an aggregate of 6,748 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods.

(5)Includes (i) 70,663 shares of Common Stock held by Jeffrey and Stacey Goldfarb, Mr. Goldfarb’s wife, as joint tenants; (ii) 47,170 shares of Common Stock owned by JARS Portfolio LLC; (iii) 24,896 shares of Common Stock owned by the Amanda Julie Goldfarb Trust 2007 of which Mr. Goldfarb and his wife are co-trustees; and (iv) 2,200 shares of Common Stock owned by the Ryan Gabriel Goldfarb Trust 2009 of which Mr. Goldfarb and his wife are co-trustees. The shares listed in the table include 6,961 shares pursuant to PSU awards for which performance conditions have been satisfied, which will vest within 60 days of April 18, 2022. In addition to the shares listed in the table, Mr. Goldfarb has the right to receive (i) an aggregate of 152,278 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods; and (ii) an aggregate of 39,778 shares of Common Stock pursuant to PSU awards, subject to the satisfaction of performance conditions and required time vesting periods. The number of shares earned pursuant to PSU awards could increase or decrease depending upon actual performance achieved relative to performance targets.

(6)Includes 5,710 shares pursuant to RSU awards, which will vest within 60 days of April 18, 2022. In addition to the shares listed in the table, Mr. Herrero has the right to receive an aggregate of 5,399 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods.

(7)Includes 1,003 shares pursuant to RSU awards, which will vest within 60 days of April 18, 2022. In addition to the shares listed in the table, Mr. Johnson has the right to receive an aggregate of 6,736 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods.

(8)Includes 792 shares pursuant to RSU awards, which will vest within 60 days of April 18, 2022. In addition to the shares listed in the table, Ms. Nostra has the right to receive an aggregate of 25,955 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods.

(9)Includes 5,710 shares pursuant to RSU awards, which will vest within 60 days of April 18, 2022. In addition to the shares listed in the table, Ms. Pomerantz has the right to receive an aggregate of 5,399 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods.

(10)Includes 5,710 shares pursuant to RSU awards, which will vest within 60 days of April 18, 2022. In addition to the shares listed in the table, Mr. van Bokhorst has the right to receive an aggregate of 5,399 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods.

(11)Includes 5,710 shares pursuant to RSU awards, which will vest within 60 days of April 18, 2022. In addition to the shares listed in the table, Ms. Vitali has the right to receive an aggregate of 5,399 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods.

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Beneficial Ownership of Common Stock by Certain Stockholders and Management

(12)Includes (i) Includes 8,564 shares pursuant to RSU awards, which will vest within 60 days of April 18, 2022, (ii) 1,268 shares of Common Stock owned by the Elizabeth White Grantor Trust, of which Mr. White is the trustee and over which he has investment control and (iii) 1,268 shares of Common Stock owned by the Alexandra White Grantor Trust, of which Mr. White is the trustee and over which he has investment control. In addition to the shares listed in the table, Mr. White has the right to receive an aggregate of 8,099 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods.

(13)Information is derived from the Schedule 13G/A filed by BlackRock, Inc. (“BlackRock”) with the Securities and Exchange Commission on January 27, 2022. BlackRock is a parent holding company or control person in accordance with Exchange Act Rule 13d-1(b)(1)(ii)(G) and reported sole voting power with respect to 7,185,077 of such shares and sole dispositive power with respect to 7,364,966 of such shares. The filing reported that such shares are beneficially owned by several BlackRock subsidiaries.

(14)Information is derived from the Schedule 13G/A filed by The Vanguard Group, Inc. (“Vanguard”) with the Securities and Exchange Commission on April 8, 2022. Vanguard is an investment adviser in accordance with Exchange Act Rule 13d-1(b)(1)(ii)(E) and reported shared voting power with respect to 55,247 of such shares, sole dispositive power with respect to 4,781,152 of such shares and shared dispositive power with respect to 93,479 of such shares.

(15)Information is derived from the Schedule 13G filed by FMR, LLC (“FMR”) and Abigail P. Johnson with the Securities and Exchange Commission on February 8, 2022. FMR is a parent holding company in accordance with Exchange Act Rule 13d-1(b)(1)(ii)(G) and reported sole voting power with respect to 1,319,442 of such shares and sole dispositive power with respect to 3,696,891 of such shares. The filing reported that it reflects securities beneficially owned, or that may be deemed to be beneficially owned, by FMR, certain of its subsidiaries and affiliates, and other companies.

(16)Information is derived from the Schedule 13G/A filed by Dimensional Fund Advisors LP (“DFA”) with the Securities and Exchange Commission on February 14, 2022. DFA is an investment advisor in accordance with Exchange Act Rule 13d-1(b)(1)(ii)(E) and reported sole voting power with respect to 3,198,432 of such shares and sole dispositive power with respect to 3,262,564 of such shares. The filing reported that DFA is an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Funds”), and that all securities reported in the filing are owned by the Funds.

(17)Information is derived from the Schedule 13G/A filed by Cramer Rosenthal McGlynn LLC (“Cramer”) with the Securities and Exchange Commission on February 14, 2022. Cramer is an investment adviser in accordance with Exchange Act Rule 13d-1(b)(1)(ii)(E) and reported sole voting power with respect to 2,636,584 of such shares and sole dispositive power with respect to 2,696,034 of such shares.

(18)The shares listed in the table include 2,465 shares pursuant to PSU awards for which performance conditions have been satisfied, which will vest within 60 days of April 18, 2022. In addition to the shares listed in the table, Mr. Nackman has the right to receive (i) an aggregate of 58,683 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods; and (iii) an aggregate of 13,683 shares of Common Stock pursuant to PSU awards, subject to the satisfaction of performance conditions and required time vesting periods. The number of shares earned pursuant to PSU awards could increase or decrease depending upon actual performance achieved relative to performance targets.

(19)Includes 100,529 shares of Common Stock pursuant to PSU and RSU awards, which will vest within 60 days of April 18, 2022. In addition to the shares listed in the table, all directors and officers as a group have the right to receive (i) an aggregate of 1,017,359 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods; and (ii) an aggregate of 398,216 shares of Common Stock pursuant to PSU awards, subject to the satisfaction of performance conditions and required time vesting periods. The number of shares earned pursuant to PSU awards could increase or decrease depending upon actual performance achieved relative to performance targets.

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CORPORATE GOVERNANCE

Board of Directors

The Board of Directors has determined that Thomas Brosig, Alan Feller, Victor Herrero, Robert L. Johnson, Patti H. Ongman, Laura Pomerantz, Cheryl Vitali, Lisa Warner Wardell and Richard White are independent directors. Willem van Bokhorst, who is not standing for reelection, was also determined to be an independent director. Assuming all of the nominated persons are elected as directors at the Annual Meeting, the independent directors will constitute 75% of the Board of Directors. In making its determination regarding the independence of the directors, the Board relied upon information provided by each of the directors and noted that each independent director meets the standards for independence set out in Nasdaq Listing Rule 5605(a)(2) and under the applicable rules and regulations of the SEC, and that there is no material business relationship between G-III and any independent director, including any business entity with which any independent director is affiliated.

The Board of Directors held six meetings and acted by unanimous written consent once during the fiscal year ended January 31, 2022. During the fiscal year ended January 31, 2022, each director attended at least 75% of the meetings of the Board of Directors and committees of the Board on which he or she served. We do not have a formal policy regarding attendance by members of the Board of Directors at annual stockholders’ meetings. All but one of our directors attended the 2021 Annual Meeting of Stockholders.

Our Board of Directors has an Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Each member of our Audit, Compensation and Nominating and Corporate Governance Committees has been determined by the Board of Directors to be “independent” within the meaning of Nasdaq Listing Rule 5605(a)(2). Each member of the Audit Committee is “independent” within the meaning of Nasdaq Listing Rule 5605(c)(2)(A) and under the applicable rules and regulations of the SEC regarding the independence of audit committee members. Each member of the Compensation Committee is “independent” within the meaning of Nasdaq Listing Rule 5605(d)(2)(A).

AUDIT COMMITTEE

Meetings during the fiscal year ended January 31, 2022:

7

    Alan Feller GraphicGraphic

    Thomas Brosig Graphic

    Richard White Graphic

Graphic ALL MEMBERS OF THE AUDIT COMMITTEE ARE INDEPENDENT.

Responsibilities

The Audit Committee is responsible for, among other things:

Assisting the Board in monitoring:

(i)

the integrity of our financial statements,

(ii)

the qualifications and independence of our independent auditors,

(iii)

the performance of our internal audit function and independent auditors, and

(iv)

the compliance by us with legal and regulatory requirements.

