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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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2023

NOTICE OF SPECIAL 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 Special Meeting of Stockholders of G-III Apparel Group, Ltd., which will be held on Tuesday, October 10, 2023 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 August 18, 2023, the record date for the Special Meeting, are entitled to notice of and to vote at the Special 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 Special Meeting.

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

1

To approve the G-III 2023 Long-Term Incentive Plan,

2

To adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of Proposal No. 1 set forth herein, and

3

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

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 Special 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,

Graphic

Morris Goldfarb

Chief Executive Officer

September 11, 2023

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G-III APPAREL GROUP, LTD.

512 SEVENTH AVENUE

NEW YORK, NEW YORK 10018

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

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

Graphic

Tuesday,
October 10, 2023

Graphic

10:00 a.m., New York time

Graphic

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 approve the G-III 2023 Long-Term Incentive Plan (the “2023 Plan Proposal”),

2

To adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of Proposal No. 1 set forth herein (the “Adjournment Proposal”), and

3

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

Graphic  Only stockholders of record at the close of business on August 18, 2023 will be entitled to notice of and to vote at the Special Meeting or any adjournment thereof.

All stockholders are cordially invited to attend the Special Meeting in person. Whether or not you plan to attend the Special 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 Special Meeting may revoke their proxies and vote their shares in person.

The Board recommends that you vote “FOR” the 2023 Plan Proposal and “FOR” the Adjournment Proposal.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be Held on October 10, 2023

The Proxy Statement is available in the “Investors” section of our website at http://www.giii.com.

By Order of the Board of Directors

Graphic

Michael C. Brady

Secretary

New York, NY

September 11, 2023

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TABLE OF CONTENTS

1

PROXY STATEMENT

   

14

PROPOSAL NO. 2 ADJOURNMENT PROPOSAL

1

General Information

15

BENEFICIAL OWNERSHIP OF COMMON STOCK BY CERTAIN STOCKHOLDERS AND MANAGEMENT

3

PROXY SUMMARY

18

EXECUTIVE COMPENSATION

3

Special Meeting of Stockholders

21

COMPENSATION DISCUSSION AND ANALYSIS FOR FISCAL 2023

5

PROPOSAL NO. 1 2023 LONG-TERM INCENTIVE PLAN

34

Summary Compensation Table

5

General Information

47

Director Compensation

6

Equity Compensation Plan Information

49

STOCKHOLDER PROPOSALS FOR THE 2024 ANNUAL MEETING

8

Summary of the 2023 Plan

51

HOUSEHOLDING OF PROXY MATERIALS

12

Certain U.S. Income Tax Consequences

52

OTHER BUSINESS

13

New Plan Benefits

53

APPENDIX A

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

Graphic

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

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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 September 11, 2023) 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 Special Meeting of Stockholders (the “Special Meeting”), or at any adjournment thereof, pursuant to the accompanying Notice of Special Meeting of Stockholders. The Special Meeting will be held on:

Graphic

Tuesday,
October 10, 2023

Graphic

10:00 a.m., New York time

Graphic

The offices of Norton Rose Fulbright US LLP

1301 Avenue of the Americas 30th Floor

New York, New York 10019

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

1

Approve the G-III 2023 Long-Term Incentive Plan,

2

Adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of Proposal No. 1 set forth herein, and

3

Transact such other business as may properly come before the Special Meeting or any adjournment or postponement thereof.

Management currently is not aware of any other matters that will come before the Special Meeting. If any other matters properly come before the Special Meeting, the persons designated as proxies intend to vote in accordance with their best judgment on such matters. Proxies for use at the Special 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 Special Meeting at an estimated fee of $12,000. We will bear the cost of the solicitation of the proxies, including postage, printing 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 Special 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 Special 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.

2023 SPECIAL MEETING PROXY STATEMENT / 1

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Proxy Statement

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 approval of the G-III 2023 Long-Term Incentive Plan,
(ii)“FOR” the approval of the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies as described in this Proxy Statement, and
(iii)In accordance with their best judgment on any other matters which may properly come before the meeting.

RECORD DATE AND VOTING RIGHTS

On August 18, 2023, there were 45,721,002 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 Special Meeting. Only stockholders of record at the close of business on August 18, 2023 are entitled to notice of and to vote at the Special Meeting or any adjournment thereof.

The quorum requirement for holding the Special Meeting and transacting business is a majority of the outstanding shares entitled to be voted at the Special Meeting. The shares may be present in person or represented by proxy at the Special 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 Nasdaq rules, brokers do not have discretionary voting power with respect to any of the proposals, unless you provide voting instructions to your broker.

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 Special Meeting is required to decide the matters to be voted on at the Special Meeting.

You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to the (a) proposal to approve the G-III 2023 Long-Term Incentive Plan, and (b) proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of Proposal No. 1 set forth herein. If you elect to abstain from voting on either 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 Special 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 Special Meeting.

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PROXY SUMMARY

This summary highlights information on the proposals that require your vote at the Special Meeting, as well as information that is contained elsewhere in the Proxy Statement. 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.

Special Meeting of Stockholders

Proposals That Require Your Vote

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Date and Time

October 10, 2023,
10:00 a.m. New York time

Proposal

Board Vote
Recommendation

More Information

1

Approve the G-III 2023 Long-Term Incentive Plan

GraphicFOR

Page 5

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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

Adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies

GraphicFOR

Page 14

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Availability of Proxy Materials

The Proxy Statement is available in the “Investors” section of our website at http://www.giii.com.

Approval of our 2023 Long-Term Incentive Plan

We are asking our stockholders to approve our new 2023 Long-Term Incentive Plan (the “2023 Plan”). The Board adopted the 2023 Plan on August 25, 2023, subject to approval by our stockholders at our Special Meeting. The 2023 Plan will replace our 2015 Long-Term Incentive Plan, as amended (the “2015 Plan”). Provided that the 2023 Plan is approved, any shares available under the 2015 Plan, which would otherwise expire on June 9, 2025 (the tenth anniversary of the date of its approval by our stockholders), will not be carried over into our 2023 Plan and no further grants will be made under the 2015 Plan after August 18, 2023, the record date for which information is provided in this Proxy Statement with respect to outstanding stock awards.

The 2023 Plan will allow us to continue making various forms of equity- and cash-based incentive awards to our officers, employees, non-employee directors and other eligible personnel similar to those authorized by the 2015 Plan. These awards are integral to our ability to attract and retain highly-skilled personnel who are in great demand in the market. The 2023 Plan will offer participants an opportunity to obtain equity ownership in our company, increasing their personal involvement with our future. The 2023 Plan also will allow us to connect compensation opportunities to the achievement of important short and long-term financial strategic objectives.

2023 SPECIAL MEETING PROXY STATEMENT / 3

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Proxy Summary

Approval of our 2023 Long-Term Incentive Plan (Continued)

The Board believes long-term equity and other forms of incentive compensation are necessary and critical components of our overall compensation program. Similar to other companies in our industry, we believe equity compensation is integral in providing a competitive total compensation package necessary to recruit, retain and reward key employees. Equity awards are commonly used by companies our size, and the ability to provide competitive grants is essential to competing for talent in the highly competitive apparel industry. Therefore, we believe it is imperative to provide long-term incentive awards as a component of our compensation program. We will continue to seek an appropriate balance between meeting employee hiring, retention, and compensation goals and avoiding excessive stockholder dilution.

If the 2023 Plan is not approved, the 2015 Plan will stay in effect until it expires on June 9, 2025. After that date we will lose what has become an indispensable part of our compensation program. The Board believes we would therefore face serious challenges to our ability to attract and retain management and other key personnel which, if not otherwise addressed, would adversely affect our business.  In short, the Board believes strongly that approval of the 2023 Plan is in the best interests of our company and our stockholders and that, if the 2023 Plan is not approved, our business and the interests of our stockholders will be harmed.