The appointment, compensation and oversight of the work of G-III’s independent registered public accounting firm.

Qualifications

Graphic The Board has determined that each of Messrs. Feller, Brosig and White is an audit committee financial expert as such term is defined in the rules of the SEC. Assuming election as a director at the Annual Meeting, it is expected that Lisa Warner Wardell will be appointed to the Audit Committee and that she will also be an audit committee financial expert as such term is defined in the rules of the SEC.

Charter

A copy of the Audit Committee’s charter is available in the “Investors” section of our website at http://www.giii.com.

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Corporate Governance

COMPENSATION COMMITTEE

Meetings during the fiscal year ended January 31, 2022:

7

    Richard White Graphic

    Laura Pomerantz

    Willem van Bokhorst

Responsibilities

The Compensation Committee discharges the responsibilities of the Board relating to compensation of G-III’s directors and executive officers. The Committee has overall responsibility for approving and evaluating director and executive officer compensation plans, policies and programs of G-III, including establishing and monitoring the basic philosophy and policies governing the compensation of G-III’s directors and officers.

The Compensation Committee is responsible for reviewing and discussing with management, and recommending to the Board the inclusion of the Compensation Discussion and Analysis in our annual Proxy Statement.

GraphicALL MEMBERS OF THE COMPENSATION COMMITTEE ARE INDEPENDENT.

Specific duties and responsibilities of the Committee include, but are not limited to:

(i)

reviewing and approving the corporate goals and objectives relevant to the compensation of our executive officers and evaluating their performance in light of those corporate goals and objectives;

(ii)

recommending the compensation of our executive officers, giving consideration to the results of our most recent “Say on Pay” vote;

(iii)

reviewing and recommending adoption, amendment and termination of employment agreements and severance arrangements or plans for our executive officers;

(iv)

reviewing and recommending changes to director compensation;

(v)

reviewing and recommending adoption, amendment and termination of incentive compensation plans, equity-based plans and other compensation and benefit plans for directors or officers, giving consideration to the results of our most recent “Say on Pay” vote in considering plans for executive officers;

(vi)

administering G-III’s stock-based compensation, incentive and benefit plans; and

(vii)

administering, interpreting and carrying out our Stock Ownership Guidelines for directors and executive officers and Executive Incentive Compensation Recoupment Policy for executive officers.

The Compensation Committee also may form and delegate authority to any subcommittee comprised solely of its members who are independent so long as such formation and delegation comply with applicable law and the Nasdaq Listing Rules.

The Compensation Committee met seven times and acted by unanimous written consent seven times during the year ended January 31, 2022. Willem van Bokhorst, a member of the Compensation Committee, has decided not to stand for reelection at the Annual Meeting. Assuming election as a director at the Annual Meeting, it is expected that Patti H. Ongman will be appointed to the Compensation Committee.

Charter

A copy of the Compensation Committee’s charter is available in the “Investors” section of our website at http://www.giii.com.

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the year ended January 31, 2022, Laura Pomerantz, Willem van Bokhorst and Richard White served on our Compensation Committee. None of the members of the Compensation Committee (i) has ever been an officer or employee of ours or (ii) had any relationship requiring disclosure by us under Item 404 of Regulation S-K. None of our executive officers served on the board or compensation committee (or other committee serving an equivalent function) of any other entity, where an executive officer of the other entity served on our Board of Directors or Compensation Committee.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

Meetings during the fiscal year ended January 31, 2022:

3

    Thomas Brosig Graphic

    Robert L. Johnson (as of April 1, 2021)

    Cheryl Vitali

    Richard White

GraphicALL MEMBERS OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE ARE INDEPENDENT.

Responsibilities

The Nominating and Corporate Governance Committee:

(a)

assists the Board in its selection of individuals

(i)

as nominees for election to the Board at G-III’s annual meeting of the stockholders or

(ii)

to fill any vacancies or newly created directorships on the Board and

(b)

developing and maintaining G-III’s corporate governance policies, and any related matters required by the federal securities laws.

The Nominating and Corporate Governance Committee is also responsible for a number of matters under our Director Selection and Qualification Standards and Resignation Policy as described below. The Nominating and Corporate Governance Committee met to review the performance and the experience, qualifications, attributes and skills of the members of the Board and recommended to our Board the persons to be nominated for election as directors at the Annual Meeting. The Nominating and Corporate Governance met with Lisa Warner Wardell and Patti H. Ongman and reviewed their qualifications and subsequently recommended to the Board that each be elected a director of G-III. The Board elected Ms. Wardell and Ms. Ongman a director of G-III at its meeting held on March 31, 2022. Ms. Ongman was initially recommended to the Nominating and Corporate Governance Committee by Morris Goldfarb, our Chairman and CEO, and Ms. Warner Wardell was initially recommended to the Nominating and Corporate Governance Committee by Robert L. Johnson, one of our directors. Our two newest directors increase the diversity of our Board and will result in a Board that consists of 75% independent directors assuming election of all of our recommended nominees at the Annual Meeting.

Charter

A copy of the Nominating and Corporate Governance Committee’s charter is available in the “Investors” section of our website at http://www.giii.com.

NOMINATIONS PROCESS

It is the policy of the Nominating and Corporate Governance Committee to consider candidates for Board membership suggested by Nominating and Corporate Governance Committee members and other Board members, management, our stockholders, third-party search firms and any other appropriate sources. As a stockholder, you may recommend any person for consideration as a nominee for director by writing to the Secretary of G-III, c/o G-III Apparel Group, Ltd., 512 Seventh Avenue, New York, New York 10018. Recommendations must be received by March 11, 2023 to be considered for the

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2023 Annual Meeting of Stockholders. Recommendations must include the name and address of the stockholder making the recommendation, a representation setting forth the number of shares of our Common Stock beneficially owned by the recommending stockholder, a statement that the recommended nominee has expressed his or her intent to serve on the Board if elected, biographical information about the recommended nominee, any other information the stockholder believes would be helpful to the Nominating and Corporate Governance Committee in evaluating the individual recommended nominee and a description of all arrangements or understandings between the recommending stockholder and each nominee and any other person concerning the nomination.

Under the Director Selection and Qualification Standards and Resignation Policy (the “Director Policy”), the Nominating and Corporate Governance Committee is responsible for (i) assisting the Board in evaluating the independence of directors, (ii) developing and revising, as appropriate, for approval by the Board, selection criteria and qualification standards for Board nominees, (iii) identifying individuals believed to be qualified to become Board members consistent with criteria approved by the Board and applicable law and regulations, (iv) recommending candidates or nominees to the Board and (v) recommending to the Board whether or not to accept the resignation of a nominee for Director in an uncontested election who receives more votes “withheld” from his or her election than votes “for” such election.

In evaluating candidates, the Nominating and Corporate Governance Committee considers the following criteria:

●    personal integrity,

●    the extent to which a candidate would be a desirable addition to the Board and any committees of the Board,

●    skill,

●    independence (as that term is defined under the rules of the SEC and the Nasdaq Listing Rules),

●    sound business judgment,

●    the requirement to maintain a Board that is composed of a majority of independent directors,

●    diversity,

●    potential conflicts of interest,

●    business and professional skills and experience,

●    the extent to which a candidate would fill a present need and

●    experience with businesses and other organizations of comparable size,

●    concern for the long-term interests of stockholders.

●    the interplay of the candidate’s experience with the experience of other Board members,

In any particular situation, the Nominating and Corporate Governance Committee may focus on persons possessing a particular background, experience or qualifications that the Committee believes would be important to enhance the effectiveness of the Board.

The Nominating and Corporate Governance Committee does not have a formal policy with respect to considering diversity in identifying director nominees, although it has recommended an additional diverse candidate for election as a director in each of the past three years. The Board and the Nominating and Corporate Governance Committee believe it is important that the Board members represent diverse viewpoints and a variety of skills so that, as a group, the Board will possess the appropriate talent, skills and expertise to oversee our business. The evaluation process for stockholder recommendations is the same as for candidates recommended from any other source. The needs of the Board and the factors that the Nominating and Corporate Governance Committee consider in evaluating candidates are reassessed on an annual basis, when the Committee’s charter is reviewed.    

BOARD DIVERSITY

In August 2021, the SEC approved a Nasdaq Stock Market proposal to adopt new listing rules relating to board diversity and disclosure. As approved by the SEC, the new Nasdaq listing rules require all Nasdaq listed companies to disclose diversity statistics regarding their boards of directors by August 8, 2022 or the date the company files its 2022 proxy, whichever is later. The rules also require most Nasdaq listed companies to have, or explain why they do not have, at least

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two diverse directors, including one who self-identifies as female and one who self-identifies as either an under-represented minority or LGBTQ+. The Company is in compliance with Nasdaq’s diversity requirement.