Graphic

Based on the information in this “Proxy Summary,” as well as the more detailed information contained in the Proposal No. 1, our Board and our Compensation Committee strongly believe that our stockholders should vote FOR Proposal No. 1— Approval of our 2023 Long-Term Incentive Plan.

For more information with respect to this Proposal, see Proposal No. 1 beginning on page 5.

Adjournment of the Special Meeting

Our stockholders may be asked to consider and act upon one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of Proposal No. 1 set forth in this Proxy Statement.

If a quorum is not present at the Special Meeting, our stockholders may be asked to vote on this proposal to adjourn the Special Meeting to solicit additional proxies. If a quorum is present at the Special Meeting, but there are not sufficient votes at the time of the Special Meeting to approve Proposal No. 1, our stockholders may also be asked to vote on this proposal to approve the adjournment of the Special Meeting to permit further solicitation of proxies in favor of Proposal No. 1.

The Board believes that, if the number of voting shares voting in favor of the proposal to approve the 2023 Plan presented at the Special Meeting is insufficient to approve such a proposal, it is in the best interests of our stockholders to enable the Board, for a limited period of time, to continue to seek to obtain a sufficient number of additional votes in favor of Proposal No. 1. Any signed proxies received by us in which no voting instructions are provided on such matter will be voted in favor of an adjournment in these circumstances. The time and place of the adjourned meeting will be announced at the time the adjournment is taken. Any adjournment of the Special Meeting for the purpose of soliciting additional proxies will allow our stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned or postponed.

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Based on the information in this “Proxy Summary,” as well as the more detailed information contained in the Proposal No. 2, our Board and our Compensation Committee strongly believe that our stockholders should vote FOR Proposal No. 2— Adjournment of the Special Meeting.

For more information with respect to this Proposal, see Proposal No. 2 beginning on page 14.

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PROPOSAL NO. 1 approval of 2023 long-term incentive plan

General Information

Our stockholders are being asked to approve the 2023 Plan as set forth in this Proposal No. 1. Our Board adopted the 2023 Plan on August 25, 2023, subject to approval by our stockholders at our Special Meeting. The 2023 Plan will replace the 2015 Plan. Any shares available under the 2015 Plan, which would otherwise expire on June 9, 2025 (the tenth anniversary of the date of its approval by our stockholders), will not be carried over into our 2023 Plan and no further grants will be made under the 2015 Plan after August 18, 2023, the record date for which information is provided in this Proxy Statement with respect to outstanding stock awards. However, if the 2023 Plan is not approved at our Special Meeting, the 2015 Plan will continue in effect through June 9, 2025.

The 2023 Plan will allow us to make various forms of equity- and cash-based incentive compensation awards to our officers, employees, non-employee directors and other eligible personnel. These awards are integral to our ability to attract and retain highly-skilled personnel who are in great demand in the market. The 2023 Plan will offer participants an opportunity to obtain equity ownership in our company, increasing their personal involvement with our future. The 2023 Plan also will allow us to connect compensation opportunities to the achievement of important short and long-term financial and strategic objectives.

The Board believes long-term equity and other forms of incentive compensation are necessary and critical components of our overall compensation program. Similar to other companies in our industry, we believe equity compensation is integral in providing a competitive total compensation package necessary to recruit, retain and reward key employees. Equity awards are commonly used by companies our size, and the ability to provide competitive grants is essential to competing for talent in the highly competitive apparel industry. Therefore, we believe it is imperative to provide long-term incentive awards as a component of our compensation program. We will continue to seek an appropriate balance between meeting employee hiring, retention, and compensation goals and avoiding excessive stockholder dilution.

In determining the number of shares to be requested, our Compensation Committee, which recommended the 2023 Plan to the Board, considered the overhang created by the 2023 Plan, our historical three-year burn rate and the views of stockholders and proxy advisory firms. The 2,800,000 shares that would be authorized under the 2023 Plan represent 6.1% of our Common Stock outstanding (excluding shares held in treasury) as of the record date. On that date, the reported closing price per share of our Common Stock on the Nasdaq Global Select Market was $20.78 per share.

As of August 18, 2023, the projected overhang created by the 2023 Plan will be 11.6%, assuming the 2023 Plan request is approved by our stockholders, as shown below. The Board views this level of overhang as reasonable and moderate, given the important role equity ownership plays in attracting and retaining employees.

If the 2023 Plan is not approved, the 2015 Plan will stay in effect until it expires on June 9, 2025. After that we would lose an indispensable part of our compensation program. The Board believes we would therefore face serious challenges to our ability to attract and retain management and other key personnel which, if not otherwise addressed, would adversely affect our business.  In short, the Board believes strongly that approval of the 2023 Plan is in the best interests of our company and our stockholders and that, if the 2023 Plan is not approved, our business and the interests of our stockholders will be harmed.

2023 SPECIAL MEETING PROXY STATEMENT / 5

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Proposal No. 1 Approval of the 2023 Plan

Equity Compensation Plan Information

The table includes information regarding all of our outstanding equity awards and shares available for future awards under our 2015 Plan as of August 18, 2023, as well as the projected overhang assuming approval of Proposal No. 1 which gives effect to the retirement of shares under the 2015 Plan and the availability of shares authorized under the 2023 Plan.

  

  

Number of Shares

  

  

Percentage of Shares

of Common Stock

Outstanding on the

on the Record Date

Record Date

Outstanding Stock Options

-

0.0%

Outstanding Full-Value Awards

2,500,334

5.5%

Available for Future Grant under 2015 Plan

971,926

2.1%

Current Overhang as of Record Date

3,472,260

7.6%

Shares Retired under 2015 Plan

(971,926)

-2.1%

New Share Request

2,800,000

6.1%

Projected Overhang

5,300,334

11.6%

Annual share usage, or burn rate, under the 2015 Plan for the current fiscal year and last three fiscal years is shown below:

  

  

  

  

  

  

  

Fiscal 2024 Thru August 18, 2023

Fiscal 2023

Fiscal 2022

Fiscal 2021

3-Year Average 1

Regular Annual Long-Term Incentive Grants

891,038

816,887

503,003

1,280,664

866,851

Weighted Average Common Shares Outstanding

45,996,000

47,653,000

48,426,000

48,242,000

48,107,000

Burn Rate 2

1.94%

1.71%

1.04%

2.65%

1.80%

Shares Granted to our CEO and Vice Chairman in Lieu of Contractual Cash Bonuses for Fiscal 2022 3

-

102,412

-

-

34,137

Performance-Based Award Granted to our CEO in Connection with New Employment Agreement

380,000

-

-

-

-

Burn Rate 4

2.76%

1.93%

1.04%

2.65%

1.87%

1 3-Year Average reflects Fiscal Years 2021, 2022 and 2023. The portion of FY 2024 through August 18, 2023 is excluded from the average.

2 Calculated by dividing the number of shares granted for regular annual incentive awards during each fiscal year by the basic-weighted average number of shares of Common Stock outstanding for that fiscal year.

3 Excludes 465,527 shares granted as a dollar-for-dollar replacement in lieu of contractual cash bonuses earned by our Chairman and CEO and Vice Chairman and President for fiscal 2022 performance.

4 Calculated by dividing the total number of shares granted during each fiscal year by the basic-weighted average number of shares of Common Stock outstanding for that fiscal year.

During this period, G-III repurchased 3,842,362 shares of Common Stock.

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Proposal No. 1 Approval of the 2023 Plan

Reasons for Stockholder Approval

The Board seeks stockholder approval of the 2023 Plan in order to meet the requirements of the Nasdaq Global Select Market, on which our shares are listed. Approval of the 2023 Plan will allow us to continue to grant equity incentives which have become an indispensable part of our compensation program. If the 2023 Plan is not approved, the 2015 Plan will remain in effect but the Board believes we could face serious challenges to our ability to attract and retain management, non-employee directors and other key personnel which would adversely affect our business. In addition, we regard stockholder approval of the 2023 Plan as desirable and consistent with our past practice and with corporate governance best practices generally.