In identifying and evaluating candidates for the Board, the Nominating and Corporate Governance Committee considers the diversity of the Board, including diversity of skills, experience and backgrounds.

Based on the composition of the Board after the Annual Meeting, the Board Diversity Matrix below presents the Board’s diversity statistics in the format prescribed by the Nasdaq rules.

Board Diversity Matrix

Total Number of Directors

12

Female

Male

Non-Binary

Did Not Disclose Gender

Part I: Gender Identity

Directors

4

8

-

-

Part II: Demographic Background

African American or Black

1

1

-

-

Alaskan Native or Native American

-

-

-

-

Asian

-

-

-

-

Hispanic or Latinx

-

1

-

-

Native Hawaiian or Pacific Islander

-

-

-

-

White

2

6

-

-

Two or More Races or Ethnicities

1

-

-

-

LGBTQ+

-

Did Not Disclose Demographic Background

-

Stockholder Communications

The Board of Directors has provided a process for stockholders to send communications to the Board. Stockholders who wish to send communications to the Board of Directors, or any particular director, should address such communications to the Board or such director c/o G-III Apparel Group, Ltd., 512 Seventh Avenue, New York, New York 10018, Attn: Secretary. All such communications should include a representation from the submitting stockholder setting forth the stockholder’s address and the number of shares of our Common Stock beneficially owned by the stockholder. The Board will give appropriate attention to written communications on issues that are submitted by stockholders and will respond as appropriate. Absent unusual circumstances, the Secretary of G-III will (i) be primarily responsible for monitoring communications from stockholders and (ii) provide copies or summaries of such communications to the Board, the Lead Independent Director (who serves as a non-management resource for stockholders seeking to communicate with our Board) or the director to whom such communication is addressed, as the Secretary considers appropriate. Each stockholder communication will be forwarded to all directors, the Lead Independent Director or the director to whom it is addressed, if it relates to a substantive matter and includes suggestions or comments that the Secretary considers to be important for the directors, or director, to know. In general, stockholder communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than stockholder communications relating to personal grievances and matters as to which we may receive repetitive or duplicative communications.

Additionally, G-III’s by-laws set forth “advance notice” requirements for stockholders’ meetings consistent with the purpose of establishing an orderly process for stockholders seeking to nominate directors or propose business at stockholder meetings. The advance notice provisions in the by-laws require stockholders to deliver notice to G-III of their intention to make director nominations or bring other business before the meeting not later than the close of business on the 90th day, nor earlier than the close of business on the 120th day, in advance of the anniversary of the previous year’s annual meeting if the meeting is to be held on a day which is not more than 30 days in advance of the anniversary of the previous year’s

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annual meeting or not later than 70 days after the anniversary of the previous year’s annual meeting. The advance notice provisions of the by-laws prescribe information that the stockholder’s notice must contain, both as to itself and its proposed director nominee, if the stockholder wishes to nominate a candidate for the annual meeting director election, prescribe information that the stockholder’s notice must contain if the stockholder wishes to bring business other than a director nomination before the annual meeting, and set forth rules and procedures relating to special meetings of stockholders.

Risk Oversight

The risk oversight function of our Board of Directors is carried out by both the Board and the Audit Committee. A fundamental part of risk oversight is not only understanding the material risks a company faces and the steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the company. The Board focuses on our general risk management strategy and the most significant risks facing us and ensures that management implements appropriate risk mitigation strategies. Management also apprises the Board of particular risk management matters in connection with its general oversight and approval of corporate matters.

While the full Board has overall responsibility for risk oversight, the Board has delegated oversight related to certain risks to the Audit Committee. The Audit Committee is responsible for reviewing and discussing with management our major and emerging risk exposures, including financial, operational, technology, privacy, data security, disaster recovery and ethics and compliance. The Audit Committee meets periodically with management and our internal audit department to discuss our major financial and operating risks and the steps, guidelines and policies management and our internal audit team have taken to monitor and control exposures to risk, including G-III’s risk assessment and risk management policies. The Chair of the Audit Committee regularly reports to the Board the substance of such reviews and discussions. Both the Board and the Audit Committee regularly review cybersecurity and data privacy risk matters.

Our Compensation Committee incorporates considerations of risk into its deliberations of our executive compensation program. The Compensation Committee believes that G-III’s compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on G-III. In addition, our internal disclosure committee reviews with management the “risk factors” that appear in our Annual Report on Form 10-K prior to its filing with the SEC, as well as prior to the filing of our Quarterly Reports on Form 10-Q.

Our management is responsible for day-to-day risk management. Our risk management and internal audit areas serve as the primary monitoring and testing function for company-wide policies and procedures and manage the day-to-day oversight of the risk management strategy for our ongoing business. This oversight includes identifying, evaluating, and addressing potential risks that may exist at the enterprise, strategic, financial, operational, and compliance and reporting levels. The Board encourages management to promote a corporate culture that incorporates risk management into our corporate strategy and day-to-day business operations. The Board continually works, with input from our executive officers, to assess and analyze the most likely areas of future risk for us and our business.

Leadership Structure of the Board

The Board of Directors believes that Morris Goldfarb’s service in the dual roles of Chairman of the Board and Chief Executive Officer is in our best interest, as well as the best interest of our stockholders. Mr. Goldfarb is the director most familiar with our business and industry and possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing us and our business. Thus, he is in the best position to develop agendas and plans that ensure that the Board’s time and attention are focused on the most critical matters. We believe that Mr. Goldfarb is viewed by our customers, suppliers, business partners, investors and other stakeholders as providing strong leadership for our company in the marketplace and in our industry. This approach is often utilized by other public companies in the United States and we believe it has been effective for our company as well.

Although the Board believes that the combination of the Chairman of the Board and Chief Executive Officer roles is appropriate for us in the current circumstances, our Board does not have a specific policy as to whether or not these roles should be combined or separated.

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LEAD INDEPENDENT DIRECTOR

In order to promote independent leadership on our Board and help ensure that the Board operates in a cohesive manner, the Board established the position of Lead Independent Director and elected Richard White as the Lead Independent Director. The responsibilities of the Lead Independent Director include:

(i)advising the Chairman of the Board on Board meeting agendas and materials sent to the Board;
(ii)serving as a liaison between non-management directors and the Chairman of the Board;
(iii)calling and presiding over executive sessions of the non-management directors;
(iv)presiding over Board meetings in the absence of the Chairman of the Board;
(v)serving as a non-management resource for stockholders and other external constituencies seeking to communicate with our Board;
(vi)oversight of the Board’s annual assessment of the performance of our Chairman and Chief Executive Officer; and
(vii)oversight of the Board’s annual self-assessment of its own performance, along with the Chairman of the Nominating and Corporate Governance Committee.

In recent years, our stockholder outreach program has been led by our Lead Independent Director. Along with certain members of management, Mr. White has been at the forefront of communicating to our significant stockholders updates on corporate strategy, governance matters, including diversity and Board composition, and compensation programs and responding to their questions and concerns.

Additional Corporate Governance Policies

We also maintain the following corporate governance policies:

CODE OF ETHICS AND CONDUCT

All of our employees and employees of our subsidiaries (“Company Personnel”), officers and directors must adhere to our Code of Ethics and Conduct. It codifies those standards that we believe are reasonably designed to deter wrong-doing and to promote, among other things, adherence to the following principles:

(i)honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
(ii)full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in other public communications made by G-III;
(iii)compliance with applicable governmental laws, rules and regulations;
(iv)the prompt internal reporting of violations of the Code of Ethics and Conduct; and
(v)accountability for adherence to the Code of Ethics and Conduct.

A copy of the Code of Ethics and Conduct is available in the “Investors” section of our website at http://www.giii.com.

WHISTLEBLOWER POLICY

The Whistleblower Policy protects all of our Company Personnel, officers and directors if they raise concerns regarding G-III, such as concerns regarding incorrect financial reporting including questionable accounting, internal controls or auditing matters; unlawful activities; activities that are not in line with G-III policies, including the Code of Ethics and Conduct; or activities which otherwise amount to serious improper conduct. A copy of the Whistleblower Policy is available in the “Investors” section of our website at http://www.giii.com.