In short, the Board believes strongly that approval of the 2023 Plan described above will serve the best interests of G-III and our stockholders and that, if the 2023 Plan is not approved, our business and the interests of our stockholders will be harmed.

Certain Features Included in the Proposed 2023 Plan

The 2023 Plan contains provisions that support shareholder interests and demonstrate good governance practices:

The 2023 Plan would allow us to grant various forms of equity- and cash-based incentive compensation opportunities, including nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units and performance-based stock or cash awards and, in turn, provide our Compensation Committee with sufficient flexibility to structure appropriate incentives and respond to market-competitive changes in compensation practices.
There is no “evergreen” provision for automatically replenishing the authorized pool of shares available for awards under the 2023 Plan.
The 2023 Plan prohibits repricing options and stock appreciation rights without shareholder approval.
Grants of discounted stock options with exercise prices set below the fair market value of our Common Stock on the date of grant are prohibited.
If the 2023 Plan is approved, our Named Executive Officers are required to hold for at least one year 50% of any shares they acquire upon exercise of stock options or stock appreciation rights, determined on a net basis after accounting for any shares withheld to pay taxes and/or the exercise price. This will supplement and expand on our Company’s current stock ownership guidelines, as described on page 31 in the Compensation Discussion and Analysis for fiscal 2023.
Shares repurchased by us on the open market with proceeds from the exercise of stock options may not be returned to the pool of shares available for awards under the 2023 Plan.
Awards of equity are subject to a minimum vesting period of one year, except in the very limited circumstance when an award is granted in connection with a participant voluntarily giving up the contractual right to a cash bonus.
Awards made under the 2023 Plan are subject to our executive incentive compensation clawback policies.
Our Compensation Committee grants performance-based awards to our Named Executive Officers and other members of senior management under the 2023 Plan and has determined that 60% of the grants made to our Chief Executive Officer and to our Vice Chairman will be performance-based.
The 2023 Plan does not contain liberal share-counting rules.

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If dividend and dividend equivalents are credited to awards of restricted stock and restricted stock units, they will be subject to the same vesting requirements as the underlying award and would only be paid upon vesting.

Summary of the 2023 Plan

A general description of the principal terms of the 2023 Plan adopted by the Board is set forth below. This description does not purport to be a complete description of all the provisions of the 2023 Plan and is qualified in its entirety by reference to the full text of the 2023 Plan, set forth in Appendix A.

TYPES OF AWARD; ELIGIBILITY

The 2023 Plan will enable us to grant nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, other forms of equity-based awards and performance-based cash incentive awards to our and any of our subsidiaries’ employees, non-employee directors, consultants, independent contractors and other service providers and to grant “incentive stock options” (within the meaning of Section 422 of the Code) to our and any of our subsidiaries’ employees. We estimate that the total number of eligible persons currently is approximately 4,900; a total of 140 employees and directors hold outstanding equity awards under our 2015 Plan.

AUTHORIZED SHARES; SHARE-COUNTING RULES

We will be able to issue up to 2,800,000 shares of our Common Stock pursuant to new awards made under the 2023 Plan, subject to the following share-counting rules:

The total number of shares covered by an award of stock appreciation rights that is settled in shares (and not just the number of shares issued in settlement of the award) will be deemed to have been issued;
Shares that are used or withheld to satisfy the exercise price or tax withholding obligations under an award will be deemed to have been issued under the 2023 Plan and will not be available for issuance under future grants;
Shares purchased by us with cash received from the exercise of an option will not be available for awards made under the 2023 Plan;
The total number of shares covered by awards issued after August 18, 2023 and before the 2023 Plan is approved by our stockholders, if so approved, will be deemed to have been issued under the 2023 Plan and will reduce the shares available under the 2023 Plan;
If G-III or one of our subsidiaries acquires or combines with another company that has a pre-existing plan that was not adopted in connection with such acquisition or merger, then the shares available under such pre-existing plan (after making any appropriate adjustments as a result of the transaction) will be available for issuance under the 2023 Plan without reducing the number of shares otherwise available under the 2023 Plan, as long as such shares are issued to individuals who were not employed by or providing services to G-III or our subsidiaries immediately prior to such transaction and as long as the awards covering such shares are issued before such pre-existing plan otherwise would have expired; and
The following shares will be deemed not to have been issued and will remain available for issuance under new awards:
(a)shares covered by an option or stock appreciation right that is forfeited or otherwise terminated or canceled for any reason other than exercise;
(b)shares covered by restricted stock, restricted stock unit or other awards that are forfeited;
(c)shares covered by an award that is settled in cash or that otherwise terminates without shares being issued; and
(d)shares issued pursuant to awards that are assumed, converted or substituted as a result of the acquisition of another company or a combination with another company.

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ADJUSTMENTS FOR CAPITAL CHANGES

In the event of a stock split, reverse stock split, stock dividend, extraordinary cash dividend or other capital change involving the outstanding shares of our Common Stock, the aggregate number of shares that may be issued under the 2023 Plan, the number, class and exercise price of shares covered by outstanding awards and performance goals expressed in or with respect to shares will be subject to equitable adjustment in order to avoid undue dilution or enlargement of the benefits available under the 2023 Plan and any outstanding awards.

ADMINISTRATION

In general, the Compensation Committee of the Board, acting in its discretion, has full authority and responsibility for administering the 2023 Plan. Subject to the terms of the 2023 Plan, the Compensation Committee may select the persons who will receive awards, determine the types of awards to be granted and prescribe the terms and conditions of such awards. The Compensation Committee is also responsible for construing, interpreting and applying the provisions of the 2023 Plan and of any award made under the 2023 Plan, and its decisions and determinations are final and binding on all persons. We will indemnify the members of the Compensation Committee and others to whom authority is delegated for claims they may incur in connection with the administration of the 2023 Plan, unless attributable to fraud or willful misconduct.

VESTING LIMITATIONS

The Compensation Committee does not have the authority to accelerate the vesting of an outstanding award by reason of a participant’s termination of employment unless either (a) the termination is in connection with a change in control of our company (as defined in the 2023 Plan) or on account of the participant’s death, disability or retirement, or (b) the termination occurs for any other reason and the aggregate number of shares the Company may issue by reason of such acceleration of vesting under this clause (b) does not exceed 5% of the total number of shares that may be issued under the 2023 Plan. In addition, all share-based awards granted by the Compensation Committee must provide a vesting condition of at least one year, except in the very limited circumstance when an award is granted in connection with a participant voluntarily giving up the contractual right to a cash bonus.

STOCK OPTIONS

The Compensation Committee may grant stock options under the 2023 Plan, subject to such terms and conditions as the Compensation Committee may prescribe. Stock options granted under the 2023 Plan may be classified as “incentive stock options” (within the meaning of Section 422 of the Code) or as nonqualified stock options (i.e., options which do not qualify as “incentive stock options”). The exercise price of any stock option granted under the 2023 Plan must be at least equal to the fair market value of our Common Stock on the date the option is granted (110% of fair market value in the case of “incentive stock options” granted to ten percent stockholders). The maximum term of an option granted under the 2023 Plan is ten years (five years in the case of “incentive stock options” granted to ten percent stockholders (as defined in the 2023 Plan).  Our named executive officers are required to hold for at least one year 50% of any shares they acquire upon exercise of stock options, determined on a net basis after accounting for any shares withheld to pay taxes and/or the exercise price.

STOCK APPRECIATION RIGHTS

The Compensation Committee may grant stock appreciation rights under the 2023 Plan, subject to such terms and conditions as the Compensation Committee may prescribe. A stock appreciation right allows the participant to receive payment, in cash and/or shares of our Common Stock, equal to the difference between the fair market value of our Common Stock on the date the stock appreciation right is exercised, and the base price specified in the award. The base price must be at least equal to the fair market value of our Common Stock on the date the stock appreciation right is granted. The maximum term of a stock appreciation right granted under the 2023 Plan is ten years. Our named executive officers are required to hold for at least one year 50% of any shares they acquire upon exercise of stock appreciation rights, determined on a net basis after accounting for any shares withheld to pay taxes.

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RESTRICTED STOCK

The Compensation Committee may grant restricted stock awards under the 2023 Plan, pursuant to which shares of our Common Stock are issued to the participant subject to specified vesting and other terms and conditions. In general, the holder of restricted shares will have all of the rights of a stockholder with respect to such shares. Dividends on restricted shares will be subject to the same vesting, forfeiture and payment terms and conditions that apply to the restricted shares. In general, if the recipient of a restricted stock award terminates employment or service, any unvested shares will be forfeited.

RESTRICTED STOCK UNITS

The Compensation Committee may grant restricted stock units under the 2023 Plan. Restricted stock units represent the right to receive shares of our Common Stock in the future, subject to specified vesting and other terms and conditions. Vested restricted stock units may be settled in cash and/or shares of our Common Stock. The holder of restricted stock units may not vote the underlying shares before the units become vested and the shares are issued. The Compensation Committee may provide for the crediting of dividend equivalents with respect to restricted stock units (based upon dividends paid to our stockholders), subject to applicable vesting and payment conditions. In general, if the recipient of restricted stock units terminates employment or service, any unvested restricted stock units (and related dividend equivalents, if any) will be forfeited.

OTHER FORMS OF STOCK AWARD; PERFORMANCE-BASED CASH INCENTIVE AWARDS

The Compensation Committee may grant other forms of awards under the 2023 Plan that are denominated or payable in, valued in whole or in part by reference to, or otherwise based upon or related to, shares of our Common Stock, including, for example, performance share awards, performance unit awards, stock bonus awards and dividend equivalent awards. Any such other awards will be settled in the form of cash and/or shares of our Common Stock and will be subject to the provisions of the 2023 Plan and any vesting and other terms and conditions prescribed by the Compensation Committee. In addition, the 2023 Plan authorizes the Compensation Committee to make annual and/or long-term cash incentive awards that are contingent on the achievement of pre-established performance goals and such other terms and conditions as the Compensation Committee may prescribe.

PERFORMANCE AWARDS AND METRICS

The 2023 Plan includes the following list of criteria on which performance goals for performance awards under the 2023 Plan may be based:

(a)revenues on a corporate or product by product basis, gross profit or gross profit growth;
(b)earnings from operations, earnings before or after taxes, earnings before or after interest, depreciation, amortization, incentives, service fees and/or extraordinary or special items;
(c)net income or net income per common share (basic or diluted);
(d)return measures, including return on assets, return on investment, return on capital, total capital or tangible capital, return on sales or return on equity;
(e)cash flow, free cash flow, cash flow return on investment, or net cash provided by operations;
(f)economic value created or added;
(g)operating margin or profit margin;
(h)expense or costs targets;
(i)objective measures of customer satisfaction;
(j)working capital targets;
(k)inventory control;
(l)debt targets;
(m)implementation, completion or attainment of measurable objectives with respect to store openings or closings, acquisitions and divestitures, and recruiting and maintaining personnel; and/or

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(n)share price (including, without limitation, growth measures, market capitalization and/or total stockholder return).

TRANSFERABILITY OF AWARDS

In general, awards made under the 2023 Plan may not be transferred or assigned, except under certain circumstances as may be permitted by the Compensation Committee.

RECOUPMENT OF AWARDS

The 2023 Plan provides that shares and/or cash distributed pursuant to awards made under the 2023 Plan are subject to our incentive compensation clawback policies as in effect from time to time and, as applicable, the clawback requirements of Section 954 of the Dodd-Frank Act and of the Nasdaq rules.

NO REPRICING OF AWARDS

Without the approval of our stockholders, we may not (a) reduce the exercise price of options or stock appreciation rights, (b) cancel outstanding options or stock appreciation rights in exchange for options or stock appreciation rights with a lower exercise price or (c) cancel options or stock appreciation rights in exchange for cash or securities at a time when the per share exercise price is higher than the per share fair market value of our Common Stock.

PAYMENT OF EXERCISE PRICE AND TAX WITHHOLDING

In general, the exercise price under a stock option and tax withholding obligation resulting from the exercise or settlement of an award may be satisfied in cash and/or in such other ways as the Compensation Committee may permit. If the withholding obligation is satisfied by the participant’s delivery of previously-owned shares or by our issuing a net amount of shares pursuant to which we hold back shares that would otherwise be issued in connection with such settlement the amount of tax covered by share withholding must be based on a rate that is not less than the minimum applicable withholding rate and may be based on a rate that does not exceed the maximum individual statutory rate in the Participant’s applicable tax jurisdiction(s).

CHANGE IN CONTROL

If, in connection with a “change in control” (as defined in the 2023 Plan), existing awards are continued or converted into substantially equivalent awards of the successor company, then the existing or substitute awards will generally remain governed by their respective vesting and other terms and conditions, except that (a) any performance-based earnout condition will be deemed to have been satisfied at the greater of the target level or the level that would have been attained if the pre-Change in Control performance had continued at the same rate through the end of the performance period (unless the Compensation Committee determines in the award agreement to measure performance based on actual performance through the change-in-control date), and (b) vesting of the awards will accelerate and any post-change in control performance conditions will be deemed satisfied at the maximum level (unless the Compensation Committee determines in the award agreement to measure performance based on actual performance through the termination date) if, within two years after the change in control, the participant’s employment terminates by reason of death, or is terminated by the successor company without “cause” or by the participant for “good reason” (as those terms are defined in the 2023 Plan). If an existing award is not continued, assumed or converted into a substantially similar award upon a change in control, then any performance-based earnout condition will be deemed to have been satisfied at the maximum level (unless the Compensation Committee determines in the award agreement to measure performance based on actual performance through the change-in-control date), the award will be deemed to be fully vested immediately prior to the change in control and, to the extent not previously exercised or settled, the award will be canceled at the time of the change in control in exchange for the right to receive the change in control transaction value of the award.

AMENDMENT AND TERMINATION

The Board may amend or terminate the 2023 Plan, provided such action does not have an adverse effect on any then outstanding awards. Amendments to the 2023 Plan will be subject to stockholder approval if such approval is necessary in order to satisfy applicable legal or stock exchange listing requirements. Stock exchange rules generally require stockholder approval of increases in the shares reserved under a plan or other material modifications, but such rules do not require that

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all amendments be submitted to stockholders. Therefore, it is possible that the 2023 Plan could be amended in ways that increase the cost to us without further stockholder approval.

TERM OF THE 2023 PLAN

The 2023 Plan will terminate on the tenth anniversary of the date of its approval by our stockholders.

CERTAIN U.S. INCOME TAX CONSEQUENCES

Set forth below is a brief summary of material U.S. federal income tax consequences applicable to awards made under our 2023 Plan. This discussion is intended for general informational purposes and not as tax guidance to any participant who may receive an award under the 2023 Plan.

NONQUALIFIED STOCK OPTIONS

A nonqualified stock option is an option that does not qualify as an “incentive stock option” under Section 422 of the Code. The grant of a nonqualified stock option is not a taxable event. In general, a participant who exercises a nonqualified stock option will realize ordinary income on the date the option is exercised equal to the excess of the value of the shares acquired on that date over the option exercise price paid for the shares, and we will be entitled to a corresponding tax deduction, subject to the limitations of Section 162(m) of the Code. In general, the participant’s tax basis in the shares will be equal to the value of the shares on the date the option is exercised, and the participant’s holding period for the shares will begin on that date. Gain or loss on a subsequent sale of the shares will be long- or short-term capital gain or loss, depending on whether the sale occurs more than one year after the participant’s holding period begins.