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INSIDER TRADING, HEDGING AND PLEDGING POLICY

The Insider Trading, Hedging and Pledging Policy applies to all of our Company Personnel, directors and officers, and prohibits trading or causing trading of our securities while the applicable person is in possession of material non-public information. The Insider Trading, Hedging and Pledging Policy prohibits directors, executive officers and other Company Personnel specified by us, from time to time, from trading in G-III securities during our established blackout periods, except (i) pursuant to Board-approved written trading plans adopted in accordance with Rule 10b5-1 under the Exchange Act, at least 30 days prior to any trade, (ii) stock option exercises for cash with no associated open market transaction and (iii) the surrender of shares to us or the retention and withholding of shares by us in satisfaction of tax withholding obligations with respect to stock-settled incentive compensation awards with no associated open market transaction. The Insider Trading, Hedging and Pledging Policy also prohibits Company Personnel from entering into hedging transactions with respect to our securities, pledging our securities as collateral for a loan or holding our securities in a margin account. The Board may, in limited circumstances, permit a share pledge by a director or executive officer after giving consideration to the number of shares to be pledged as a percentage of his or her total shares held and G-III’s total shares outstanding. A copy of the Insider Trading, Hedging and Pledging Policy is available in the “Investors” section of our website at http://www.giii.com.

STOCK OWNERSHIP GUIDELINES

The Stock Ownership Guidelines require:

Position

    

Value of Stock Ownership

Chief Executive Officer

 

6x annual base salary

Vice Chairman and President

 

2x annual base salary

All Other Named Executive Officers and Directors who are Employees

 

1x annual base salary

Non-Employee Directors

 

5x annual cash retainer

Until these share ownership levels are achieved, our executive officers and directors are required to retain 50% of any net, after-tax, shares received upon exercise or vesting of our equity grants. All of our officers and directors are in compliance with our Stock Ownership Guidelines, except for one director first elected to the Board last year and our two newest directors who were elected by the Board in March 2022. A copy of the Stock Ownership Guidelines is available in the “Investors” section of our website at http://www.giii.com.

EXECUTIVE INCENTIVE COMPENSATION RECOUPMENT POLICY

Pursuant to the Executive Incentive Compensation Recoupment Policy, or “Clawback Policy,” in the event that we are required to restate our financial statements for any financial year, other than as a result of a change in generally accepted accounting principles or their interpretation, the Compensation Committee may, in its discretion, recoup incentive compensation paid to individuals who were executive officers within one year prior to the restatement. The incentive compensation subject to recoupment will consist of performance-based bonuses (including bonuses paid pursuant to employment agreements) and long-term incentive awards or equity grants, to the extent that such bonuses, awards or grants were predicated upon achievement of financial results that are subsequently restated. A copy of the Executive Incentive Compensation Recoupment Policy is available in the “Investors” section of our website at http://www.giii.com.

DIRECTOR SELECTION AND QUALIFICATION STANDARDS AND RESIGNATION POLICY

The Director Policy describes the Board’s criteria for selecting director nominees and the roles of the Board and the Nominating and Corporate Governance Committee in evaluating director independence and qualifications. In addition, the Director Policy provides that any nominee for director in an uncontested election who receives a greater number of votes “withheld” from his or her election than votes “for” his or her election must tender a written resignation to the Board. The Nominating and Corporate Governance Committee will consider the resignation and make a recommendation to the Board as to whether to accept or reject the resignation. Thereafter, the Board will deliberate and determine the action to be taken with respect to the tendered resignation. Following the Board’s determination, G-III will publicly disclose the Board’s decision and the reasons for the decision. A copy of the Director Policy is available in the “Investors” section of our website at http://www.giii.com.

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CORPORATE SOCIAL RESPONSIBILITY

We spent significant time implementing our key initiatives, developing programs and furthering our Corporate Social Responsibility (“CSR”) agenda.

Engage Our People - Our teams are continuing to build upon the successes of last year as we ensured that business was conducted despite the impact of the pandemic. As our teams re-entered the office, we were thoughtful, yet flexible, in our approach, adjusting days in the office based on the fluctuating levels of COVID-19 cases and the needs of our personnel.

In our supply chain, we made progress on our social compliance programs, as we furthered our auditing of factories producing product for us throughout our global supply chain and rolled out the Social Labor Convergence Program (“SLCP”), after becoming members last year. This program allows companies to share verified audits across the industry, enabling factories to reduce redundancies and focus on making standardized improvements. This program enables G-III to better assist factories in dealing with their most pressing issues, while adding more protections and beneficial programs for workers. In working with our vendors, we tracked a 20% adoption rate which we intend to continue to grow.

We have continued to focus on the forced labor issues facing our industry and have reviewed our relationships in an attempt to protect against the use of forced labor in our supply chain. We formalized an internal cotton traceability program to further mitigate the risk of forced labor being used to produce product for us. This program includes enhancements to management systems, training, and tracking tools across our supply chain. To further bolster our programs against this risk, we engaged ORITAINTM, a third-party that uses forensic technology to trace materials back to their fiber origins. We routinely engage with counsel and industry organizations with respect to regulatory developments to ensure our practices and procedures are aligning with the continually developing regulatory landscape. Combined with ORITAINTM’s technology and our internal management systems, we are working to mitigate these global supply chain risks. Taken together, we believe we have developed a strong approach and intend to continue to refine our oversight of our supply chain.

Protect Our Environment - We continue to work towards reducing our environmental impact by enacting sustainable fashion practices. As we work to understand and establish baseline metrics to measure our progress, we are also setting long-term goals. One of our first goals is to adopt the use of 100% recycled materials for all synthetic fibers by 2030. Additionally, we are increasing utilization of sustainable fabrics, which include recycled and organic fibers that are manufactured with less water, chemicals and energy, thus reducing their environmental impact. We began internal training on sourcing to increase use of these more sustainable materials to meet these goals. Additionally, our supply chain expertise is expected to enable us to reach these milestones while minimizing the impact to our bottom line. Our increased engagement with industry groups and the necessary tools we are providing for our teams will assist us in continuing to adapt to help make a better change in the world.
Invest in Our Communities – For years, G-III has been committed to global corporate citizenship by giving back where we live and serve. Throughout the pandemic, our support has not waivered, and we continue to maximize opportunities to give to and engage with our partners. We are involved with various charitable organizations including Ronald McDonald House, Women In Need (“WIN”), UNCF, Delivering Good, Hetrick Martin Institute and City Harvest. Additionally, G-III gave one of the founding gifts for the new Social Justice Center at the Fashion Institute of Technology. Further, support for our charitable partners included much-needed funds and in-kind products. G-III is committed to continuing its mission to help others in the community through corporate and employee donations and volunteerism.

As we emerge from the global pandemic, our teams are returning to the office and reestablishing the cohesion of a shared workspace and our commitment to our core CSR principles: Engage Our People, Protect Our Environment and Invest in Our Community. They represent a commitment to the greater good and our role in the global community.

The Board of Directors has responsibility for our CSR efforts and is considering establishing a separate Board committee that would oversee our CSR efforts.

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COMPENSATION DISCUSSION AND ANALYSIS

Our Compensation Discussion and Analysis (CD&A) presents our executive compensation for fiscal 2022, describing how different components of compensation support our business objectives and how we determined the amounts of each component of compensation paid to our Named Executive Officers, or NEOs. In this Proxy Statement, references to a fiscal year refers to the year ended January 31 of that year.

CD&A Table of Contents

29

EXECUTIVE SUMMARY

39

Other Compensation Elements

30

Our Business Performance in Fiscal 2022

39

Employment Agreements

30

Our Long-Term Business Performance

40

OTHER COMPENSATION AND GOVERNANCE PROGRAMS, POLICIES AND CONSIDERATIONS

31

Our Pay Mix is Heavily Weighted Towards Incentive-Based Compensation

40

Stock Ownership Guidelines

31

Our Stockholder Outreach Initiative

40

Clawback/Executive Incentive Compensation Recoupment Policy

32

Our “Say on Pay” Results For Fiscal 2021 and Our Response

40

Anti-Hedging Policy

34

Our Compensation Program Reflects Best Practices

40

Anti-Pledging Policy

34

ELEMENTS OF OUR COMPENSATION PROGRAM―WHAT WE PAY AND WHY

40

Effect of Section 162(m) of The Code

34

Our Compensation Philosophy

41

HOW WE MAKE COMPENSATION DECISIONS

35

Base Salary

41

The Role of the Compensation Committee

35

Annual Cash Incentives for Our Chairman and CEO and Our Vice Chairman and President

41

The Role of Management

36

Annual Cash Incentives for Our Other Named Executive Officers

41

The Role of Independent Compensation Consultants

37

Long-Term Incentives

41

The Role of Competitive Marketplace Practice

39

Fiscal 2020 PSU Awards

42

The Consideration of Risk

39

Timing of Equity Awards

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Executive Summary

During Fiscal 2022, the following individuals were our NEOs:

Name

Age

Title

Years with G-III

Morris Goldfarb

71

Chairman of the Board and Chief Executive Officer

48

Neal S. Nackman

62

Chief Financial Officer and Treasurer

18

Sammy Aaron

62

Vice Chairman and President

16

Wayne S. Miller (1)

64

Chief Operating Officer and Secretary

24

Jeffrey Goldfarb

45

Executive Vice President and Director of Strategic Planning

19

(1)Effective July 1, 2021, Wayne S. Miller stepped down as our Chief Operating Officer and became a Senior Strategic Advisor to us. Mr. Miller continued as an employee and advises us on corporate strategy, key licensing contracts, potential merger and acquisition transactions, financing transactions, investor relations matters and other strategic matters.