INCENTIVE STOCK OPTIONS

In general, no taxable event will occur upon either the grant or exercise of an option that qualifies as an “incentive stock option” under Section 422 of the Code (although the exercise may have alternative minimum tax consequences to the participant). A participant will realize taxable income (or loss) when shares acquired upon the exercise of an “incentive stock option” are subsequently sold. If the participant sells the shares more than two years after the date the option is granted and more than one year after the date the option is exercised, any gain or loss realized on the sale will be long-term capital gain or loss, and we will not be entitled to a tax deduction. If the participant sells the shares before the end of either of those two holding periods, any gain realized on the sale will be taxable as ordinary income to the extent that the value of the shares on the date the option is exercised exceeds the option exercise price paid for the shares, and any remaining gain will be capital gain. In general, we will be entitled to a tax deduction equal to any ordinary income realized by the participant upon the sale of the shares, subject to the limitations of Section 162(m) of the Code.

STOCK APPRECIATION RIGHTS

The grant of a stock appreciation right is not a taxable event. In general, a participant will realize ordinary income when a stock appreciation right is exercised, equal to the value of the shares of our Common Stock and/or the amount of cash received by the participant in connection with such exercise, and we will be entitled to a corresponding tax deduction, subject to the limitations of Section 162(m) of the Code. The participant’s tax basis in any shares received upon exercise will be equal to the exercise-date value of the shares received, and the participant’s holding period for the shares will begin on that date. Gain or loss on a subsequent sale of the shares will be long- or short-term capital gain or loss, depending on whether the sale occurs more than one year after the participant’s holding period begins.

RESTRICTED STOCK

In general, a participant who receives shares of restricted stock will not realize taxable income unless and until the shares become vested, at which time the participant will realize ordinary income equal to the then fair market value of the vested shares and we will be entitled to a corresponding tax deduction, subject to the limitations of Section 162(m) of the Code. The participant’s tax basis for the shares will be equal to their fair market value on the vesting date and, upon a subsequent sale of the vested shares, the participant will realize long- or short-term capital gain, depending on whether the sale occurs more than one year after the vesting date (when ordinary income was realized). A participant may make an early income election within 30 days after he or she receives shares of restricted stock, in which case the participant will realize ordinary

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income on the date the shares are received equal to the fair market value of the shares on that date (determined without regard to the restrictions), and we would be entitled to a corresponding tax deduction, subject to the limitations of Section 162(m) of the Code. If an early income election is made, no income would be realized if and when the shares become vested and, upon a subsequent sale of the shares, any gain or loss will be treated as long- or short-term capital gain or loss, depending on whether the sale occurs more than one year after the date the shares were issued to the participant (in the form of restricted shares).

RESTRICTED STOCK UNITS AND OTHER AWARDS

In general, a participant who receives shares of our Common Stock and/or cash in settlement of a restricted stock unit or performance share unit award will realize ordinary income equal to the then value of the shares and/or cash he or she received, and we will have a corresponding tax deduction, subject to the limitations of Section 162(m) of the Code. Similarly, if a participant receives cash and/or shares pursuant to a performance unit, performance share or other form of award under the 2023 Plan, then, in general, the participant will realize ordinary income upon such receipt equal to the then fair market value of the shares and/or the amount of cash received, and we will be entitled to a corresponding tax deduction, subject to the limitations of Section 162(m) of the Code. The participant’s tax basis in any such shares received will generally be equal to the value of the shares on the date that ordinary income is realized, and the participant’s tax holding period for the shares will generally begin on that date. Gain or loss on a subsequent sale of the shares will be long- or short-term capital gain or loss, depending on whether the sale occurs more than one year after the participant’s holding period begins.

WITHHOLDING

We have the right to deduct or withhold, or require a participant to remit to us, any amounts sufficient to satisfy applicable tax withholding requirements arising in connection with the exercise, vesting, lapse of restrictions or other taxable event pertaining to any awards made under the 2023 Plan. The Compensation Committee may, at the time the award is granted or thereafter, require or permit any such withholding requirement to be satisfied, in whole or in part, by delivery of, or withholding from the award, shares. If shares of our Common Stock to be issued pursuant to awards under the 2023 Plan are withheld to satisfy the participant’s tax withholding obligations, the withholding must be based upon a tax rate that is no less than the minimum applicable withholding rate and up to the maximum applicable withholding rate.

NEW PLAN BENEFITS

Future grants under the 2023 Plan will be made at the discretion of the Compensation Committee and, accordingly, are not yet determinable, other than the previously approved grant of 320,000 special performance share units (PSUs) to be issued to Morris Goldfarb, our Chairman and Chief Executive Officer, no later than February 29, 2024 and annual equity grants of PSUs and RSUs that will be granted to Morris Goldfarb and Sammy Aaron, pursuant to their respective employment agreements. For more details about the special PSU grant and the annual PSU grants, please refer to the section entitled “Recent Developments” in this Proxy Statement. In addition, benefits under the 2023 Plan will depend on a number of factors, including the fair market value of our Common Stock on future dates. Consequently, it is not possible to determine the benefits that might be received by participants receiving discretionary grants under the 2023 Plan.

Vote Required

Approval of the 2023 Plan requires 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 Special Meeting.

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The Board of Directors deems the approval of the 2023 Plan to be in the best interests of G-III and our stockholders and recommends a vote FOR the 2023 Plan.

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PROPOSAL NO. 2 ADJOURNMENT OF THE SPECIAL MEETING

Our stockholders may be asked to consider and act upon one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of Proposal No. 1 set forth in this Proxy Statement.

If a quorum is not present at the Special Meeting, our stockholders may be asked to vote on this Proposal No. 2 to adjourn the Special Meeting to solicit additional proxies. If a quorum is present at the Special Meeting, but there are not sufficient votes at the time of the Special Meeting to approve Proposal No. 1, our stockholders may also be asked to vote on Proposal No. 2 to approve the adjournment of the Special Meeting to permit further solicitation of proxies in favor of the other Proposals.

If the adjournment proposal is submitted for a vote at the Special Meeting, and if our stockholders vote to approve the adjournment proposal, the meeting will be adjourned to enable the Board of Directors to solicit additional proxies in favor of Proposal No. 1. If the adjournment proposal is approved, and the Special Meeting is adjourned, the Board of Directors will use the additional time to solicit additional proxies in favor of Proposal No. 1 to be presented at the Special Meeting, including the solicitation of proxies from stockholders that have previously voted against Proposal No. 1.

The Board of Directors believes that, if the number of voting shares voting in favor of Proposal No. 1 presented at the Special Meeting is insufficient to approve Proposal No. 1, it is in the best interests of our stockholders to enable the Board of Directors, for a limited period of time, to continue to seek to obtain a sufficient number of additional votes in favor of the Proposal No. 1. Any signed proxies received by us in which no voting instructions are provided on such matter will be voted in favor of an adjournment in these circumstances. The time and place of the adjourned meeting will be announced at the time the adjournment is taken. Any adjournment of the Special Meeting for the purpose of soliciting additional proxies will allow our stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned or postponed.

Vote Required

The approval of the adjournment of the Special Meeting, if necessary or appropriate, to another place, date, or time, if deemed necessary or appropriate, in the discretion of the Board of Directors, requires the affirmative vote of holders of a majority of the issued and outstanding common stock, present in person or represented by proxy and entitled to vote at the Special Meeting.

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The Board of Directors deems Proposal No. 2 to be in the best interests of G-III and our stockholders and recommends a vote FOR approval thereof.

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BENEFICIAL OWNERSHIP OF COMMON STOCK BY CERTAIN STOCKHOLDERS AND MANAGEMENT

The following table sets forth information as of August 18, 2023 (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 G-III’s Fiscal 2023 Summary Compensation Table; and (iv) all directors and executive officers as a group. 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 45,721,002 shares of Common Stock outstanding (excluding treasury shares) as of August 18, 2023 (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

 

4,504,054

(1)

9.9%

Sammy Aaron

 

70,905

(2)

*

Thomas J. Brosig

 

33,745

(3)

*

Dr. Joyce F. Brown

 

(4)

Alan Feller

 

26,423

(5)

*

Jeffrey Goldfarb

 

468,687

(6)

1.0%

Victor Herrero

28,093

(7)

*

Robert L. Johnson

10,799

(8)

*

Patti H. Ongman

 

1,696

(9)

*

Laura Pomerantz

20,271

(10)

*

Michael Shaffer

 

(11)

Cheryl Vitali

 

45,295

(12)

*

Richard White

 

98,496

(13)

*

Andrew Yaeger

(14)

BlackRock, Inc.

 

55 East 52nd Street

New York, NY 10055

7,592,793

(15)

16.6%

The Vanguard Group

 

100 Vanguard Blvd.

Malvern, PA 19355

4,807,357

(16)

10.5%

Madison Avenue International LP

 

150 East 58th St, 14 Fl

New York, NY 10155

3,377,516

(17)

7.4%

Dimensional Fund Advisors LP

 

Building One

6300 Bee Cave Road

Austin, Texas 78746

2,963,911

(18)

6.5%

Neal S. Nackman

 

59,587

(19)

*

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

 

5,368,051

(20)

11.7%

*     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) 2,675,239 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 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) 161,490 shares held by Morris Goldfarb 2018 GRAT JG (Mr. Goldfarb 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 (viii) 161,490 shares held by Morris Goldfarb 2018 GRAT LF (Mr. Goldfarb 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). In addition to the shares listed in the table, Mr. Goldfarb has the right to receive (i) an aggregate of 167,813 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods; and (ii) an aggregate of 743,123 shares of Common Stock pursuant to PSU awards, subject to the

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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)In addition to the shares listed in the table, Mr. Aaron has the right to receive (i) an aggregate of 129,238 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods; and (ii) an aggregate of 224,718 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)In addition to the shares listed in the table, Mr. Brosig has the right to receive an aggregate of 12,080 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods.

(4)Dr. Brown has the right to receive an aggregate of 6,407 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods.

(5)In addition to the shares listed in the table, Mr. Feller has the right to receive an aggregate of 12,934 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods.

(6)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. In addition to the shares listed in the table, Mr. Goldfarb has the right to receive (i) an aggregate of 83,186 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods; and (ii) an aggregate of 83,186 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.

(7)In addition to the shares listed in the table, Mr. Herrero has the right to receive an aggregate of 10,799 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods.

(8)Includes 2,365 shares of Common Stock pursuant to RSU awards, which will vest within 60 days of August 18, 2023. In addition to the shares listed in the table, Mr. Johnson has the right to receive an aggregate of 13,164 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods.

(9)In addition to the shares listed in the table, Ms. Ongman has the right to receive an aggregate of 9,797 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods.

(10)In addition to the shares listed in the table, Ms. Pomerantz has the right to receive an aggregate of 10,799 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods.

(11)Mr. Shaffer has the right to receive an aggregate of 6,407 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods.

(12)In addition to the shares listed in the table, Ms. Vitali has the right to receive an aggregate of 10,799 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods.

(13)Includes (i) 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 (ii) 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 15,069 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods.

(14)Mr. Yaeger has the right to receive an aggregate of 6,407 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods.

(15)Information is derived from the Schedule 13G/A filed by BlackRock, Inc. (“BlackRock”) with the Securities and Exchange Commission on January 26, 2023. 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 7,435,897 of such shares and sole dispositive power with respect to 7,592,793 of such shares. The filing reported that such shares are beneficially owned by several BlackRock subsidiaries.

(16)Information is derived from the Schedule 13G/A filed by The Vanguard Group, Inc. (“Vanguard”) with the Securities and Exchange Commission on April 10, 2023. 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 67,228 of such shares, sole dispositive power with respect to 4,701,339 of such shares and shared dispositive power with respect to 106,018 of such shares.

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Beneficial Ownership of Common Stock by Certain Stockholders and Management

(17)Information is derived from the Schedule 13G filed by (i) Madison Avenue International LP, (ii) Madison Avenue Partners, LP, (iii) EMAI Management, LLC, (iv) Madison Avenue GP, LLC, (v) Caraway Jackson Investments LLC, and (vi) Eli Samaha (collectively “Madison Avenue”) with the Securities and Exchange Commission on February 23, 2023 and reported shared voting power with respect to 3,377,516 of such shares and shared dispositive power of 3,377,516 of such shares. Madison Avenue is an investment adviser in accordance with Exchange Act Rule 13d-1(b)(1)(ii)(E). The filing reported that each of the entities of Madison Avenue may be deemed to be the beneficial owner of the shares of Common Stock owned directly by Madison Avenue International LP.

(18)Information is derived from the Schedule 13G/A filed by Dimensional Fund Advisors LP (“DFA”) with the Securities and Exchange Commission on February 10, 2023. 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 2,904,494 of such shares and sole dispositive power with respect to 2,963,911 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.

(19)In addition to the shares listed in the table, Mr. Nackman has the right to receive (i) an aggregate of 28,152 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods; and (iii) an aggregate of 28,152 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.

(20)Includes 2,365 shares of Common Stock pursuant to RSU awards, which will vest within 60 days of August 18, 2023. 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 523,051 shares pursuant to RSU awards, subject to the satisfaction of required time vesting periods; and (ii) an aggregate of 1,079,179 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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Executive Compensation

Because Proposal No. 1 relates to a compensation plan in which executive officers and directors of the Company will participate, the Company is required under applicable disclosure rules to furnish certain executive compensation information related to our last completed fiscal year, the fiscal year ended January 31, 2023 (“fiscal 2023”). As such, the information contained in the section entitled “Compensation Discussion and Analysis” and the related compensation tables contained in the section entitled “Executive Compensation Tables” consists of information and tables that were included in our proxy statement for the 2023 Annual Meeting of Stockholders (the “2023 Annual Proxy Statement”), which was filed with the SEC on May 5, 2023 (collectively, the “Annual Meeting Proxy Statement Information”).  The disclosures in the following section entitled “Recent Developments” describe annual equity grants to Named Executive Officers and directors, as well as the new employment agreements entered into with each of Morris Goldfarb and Sammy Aaron, all of which occurred after the end of fiscal 2023 and, accordingly, were all not described in the 2023 Annual Meeting Proxy Statement.

Recent Developments

Annual Equity grants to NEOs on April 27, 2023

On April 27, 2023, the Compensation Committee awarded to our Named Executive Officers (“NEOs”) an aggregate of 300,963 performance share units (“PSUs”) pursuant to the 2015 Plan.  The PSUs will enable the Named Executive Officers to receive shares of our common stock if and to the extent that the PSU awards vest based on the Company’s performance against two metrics: three-year cumulative earnings before interest and taxes (“Adjusted EBIT”) and three-year average return on invested capital (“ROIC”).  The actual number of PSUs that may vest is subject to adjustment based on the performance level achieved relative to each metric.  For more information with respect to these PSUs, please see the Current Report on Form 8-K that the Company filed with the SEC on May 1, 2023. On April 27, 2023, the Compensation Committee also awarded to our NEOs an aggregate of 248,873 restricted stock units with three-year cliff vesting.

Annual RSU grants to directors on March 29, 2023

On March 29, 2023, consistent with our historical practice, the Compensation Committee authorized an annual RSU grant to each of our non-employee directors valued at $130,000.  The Lead Independent Director received an additional annual grant of RSUs valued at $50,000, the Chair of the Audit Committee received an additional annual grant of RSUs valued at $25,000 and the Chair of the Nominating and Corporate Governance Committee received an additional annual grant of RSUs valued at $15,000. These grants which were made on the date of the 2023 Annual Meeting, vest on the first anniversary of the date of the Annual Meeting (on June 8, 2024). All of these RSU grants were subject to the election of each director nominee as a director at the 2023 Annual Meeting.