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OUR BUSINESS PERFORMANCE IN FISCAL 2022

We delivered the highest annual earnings in our history, emerging from the pandemic as a stronger, leaner and more profitable business.

Net Sales

$2.8B

Increased from $2.1B last year; compares to $3.2B two years ago pre-pandemic

Net Income

$200M

Increased from $24M last year; compares to $144M two years ago pre-pandemic

Pre-Tax Income

$271M

Increased from $36M last year; compares to $182M two years ago pre-pandemic

Diluted EPS

$4.05

Increased from $0.48 last year; compares to $2.94 two years ago pre-pandemic

Capitalized on the shift in consumer demand for casual, comfortable, and functional clothing and accessories, meeting retailer and consumer demand with on target product and appropriate inventory
Strong e-commerce capabilities with retail revenue on our partner and owned sites of more than $1B
Continued investment in attempt to capture growing digital sales
Robust growth in global power brands: DKNY, Donna Karan, Calvin Klein, Tommy Hilfiger and Karl Lagerfeld Paris
Acquired Sonia Rykiel, adding to our portfolio of owned luxury brands
Poised for international growth of our owned brands across Asia, Europe, and the Middle East
Restructured retail business, including closing of Wilsons and G.H. Bass stores; significantly reduced losses from that segment of our business
New retail focus consists of DKNY and Karl Lagerfeld Paris stores
Continued the proactive measures adopted in fiscal 2021 to ensure the health and safety of our employees and our customers and actively support our communities
Maintained a strong financial position with ~$1.0 billion of liquidity in cash and availability at year-end
Repurchased $17.3 million of stock last year and authorized an increase to 10 million shares under our share repurchase program

OUR LONG-TERM BUSINESS PERFORMANCE

Under the leadership of Morris Goldfarb, our Chairman and Chief Executive Officer, Sammy Aaron, our Vice Chairman and President, and our dedicated team of executive officers, G-III has delivered strong financial performance over time. We achieved two consecutive years of record-breaking results in fiscal 2019 and 2020. While our financial results were severely impacted in fiscal 2021 by the COVID-19 pandemic, our management guided us well in that turbulent time and led us to a strong recovery, achieving record-breaking results again in fiscal 2022. Our performance over the past several years is a testament to the strength of our management team.

Our Board believes the relative performance of our Common Stock, as measured by total stockholder return, is an important performance indicator. Despite strong financial performance, our stock price performance over the past three to five years has underperformed the S&P Textiles, Apparel & Luxury Goods Industry Index and the S&P 500 Index.

We attribute the lower performance of our stock price during this period, notwithstanding our reporting record-breaking results, to uncertainty connected with three major factors. First, 50.7% of our revenue in fiscal 2022 depended on licenses with PVH for the Calvin Klein and Tommy Hilfiger brands. Any adverse change in our relationship with PVH or in the reputation of Calvin Klein or Tommy Hilfiger, or our inability to renew licenses for either the Calvin Klein or Tommy Hilfiger brands as their current terms end between 2023 and 2025, would have a material adverse effect on our operating results. Second, we are the premier supplier to the department store channel. If the number of stores operated by our retail partners or our own retail stores decreases, consolidation within the channel increases or department store chains are unable to offset any decreases in sales at their stores with increases in sales through their digital channels, our business would be

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adversely affected. Third, we import substantially all of our products. Our arrangements with foreign manufacturers subject us to the risks of engaging in business abroad, most significantly in Vietnam and China, as well as exposure to the ongoing disruptions in the global supply chain.

Our management team has worked diligently to mitigate these issues by expanding our portfolio of owned brands, accelerating our efforts to capture digital sales through partnering with our department store customers and increasing our own digital sales, and diversifying our sources for production. We believe that our management team, led by Morris Goldfarb, our CEO, and Sammy Aaron, our Vice Chairman and President, is best positioned to navigate these challenges and create the opportunity for significant shareholder value creation.

OUR PAY MIX IS HEAVILY WEIGHTED TOWARDS INCENTIVE-BASED COMPENSATION

More than 96% of our Chairman and CEO’s compensation and more than 90% of the average compensation of our other NEOs in fiscal 2022 consisted of at-risk annual and long-term incentive compensation.

Chairman and CEO Compensation Mix

Other NEOs Compensation Mix

Graphic

OUR STOCKHOLDER OUTREACH INITIATIVE

G-III and its Board of Directors greatly value the opinions of its stockholders and have spent considerable time soliciting their views on a variety of topics, including executive compensation, our progress on board diversity and refreshment and our Corporate Social Responsibility initiatives. A summary of our recent outreach efforts is provided below:

Calendar Year

Percentage of Stockholders Invited to Engage

Percentage of Stockholders Choosing to Participate in Engagement

Engagement with Major Proxy Advisory Firms

2022

93%

70%

Yes

2021

89%

62%

Yes

2020

91%

59%

Yes

2019

83%

65%

Yes

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Our stockholder outreach has been led by our Lead Independent Director, who is also Chairman of our Compensation Committee. Our former Chief Operating Officer, our Chief Financial Officer, our Senior Vice President, Investor Relations and the Compensation Committee’s independent compensation consultant also participated in meetings with investors.

OUR “SAY ON PAY” RESULTS FOR FISCAL 2021 AND OUR RESPONSE

Last year, our stockholders did not support our Say on Pay proposal. We received 39% support and were disappointed by this outcome. The major issues raised last year involved the contractual annual cash incentive formulas in effect forth our Chairman and CEO and our Vice Chairman and President and the Compensation Committee’s use of discretion in awarding annual cash incentives in the face of headwinds created by the impact of the COVID-19 pandemic on our business results.

We have taken significant steps to reconfigure compensation for fiscal 2022. A summary of what we heard from stockholders during our most recent outreach and our response is provided below:

What We Heard from Stockholders

Did We Respond to Stockholder Concerns?

How We Responded to Stockholder Concerns

Our stockholders understand that the annual cash incentives awarded to our CEO and Vice Chairman and President are contractual obligations that cannot be changed unilaterally by the Board of Directors or the Compensation Committee.

Our stockholders agree that our CEO and Vice Chairman and President are critical to our business success and want us to retain these executives. The Board unanimously agrees with our stockholders since non-renewal of their employment agreements would be disruptive to our business and reduce shareholder value.

Yes

Over the last decade, the Compensation Committee has made several attempts to negotiate changes to the annual cash incentive compensation arrangements. The Committee was successful in getting the executives to voluntarily agree to changes in the determination of their annual cash incentives on several occasions.

The employment agreement with our CEO currently extends through January 31, 2025. Even if we were to provide a notice now not to extend the agreement, which both we and our stockholders believe would be disruptive to our business and stockholder value, G-III would still be obligated to pay and provide compensation and benefits under the agreement, including the annual cash incentive, for each of fiscal 2023, 2024 and 2025, assuming our CEO continued to comply with the terms of the agreement.

Given the low support we received on Say on Pay last year, the Compensation Committee once again approached our CEO and Vice Chairman and President. The Committee successfully negotiated substantial changes to the annual cash incentives earned by our CEO and Vice Chairman and President for fiscal 2022 and both executives voluntarily agreed to amend their employment agreements.

This allowed us to modify compensation for fiscal 2022, while retaining our CEO and Vice Chairman and President, avoiding disruption to our business, and preserving shareholder value.

The absolute amount of compensation is too high.

Partially

The amendments to the employment agreements did not reduce the total compensation of our CEO and Vice Chairman and President but did significantly reduce their cash compensation. Their annual cash incentives were capped to amounts in line with practices in our industry and the amendments to the employment agreements provided stock awards in lieu of the cash forfeited by our CEO and our Vice Chairman and President. The stock awards are

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subject to significant holding periods of three years for our CEO and one year for our Vice Chairman and President.

Too much of the compensation is delivered in short-term cash versus long-term equity.

Yes

Our CEO is a founder of our Company and beneficially owns approximately 8% of our common stock, making him our third largest stockholder.