New Employment Agreements with Morris Goldfarb and Sammy Aaron

The Company has entered into new employment agreements with Morris Goldfarb, our Chairman and Chief Executive Officer, (the “Chairman and CEO Agreement”) as well as with Sammy Aaron, our Vice Chairman and President (the “Vice Chairman and President Agreement”).

Employment Agreement with Morris Goldfarb

The Chairman and CEO Agreement with Mr. Goldfarb, effective as of August 9, 2023, is the result of a process involving discussions between Mr. Goldfarb and our Compensation Committee that took place over several months. The Compensation Committee and our Board of Directors listened to the concerns that our stockholders voiced regarding the prior compensation arrangements with Mr. Goldfarb. The Committee and the Board factored in the lack of shareholder support received for the Company’s Say on Pay proposals in recent years. The Committee and the Board had tried over the years to be responsive to our stockholders, but faced the reality that the Company could not unilaterally change the existing employment agreement with Mr. Goldfarb which has a term that runs through January 31, 2026.  

Mr. Goldfarb voluntarily engaged with us and worked with us in agreeing to the Chairman and CEO Agreement. The major financial metrics contained in the Chairman and CEO Agreement were first outlined in May 2023.

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Compensation Discussion and Analysis

The major changes to Mr. Goldfarb’s compensation package under the Chairman and CEO Agreement are threefold:

1)A change to the structure of Mr. Goldfarb’s annual cash incentive designed to align with current market practice and to reduce the size of the annual cash incentive.
2)A change in the mix of annual cash compensation and annual equity grants that increases the weighting of equity versus cash and encourages long-term performance and shareholder value creation.
3)In recognition of the significant reduction in the annual cash incentive agreed to by Mr. Goldfarb, a one-time grant of performance share units (PSUs) that may be earned over three years if certain stock price and relative Total Shareholder Return targets are achieved.

The annual cash incentive provision in the Chairman and CEO Agreement is expected to result in a substantial reduction in the annual incentive cash payment that would have been earned under the terms of Mr. Goldfarb’s prior employment agreement with the Company. Instead of an annual cash incentive based on 6% of pre-tax income, Mr. Goldfarb is eligible for a target annual cash incentive award of $4,000,000, payable if predefined performance metrics are achieved. The award is subject to a hard dollar cap if the performance metrics are exceeded.  The performance metrics include a minimum performance level that will result in no cash incentive payment to Mr. Goldfarb if the Company’s results fall below threshold. The award will also include adjustments for share dilution and EPS increases and decreases. This structure is consistent with incentive programs used by comparable companies.

The Chairman and CEO Agreement is designed to reduce the annual incentive cash compensation paid to Mr. Goldfarb and increase the portion paid in equity.  This shift in the mix of cash and equity compensation responds to concerns raised by stockholders about the structure of the Company’s compensation arrangements. The Chairman and CEO Agreement provides that Mr. Goldfarb will receive an annual equity grant of 300,000 shares with a maximum grant date fair value of $6,000,000 composed 60% of PSUs and 40% of time vested RSUs, vesting at the end of three years if the performance and service conditions are met.

Recognizing that the annual incentive cash payments that Mr. Goldfarb is expected to receive under the terms of his Employment Agreement are significantly lower than under his prior employment agreement, the Employment Agreement provides for a grant of 700,000 PSUs that may be earned over three years if certain stock price, relative Total Shareholder Return (“TSR”) targets and service conditions are achieved. The target stock price for full vesting is $30.  This stock price target is approximately double the price of the Company’s stock when negotiation of the Employment Agreement between Mr. Goldfarb and the Compensation Committee began. In addition, the number of shares that may be earned is subject to a modifier based on the Company’s relative TSR compared to the component companies in the S&P 1500 Apparel, Accessories and Luxury Goods Index.

We believe that the Chairman and CEO Agreement, taken as a whole, is responsive to comments from our stockholders and represents a better alignment of our compensation program with stockholder interests and contemporary market practice.  We want to emphasize that we listened to our stockholders during outreach, considered our Say on Pay results and acted accordingly. We also acknowledge that Mr. Goldfarb voluntarily engaged with us and worked with us in agreeing to the Chairman and CEO Agreement.

Employment Agreement with Sammy Aaron

The Vice Chairman and President Agreement with Mr. Aaron, effective as of August 29, 2023, is the result of a process involving discussions between Mr. Aaron and our Compensation Committee. The Compensation Committee and our Board of Directors listened to the concerns that our stockholders voiced regarding the prior compensation arrangements with Mr. Aaron. The Committee and the Board factored in the lack of shareholder support received for the Company’s Say on Pay proposals in recent years. The Committee and the Board had tried over the years to be responsive to our stockholders, but faced the reality that the Company could not unilaterally change the existing employment agreement with Mr. Aaron which has a term that runs through January 31, 2025.  

Mr. Aaron voluntarily engaged with us and worked with us in agreeing to the Vice Chairman and President Agreement.

The major changes to Mr. Aaron’s compensation package under the Vice Chairman and President Agreement are (i) a change to the structure of Mr. Aaron’s annual cash incentive designed to align with current market practice and to reduce

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the size of the annual cash incentive and (ii) a change in the mix of annual cash compensation and annual equity grants that increases the weighting of equity versus cash and encourages long-term performance and shareholder value creation. The Vice Chairman and President Agreement also provides for a special bonus and a retention bonus in recognition of the significant reduction in the annual cash incentive agreed to by Mr. Aaron.

The annual cash incentive provision in the new Vice Chairman and President Agreement is expected to result in a substantial reduction in the annual incentive cash payment that would have been earned under the terms of Mr. Aaron’s prior employment agreement with the Company. Instead of an annual cash incentive based on 4% of pre-tax income, Mr. Aaron is eligible for a target annual cash incentive award of $3,000,000, payable if predefined performance metrics are achieved. The award is subject to a hard dollar cap if the performance metrics are exceeded.  The performance metrics include a minimum performance level that will result in no cash incentive payment to Mr. Aaron if the Company’s results fall below threshold. The award will also include adjustments for share dilution and EPS increases and decreases. This structure is consistent with incentive programs used by comparable companies.

The Vice Chairman and President Agreement is designed to reduce the annual incentive cash compensation paid to Mr. Aaron and increase the portion paid in equity.  This shift in the mix of cash and equity compensation responds to concerns raised by stockholders about the structure of the Company’s compensation arrangements. The Vice Chairman and President Agreement provides that Mr. Aaron will receive an annual equity grant of 225,000 shares with a maximum grant date fair value of $4,500,000 with 60% of such shares composed of performance stock units (“PSUs”) and 40% of such shares composed of time vested restricted stock units (“RSUs”), vesting at the end of three years if the performance and service conditions are met. These grants will be made under the Company’s 2015 Long Term Incentive Plan (the “2015 Plan”) or such other plan that replaces the 2015 Plan (collectively the “Plan”).

Recognizing that the annual incentive cash payments that Mr. Aaron is expected to receive under the terms of the Vice Chairman and President Agreement are significantly lower than under the prior employment agreement, the Vice Chairman and President Agreement provides for a one-time special bonus of $2,000,000 payable shortly after entering into the Vice Chairman and President Agreement and a one-time retention bonus of $1,000,000, payable shortly after January 31, 2025, provided that, as of January 31, 2025, the Company has not terminated the Vice Chairman and President Agreement for “cause” or Mr. Aaron shall not have terminated the Vice Chairman and President Agreement without “cause” or without “Good Reason” (each of the terms as defined in the Vice Chairman and President Agreement).

We believe that the Vice Chairman and President Agreement, taken as a whole, is responsive to comments from our stockholders and represents a better alignment of our compensation program with stockholder interests and contemporary market practice.  We want to emphasize that we listened to our stockholders during outreach, considered our Say on Pay results and acted accordingly. We also acknowledge that Mr. Aaron voluntarily engaged with us and worked with us in agreeing to the new Vice Chairman and President Agreement.