Our Vice Chairman and President also beneficially owns a substantial amount of our common stock, exceeding our stock ownership guidelines.

Given these ownership levels and the willingness of these executives to take stock subject to holding requirements in lieu of cash, our Board is confident that our CEO and Vice Chairman and President have a strong incentive to increase shareholder value.

Our CEO’s salary has not increased since Fiscal 2009. Prior to the increase in our Vice Chairman and President’s salary during fiscal 2022, our Vice Chairman and President had not received a salary increase since fiscal 2010. Both executives agreed to forfeit 100% of their salary for approximately six months during the pandemic.

More than 96% of our CEO’s compensation and more than 95% of our Vice Chairman and President’s compensation in fiscal 2022 consisted of at-risk annual and long-term incentive compensation.

Despite these facts, stockholders expressed concern over the size of contractual annual cash incentives. The Committee believes it has successfully addressed this concern. The amendment to his employment agreement reduced the CEO’s annual cash incentive for fiscal 2022 by 56%, from $17,168,681 to $7,500,000. The Vice Chairman and President’s annual cash incentive for fiscal 2022 was reduced by 35%, from $11,207,333 to $7,250,000.

Stock awards were provided in lieu of the forfeited cash. Both executives have agreed to hold the net after-tax shares for specified restriction periods. The holding period for our CEO is three years. The holding period for our Vice Chairman and President is one year.

Stockholders were uncomfortable with the use of discretion last year with respect to the annual cash incentives for our CEO and Vice Chairman and President.

Yes

Apart from negotiating the amendments to the employment contracts described above, the Committee did not employ any discretion with respect to the compensation of our CEO and Vice Chairman and President for fiscal 2022. The Committee has also determined that it will not use discretion in the determination of annual cash incentives for our CEO and Vice Chairman and President other than in extraordinary circumstances.

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Stockholders questioned our use of time-based RSUs in the past.

Yes

In March 2021 (during fiscal 2022), we granted three-year Cliff-Vesting RSUs to our NEOs because we were not able to set meaningful performance targets due to disruptions created by COVID-19. By June 2021, we had more insight into our business performance and resumed providing guidance with respect to expected results of operations. In June 2021, the Compensation Committee restructured the Cliff-Vesting RSUs granted to the NEOs in March 2021 to consist of performance-based Performance Share Units (PSUs) for 50% of the grant. Each NEO voluntarily agreed to convert one-half of his RSUs into PSUs.

Fiscal 2023 grants to our CEO and our Vice Chairman and President were 100% performance-based.

Fiscal 2023 grants to our other NEOs were 50% performance-based and 50% time-based.

Graphic For additional information regarding changes that our Compensation Committee made to the compensation program for our executive officers, please see Annual Cash Incentives For Our Chairman And CEO And Our Vice Chairman And President,” “Annual Cash Incentives For Our Other Named Executive Officers and “Long-Term Incentives” below.

OUR COMPENSATION PROGRAM REFLECTS BEST PRACTICES

Our compensation program incorporates excellent compensation governance practices that benefit our stockholders:

What We Do

What We Don’t Do

Graphic

We pay for performance and set rigorous goals for short-term and long-term incentives

Graphic

No overlapping metrics for annual cash incentives and long-term incentive awards

Graphic

Conduct extensive stockholder outreach

Graphic

No practices that could encourage excessive risk-taking

Graphic

Double trigger equity acceleration upon a change in control

Graphic

No repricing of underwater stock options without stockholder approval

Graphic

Anti-hedging and anti-pledging policies

Graphic

No guaranteed salary increases or annual cash incentives for NEOs

Graphic

Clawback policy

Graphic

No excise tax gross-ups upon a change in control

Graphic

Capped annual cash incentive payouts

Graphic

No tax gross-ups on perquisites or benefits

Graphic

Robust share ownership guidelines, with 50% share retention requirement until guidelines are met

Graphic

No excessive executive perquisites

Graphic

Annual Say on Pay vote

Elements of Our Compensation ProgramWhat We Pay and Why

OUR COMPENSATION PHILOSOPHY

Our compensation program design enhances stockholder value in the following ways:

Belief in Pay for Performance. A substantial majority of compensation paid to our executives is variable and aligned with the short and long-term performance of G-III because a focus on the short-term leads to long-term success in the dynamic and fast-paced fashion business;

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Focus on Annual Profitability. Our annual cash incentive compensation structure is oriented towards bottom-line results, fosters an entrepreneurial environment and empowers management with the flexibility to quickly make decisions that are responsive to ever-changing market conditions, a hallmark of the fashion business;
Alignment with Stockholders. Our long-term incentive program aligns the interests of our executive officers with those of our stockholders and supports maximum stockholder value creation; and
Competitive Packages. We believe the quality of our executive and management team is second to none. We compete with public and private apparel companies and other businesses for talent. As a result, we offer a competitive compensation program, which enables us to attract and retain highly qualified managerial and executive talent necessary to achieve our objectives.

BASE SALARY

Base salaries provide a competitive rate of fixed pay and help us to attract and retain executives needed to manage our business for the benefit of our stockholders. The Compensation Committee determines base salaries after considering the breadth and complexity of the role, tenure, individual performance and the competitive market for talent.

Salary increases to Neal Nackman, Sammy Aaron and Jeffrey Goldfarb reflect (i) their contribution to our business, (ii) a review of salaries of comparable executives at peer companies, (iii) the competitive market for talent  and, in the case of Neal Nackman and Jeffrey Goldfarb, the expansion of their responsibilities after Wayne Miller stepped down from the Chief Operating Officer role and became a Senior Strategic Advisor to the Company. Salary adjustments made during fiscal 2022 for our current NEOs are shown below:

As

Executive

Current Salary

Salary at Beginning of Fiscal 2022

% Increase/ Decrease

Morris Goldfarb

$1,000,000

$1,000,000

0%

Neal Nackman

$750,000

$500,000

50.0%

Sammy Aaron

$950,000

$750,000

26.7%

Jeffrey Goldfarb

$950,000

$750,000

26.7%

The base salary of Morris Goldfarb has not been increased since fiscal 2009.

ANNUAL CASH INCENTIVES FOR OUR CHAIRMAN AND CEO AND OUR VICE CHAIRMAN AND PRESIDENT

The annual cash incentive arrangement for Mr. Goldfarb is codified in his employment agreement with us. This agreement was established in 1989. The annual cash incentive arrangement for Mr. Aaron was established in 2008 and mirrors Mr. Goldfarb’s annual cash incentive. It is codified in Mr. Aaron’s employment agreement with us.

The basic award opportunity is expressed as a percentage of pre-tax income (“PTI”) for each executive. Mr. Goldfarb is eligible to receive 6% of pre-tax income in excess of $2 million. Mr. Aaron is eligible to receive 4% of pre-tax income in excess of $2 million. The metric for the annual cash incentive is pre-tax income. This metric is fundamental to our success, and a critical measure of short-term performance. The annual cash incentive is performance-based and aligns directly with profitability, moving both up and down, and there are no redundant metrics.

The amount payable to each executive is subject to a cap equal to 150% of the amount payable for achieving our forecast for the year. In addition, there is an accelerator that increases the annual incentive if actual results significantly exceed the forecast and a penalty if actual results are significantly below the forecast. The Compensation Committee was not able to utilize these contractual provisions to determine the annual cash incentive for each of Mr. Goldfarb and Mr. Aaron for fiscal 2022 because G-III was unable to issue a forecast of operating results for the year during the first quarter of fiscal 2022 when such a forecast is ordinarily made, given the disruptions caused by the COVID-19 pandemic. The Company issued a

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forecast for the upcoming fiscal year ending January 31, 2023 during the first quarter of fiscal 2023 and, accordingly, these provisions will be applicable for the upcoming fiscal 2023 year.

As described above in “Business Performance for Fiscal 2022”, our Company delivered record-breaking profits last year. Given the contractual annual cash incentive formulas in effect, our CEO was entitled to an annual cash incentive of $17,168,681 and our Vice Chairman and President was entitled to an annual cash incentive of $11,207,333. The Compensation Committee negotiated caps to substantially reduce the amount of annual cash incentive paid to each executive. The cash portion of their annual cash incentives were capped to amounts in line with practices in our industry and we provided stock awards in lieu of the forfeited cash. The stock awards are subject to significant holding periods of three years for our CEO and one year for our Vice Chairman and President.

Mr. Goldfarb and Mr. Aaron voluntarily agreed to these amendments to their employment agreements. The Compensation Committee believes that this reduction in cash and shift to stock compensation responded to concerns raised by stockholders during the Companys outreach campaign and that it would be unable to negotiate additional changes to the employment agreements for fiscal 2022.

The table below summarizes the impact of the amendments to Mr. Goldfarbs and Mr. Aarons employment agreements for fiscal 2022:

Executive

Contractual Annual Cash Incentive for Fiscal 2022

Amount Paid in Cash

% Reduction in Annual Cash Incentive

# of Shares Granted in Lieu of Cash

Morris Goldfarb

$17,168,681

$7,500,000

56%

415,704

Sammy Aaron

$11,207,333

$7,250,000

35%

152,235

Both executives agreed that they would hold the net after-tax shares of the common stock for specified holding periods extending for three years for Mr. Goldfarb and one year for Mr. Aaron. A ten-day average closing stock price for the five trading days prior to and the five trading days after the date of our earnings release was calculated. To reflect the impact of the three-year holding period applicable to the shares awarded to Mr. Goldfarb, the ten-day average stock price was discounted by 15% to determine the number of shares awarded to Mr. Goldfarb in lieu of the cash forfeited. To reflect the impact of the one-year holding period applicable to the shares awarded to Mr. Aaron, the ten-day average stock price was discounted by 5% to determine the number of shares awarded to Mr. Aaron in lieu of the cash forfeited. These discount rates reflect negotiated amounts that are consistent with discount rates previously used for accounting purposes to recognize the impact of holding periods on the value of stock awards as determined by applying an option valuation model.

During the holding periods, the executives have agreed not to sell or otherwise transfer or dispose of, directly or indirectly, any of the net after-tax shares or enter any arrangement that transfers any of the economic consequences of ownership of the net after-tax shares. The holding periods will only lapse upon the executives death, disability or if a Change in Control (as defined in our 2015 Long-Term Incentive Plan) occurs.

ANNUAL CASH INCENTIVES FOR OUR OTHER NAMED EXECUTIVE OFFICERS

In prior years, the annual cash incentives awarded to our other NEOs were reviewed based on company performance compared to plan and individual performance. This review was performed by the CEO and presented to the Compensation Committee for approval. The Committee acknowledges that stockholders were unclear about our disclosure with respect to the process, the specific performance metrics, and the weightings of the metrics. As a result, the Committee, in consultation with the CEO, created a more formulaic approach for these NEOs for fiscal 2022.

For each executive, 50% of the total award depended on achieving or exceeding our budgeted pre-tax income. Since actual pre-tax income results far exceeded budget, both executives were credited with the maximum payout for that metric.

Jeffrey Goldfarb heads our digital business and the licensing of Company-owned brands, as well as overseeing marketing strategy, sports licensing, international distribution and the legal department. He also serves as a senior advisor on

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acquisitions. We assigned weightings of 15% to digital revenue, 15% to licensing revenue and 20% related to management of the various areas he oversees and to his advisory role with respect to acquisitions. For Neal Nackman, our CFO, the remaining 50% was based on his oversight of various departments, including accounting, tax, investor relations, treasury and his advice on capital allocation and acquisitions.

Because business priorities may change from year to year and because acquisitions or other investments could be significant in any given year, weightings and metrics will be adjusted going forward as necessary.

Our criteria and decisions on annual bonus for Fiscal 2022 are summarized below:

Executive

Performance Criteria (Weighting)

Weighting

Target

Actual Results

Achievement (Actual Results as % of Target)

Cash Bonus Awarded

Jeffrey Goldfarb

Pre-Tax Income vs Budget

50%

$159.6M

$271.0M

170%

$2,000,000

Licensing Revenue Growth

15%

$32M

$47M

85%

Digital Revenue Growth

15%

Not Disclosed

Met Expectations

n/a

Management Oversight, Strategy, Acquisitions

20%

n/a

Met Expectations

n/a

Neal Nackman

Pre-Tax Income vs Budget

50%

$159.6M

$271.0M

170%

$1,000,000

Management Oversight, Strategy, Acquisitions

50%

n/a

Met Expectations

n/a

Mr. Miller was awarded an annual cash bonus of $700,000. The reduction in annual cash bonus compared to the prior year reflected his transition from Chief Operating Officer to Senior Strategic Advisor during fiscal 2022.

LONG-TERM INCENTIVES

We grant long-term incentive awards to our NEOs to align their interests with those of our stockholders by rewarding our executives for achieving long-term performance objectives and enhancing stockholder value. Equity grants subject to multi-year vesting also helps us retain executives in the highly competitive apparel industry.

After assessing investor feedback, the Compensation Committee undertook a comprehensive redesign of our long-term incentive program and, in fiscal 2020, awarding performance share units (“PSUs”) contingent on three-year cumulative adjusted earnings before interest and taxes (“Adjusted EBIT”) and three-year average return on invested capital (“ROIC”).

In March 2021, the Compensation Committee awarded time-based restricted stock units with three-year cliff-vesting (“Cliff-Vesting RSUs”). 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

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business caused by the COVID-19 pandemic and the resulting inability to provide forecasted annual 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 restructured the Cliff-Vesting RSUs granted to the Named Executive Officers in March 2021 to consist of performance-based PSUs for 50% of the grant. Each Named Executive Officer voluntarily agreed to convert one-half of his RSUs into PSUs.

The PSUs will enable the Named Executive Officers to receive shares of the Company’s common stock if and to the extent that the PSU awards vest based on the Company’s performance over three years against two metrics: Adjusted EBIT weighted 75% and ROIC, weighted 25%. The actual number of PSUs that may vest depends on the performance level achieved relative to each metric and may range from zero up to 150% of the number of PSUs shown under “June 2021 Modification: Number of PSUs Awarded” in the table below.

Long-Term Incentives


Executive

Fiscal 2022 Award

Grant Date Fair Value

(in thousands)

Cliff Vesting RSUs Awarded in March 2021

June 2021 Modifications

Number of PSUs Awarded

Number of Cliff-Vesting RSUs Retained

Morris Goldfarb

$4,000

127,266

63,633

63,633

Sammy Aaron

$2,667

84,844

42,422

42,422

Wayne Miller

$1,200

38,180

19,090

19,090

Jeffrey Goldfarb

$1,000

31,816

15,908

15,908

Neal Nackman

$ 360

11,454

5,727

5,727

In March 2022, the Committee awarded grants to our CEO and Vice Chairman and President that consisted of 100% PSUs and to the remaining NEOs that consisted of 50% PSUs and 50% Cliff-Vesting RSUs.

FISCAL 2020 PSU AWARDS

Vesting of PSU awards made in fiscal 2020 was contingent on our performance over three years against two metrics:  Adjusted EBIT weighted 75% and ROIC weighted 25%. The Adjusted EBIT metric was not achieved. The ROIC metric was partially achieved. As a result, 23.75% of the PSUs vested. After completion of the three-year cliff-vesting performance period, the after-tax net shares that vest are subject to an additional two-year holding period.

Metric

Weighting

Threshold Goal

Target Goal

Maximum Goal

Actual Result

Weighted Payout Percentage

3-Year Cumulative Adjusted EBIT

75%

$727M

$763M

$840M

$697M

0%

3-year Average ROIC

25%

9.5%

10.5%

11.5%

10.4%

23.75%

Total Payout Percentage:

23.75%

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TIMING OF EQUITY AWARDS

We do not coordinate annual equity awards to our Named Executive Officers with the release of material non-public information. The Compensation Committee generally makes equity grants to existing employees on an annual basis. Equity grants to new hires or for promotions will generally are made as of the date of hire or promotion or the first business day of the month following the date of hire or promotion. The Compensation Committee retains the discretion to make grants at other times.

OTHER COMPENSATION ELEMENTS

BENEFITS

Our executives are eligible to participate in company benefit plans generally available to all of our employees, which include health, dental, life insurance, vision and disability plans. We also sponsor a voluntary 401(k) Employee Retirement Savings Plan that provides for a matching contribution equal to 100% of the first 3% of the participant’s contributed pay plus 50% of the next 2% of the participant’s contributed pay. We make an annual contribution of $100,000 to Mr. Goldfarb’s nonqualified deferred compensation account pursuant to his employment agreement that is designed to provide retirement benefits that exceed the limits on qualified plans imposed by the IRS.

PERQUISITES

Consistent with our philosophy of attracting and retaining key executives, we offer perquisites to our NEOs, which we believe are consistent in type and amount with those paid by our competitors. We provide a supplemental life insurance policy to Mr. Goldfarb because it was negotiated as part of his employment agreement in 1989.

Graphic For additional information regarding perquisites paid to our executive officers, please see footnote 3 to the Fiscal 2022 Summary Compensation Table below.

EMPLOYMENT AGREEMENTS

We have entered into employment agreements with each of Morris Goldfarb, Sammy Aaron, Wayne Miller and Jeffrey Goldfarb, and executive transition agreements with each of Neal Nackman, Wayne Miller and Jeffrey Goldfarb, which agreements require us to make payments and provide benefits to them in the event of a termination of employment in connection with a change in control or under certain other circumstances.

The apparel business is highly competitive, and we use employment and executive transition agreements to retain our executive officers and achieve our objectives for management continuity. Our employment and executive transition agreements also specify competitive severance benefits designed to minimize negotiation with executives in the event a termination of employment should occur and ensure continued focus on the business if a change of control occurs. Finally, our employment agreements contain covenants which prevent our executive officers from soliciting our customers and employees and disclosing confidential information about our business plans and practices.

Graphic For more information about our employment agreements see “Executive Compensation Tables—Fiscal 2022 Summary Compensation Table—Morris Goldfarb Employment Agreement”, “—Sammy Aaron Employment Agreement”, “—Wayne Miller Employment Agreement” and “—Jeffrey Goldfarb Employment Agreement” and “Potential Payments Upon Termination or Change-in-Control” in this Proxy Statement.

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Other Compensation and Governance Programs, Policies and Considerations

STOCK OWNERSHIP GUIDELINES

We have adopted robust stock ownership guidelines for our directors and our Named Executive Officers. These guidelines foster an alignment of the interests of our executive officers with those of our stockholders, promote an ownership culture and long-term perspective among our executives, and act as a form of risk mitigation.

Named Executive Officers and our directors who are also our employees must retain shares with a value denominated as a multiple of base salary as follows:

Executive

  

  

Multiple of Base Salary

Chief Executive Officer

 

6x

Vice Chairman

 

2x

All Other Named Executive Officers and Directors who are Employees

 

1x

Each non-employee director must retain shares valued at five times his or her annual cash retainer for service as a director of G-III. Until executive officers and directors achieve the required guideline, they are required to retain 50% of the net shares obtained from the vesting of restricted stock units or from the exercise of stock options. Shares owned outright and shares held in trust count towards satisfaction of these guidelines; unearned performance shares and unexercised options do not. The Compensation Committee may, in its sole discretion, and in limited instances, grant exceptions to these guidelines. No such exception was granted in fiscal 2022. All our NEOs and directors comply with these guidelines, except for Robert L. Johnson who was initially elected as a director in September 2020 and is making progress toward the guideline and each of Patti H. Ongman and Lisa Warner Wardell, our two newest directors, who were elected as a director in March 2022.

CLAWBACK/EXECUTIVE INCENTIVE COMPENSATION RECOUPMENT POLICY

Beginning with fiscal 2014, if G-III is required to prepare an accounting restatement, the Compensation Committee may, in its sole discretion, recoup from the affected officers all or part of any annual performance-based bonus or long-term incentive awards that were predicated upon the achievement of financial results that were subsequently restated.

ANTI-HEDGING POLICY

Our directors, executives and other employees are prohibited from engaging in transactions designed to limit or eliminate economic risks from owning G-III’s stock, such as transactions involving any form of margin arrangement, short sales and/or dealing in puts and calls of G-III’s stock.

ANTI-PLEDGING POLICY

Our directors, executives and other employees are generally prohibited from pledging shares of our stock as collateral for any loan or margin account. None of our executives has pledged shares of our stock. The Board may, in its sole discretion and in limited instances, grant exceptions to this policy after considering the number of shares to be pledged as a percentage of the executive’s total shares held and G-III’s total shares outstanding.

EFFECT OF SECTION 162(m) OF THE CODE

The Committee believes that its primary responsibility is to provide a compensation program that attracts, retains and rewards the executive officers necessary for our success. Going forward, the Committee intends to continue to ensure that the majority of pay for our executive officers is at risk and subject to the attainment of performance goals, notwithstanding the elimination of the performance-based compensation exception to the $1 million deduction limit under Section 162(m) as amended by the 2017 Tax Act.

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How We Make Compensation Decisions

THE ROLE OF THE COMPENSATION COMMITTEE

Our Compensation Committee is responsible for determining the compensation of our executive officers and for evaluating and establishing the overall structure and design of our compensation program.

The Compensation Committee consults with our Chairman and CEO in connection with making its determinations regarding compensation of our other NEOs and relies to a considerable extent on his evaluation of each executive’s performance and his recommendations regarding the amount and mix of the total compensation paid to these executives.

THE ROLE OF MANAGEMENT

Our Chairman and CEO annually makes recommendations on the amount and mix of the total compensation of other NEOs to the Compensation Committee. Our Chairman and CEO is not involved in the determination of his own compensation.

THE ROLE OF INDEPENDENT COMPENSATION CONSULTANTS

The Compensation Committee retained Compensation Advisory Partners (“CAP”) to serve as its independent advisor on executive compensation and corporate governance matters beginning in fiscal 2019. CAP is a nationally recognized executive compensation consultancy and serves as the Committee’s independent advisor on executive compensation and corporate governance matters. In fulfilling these responsibilities, CAP assisted the Committee with its redesign of G-III’s executive compensation program by providing insight and analysis of compensation programs and incentives used by G-III’s peers and other public companies, trends in executive compensation and corporate governance, and the evolving policies and procedures of proxy advisory services firms. CAP also assisted with respect to G-III’s stockholder outreach initiative.

The Compensation Committee retains sole responsibility for engaging any compensation advisor and meets with its advisor, as needed, in the Committee’s sole discretion. CAP has not performed any services other than executive and director compensation and related corporate governance consulting for G-III and performed its services only on behalf of and at the direction of the Committee. Prior to engaging CAP, the Committee reviewed the factors related to consultant independence and determined that no conflict of interest exists.

THE ROLE OF COMPETITIVE MARKETPLACE PRACTICE

The Compensation Committee periodically reviews the compensation design features and executive pay levels of companies that are comparable to G-III to ensure that our programs are competitive. While the Compensation Committee reviews this information, this process serves as one reference point among others. In making determinations regarding our compensation and related governance programs and pay levels, the Compensation Committee also considers our short- and long-term strategic objectives, individual performance, scope of responsibilities, retention concerns, and previously negotiated contractual obligations.

Our peer companies were selected based on the following parameters:

Appropriately sized companies with revenues ranged from approximately 0.5 to 2 times those of G-III;
Companies operating in the apparel and retail industries with a focus on accessible luxury brands; and
Companies from the comparator groups used by our comparators and by stockholder advisory groups.

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The companies in our pay peer group include:

Capri Holdings Limited

Fossil Group, Inc.

Steven Madden, Ltd.

Carter’s Inc.

Lululemon Athletic, Inc.

Tapestry, Inc.

Columbia Sportswear Co.

Ralph Lauren Corp.

Under Armour, Inc.

Deckers Outdoor Corp.

Skechers USA, Inc.

Wolverine World Wide, Inc.

In addition, the Committee reviewed two additional companies which were too large to serve as pay comparators but are sources for practice peer competitive intelligence regarding pay design and practices. The additional companies are:

PVH Corp.

VF Corp.

The median annual revenues of the companies in our pay level peer group are $4.4 billion compared to $2.8 billion for G-III in fiscal 2022.

THE CONSIDERATION OF RISK

The Compensation Committee considers risk in its deliberations regarding pay levels and practices and believes that G-III’s compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on G-III.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management, and based upon such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

Compensation Committee

Richard White, Chairman

Laura Pomerantz

Willem van Bokhorst

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EXECUTIVE COMPENSATION TABLES

FISCAL 2022 SUMMARY COMPENSATION TABLE

The following table sets forth information concerning the total compensation paid to or earned by our Chief Executive Officer, Chief Financial Officer and each of the three other most highly compensated executive officers (collectively, “Named Executive Officers”, individually, a “Named Executive Officer”), based on fiscal 2022 total compensation. The table sets forth compensation information for the last three completed fiscal years ended January 31 in each year for services in all capacities to us and our subsidiaries.

  

  

  

  

  

  

  

  

Change in

  

  

Pension

Value and

Non-Equity

Nonqualified

Stock

Option

Incentive Plan

Deferred

All Other

Name and

Years of

Fiscal

Bonus

Awards

Awards

Compensation

Compensation

Compensation

Principal Position

Service (1)

Year

Salary ($)

($)

($)(3)

($)

($)

 

($)

($)(4)

Total ($)

Morris Goldfarb

48

2022

1,000,000

16,167,626

7,500,000

275,152

24,942,778

Chairman of the Board and Chief Executive Officer

2021

461,538

5,000,000

3,682,500

286,616

9,430,654

2020

1,000,000

3,994,257

11,314,365

288,870