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COMPENSATION DISCUSSION AND ANALYSIS

Our Compensation Discussion and Analysis (CD&A) presents our executive compensation for fiscal 2023, 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. Information in this section with respect to the employment agreements with each of Morris Goldfarb and Sammy Aaron are based on those agreements as in effect during fiscal 2023.

CD&A Table of Contents

22

EXECUTIVE SUMMARY

30

Other Compensation Elements

22

Our Business Performance in Fiscal 2023

31

Employment Agreements

24

Our Pay Mix is Heavily Weighted Towards Incentive-Based Compensation

31

OTHER COMPENSATION AND GOVERNANCE PROGRAMS, POLICIES AND CONSIDERATIONS

24

Our Stockholder Outreach Initiative

31

Stock Ownership Guidelines

25

Our “Say on Pay” Results Last Year and Our Response

32

Clawback/Executive Incentive Compensation Recoupment Policy

26

Our Compensation Program Reflects Best Practices

32

Anti-Hedging Policy

27

ELEMENTS OF OUR COMPENSATION PROGRAM―WHAT WE PAY AND WHY

32

Anti-Pledging Policy

27

Our Compensation Philosophy

32

HOW WE MAKE COMPENSATION DECISIONS

27

Base Salary

32

The Role of the Compensation Committee

27

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

32

The Role of Management

28

Annual Cash Incentives for Our Other Named Executive Officers

32

The Role of Independent Compensation Consultants

29

Long-Term Incentives

33

The Role of Competitive Marketplace Practice

30

Timing of Equity Awards

33

The Consideration of Risk

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Executive Summary

During fiscal 2023, the following individuals were our NEOs:

Name

Age

Title

Years with G-III

Morris Goldfarb

72

Chairman of the Board and Chief Executive Officer

49

Neal S. Nackman

63

Chief Financial Officer and Treasurer

19

Sammy Aaron

63

Vice Chairman and President

17

Jeffrey Goldfarb

46

Executive Vice President and Director of Strategic Planning

20

OUR BUSINESS PERFORMANCE IN FISCAL 2023

We navigated through significant headwinds during fiscal 2023, but we believe we are on the path to position the Company for future success.

Net Sales

$3.2B

Increased from $2.8B last year; compares to $3.2B three years ago pre-pandemic

Adjusted EBITDA*

$266M

Despite strong top-line performance, we faced supply chain challenges that impacted our profitability

Non-GAAP Net Income*

$139M

Compares to $208M last year

Non-GAAP Diluted Net Income Per Share*

$2.85

Compares to $4.20 last year

*Please see Appendix A for a reconciliation of Adjusted EBITDA, Non-GAAP Net Income and Non-GAAP Diluted Net Income Per Share to GAAP amounts.

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 successfully operated in fashion markets that are intensely competitive. Our ability to continuously evaluate and respond to changing consumer demands and tastes, across multiple market segments, distribution channels and geographic areas, is critical to our success.

Our Board believes the relative performance of our Common Stock, as measured by total stockholder return, is an important performance indicator. Despite strong operating 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 believe that our stockholders attribute this underperformance to the uncertainty related to the renewal of important licenses, challenges faced by our department store customers and our own retail stores, and the uncertainties of operating a business where we import a significant amount of our product from China. We are confident that the initiatives we are undertaking, described below, will build shareholder value.

In May 2022, we acquired the remaining 81% interest in the iconic Karl Lagerfeld brand. The addition of the Karl Lagerfeld brand to our portfolio of owned brands advances several of our strategic initiatives, including increasing the direct ownership

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Compensation Discussion and Analysis

of brands, capitalizing on their licensing opportunities and further diversifying our global presence. This acquisition represents a significant opportunity to expand our international growth by further developing our European-based brands, which also include Vilebrequin and Sonia Rykiel. We believe that Karl Lagerfeld’s existing digital channel presence could enable us to enhance our omni-channel business and further accelerate our digital initiatives.

In November 2022, we announced the extension of the licenses for Calvin Klein and Tommy Hilfiger products. The amendments to the license agreements for these products provide for staggered extensions by category that expire beginning December 31, 2024 and continuing through December 31, 2027. PVH Corp., the owner of these two brands, has indicated that it intends to produce these products itself once the license agreements expire.

We have been actively pursuing a number of near-term growth initiatives across our current owned and licensed brands, as well as with respect to private label brands, including category, geographic and digital expansion. We are also directing resources toward new growth areas, including further leaning into building our own brands, broadening our European business, developing new licensing opportunities and continuing to acquire new businesses. Our team remains steadfast in its focus on executing our strategy for long-term value creation. We believe that our management team, led by Morris Goldfarb, our Chairman and 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.

Near-term growth initiatives include:

Taking advantage of the strength of our owned Karl Lagerfeld and DKNY brands, as well as our European-based Vilebrequin and Sonia Rykiel brands, to continue to grow internationally;

Repositioning and expansion of the Donna Karan brand for Spring 2024;

Signing a new long-term, multi-category license for women’s apparel for the Nautica brand in North America with initial product offerings targeted for January 2024.

In addition to developing and expanding our DKNY and Donna Karan brands, focusing on our global power brands and expanding our international business, other strategic growth initiatives include:

Owning brands- We own a portfolio of proprietary brands including DKNY, Donna Karan, Karl Lagerfeld, Vilebrequin, Eliza J, Jessica Howard, G.H. Bass, Andrew Marc and Sonia Rykiel. Owning brands provides a number of advantages including higher operating margins, the ability to generate licensing revenues and building equity in these brands to benefit the long-term interests of our stockholders; and
Increasing digital channel 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. Our global power brands serve as the anchor of our business and 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.
Increasing our private label business - Through our overseas office and strong relationships with retailers, and brands, we have built a solid private label business which increased by 50% in fiscal 2023. Our private label customers include department store, specialty, off-price and club retailers and we recently expanded into mass retail.

We maintained a strong financial position with approximately $750 million of liquidity in cash and availability at fiscal year-end. We also repurchased $27 million of stock last year and authorized an increase to 10 million shares under our share repurchase program.

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OUR PAY MIX IS HEAVILY WEIGHTED TOWARDS INCENTIVE-BASED COMPENSATION

In fiscal 2023, our CEO and our Vice Chairman did not earn any cash bonuses, and bonuses to our other NEOs declined as well. As a result, 82% of our CEO’s compensation and more than 73% of the average compensation of our other NEOs in fiscal 2023 consisted of at-risk annual and long-term incentive compensation.

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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

2023

88%

59%

2022

93%

70%

2021

89%

62%

2020

91%

59%

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

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OUR “SAY ON PAY” RESULTS LAST YEAR AND OUR RESPONSE

At last year’s Annual Meeting of Stockholders, a majority of our stockholders did not support our Say on Pay proposal despite the significant steps we took to reconfigure the compensation program in fiscal 2022. The major issues raised by our stockholders involved the contractual annual cash incentive formulas in effect for our Chairman and CEO and our Vice Chairman and President. We believe that the annual cash incentive formula, as evidenced by its application in fiscal 2023, is a reasonable performance metric that rewards results that meet or exceed our forecasts and provides for reduced or no annual cash incentive award when results are below our forecasts.  For fiscal 2023, the Company recorded a non-cash impairment charge of $347 million related to our write-down of goodwill resulting in the Company reporting a net loss of $138.2 million for fiscal 2023. Notwithstanding shareholders’ concerns regarding the use of our current cash incentive formula, as a result of the net loss reported by us for the year, Mr. Goldfarb and Mr. Aaron did not earn any cash bonuses for fiscal 2023. Their total compensation for fiscal 2023 as set forth in the Fiscal 2023 Summary Compensation Table is significantly less than their total compensation for fiscal 2022.

Neither the Board nor the Compensation Committee exercised discretion with respect to Mr. Goldfarb’s and Mr. Aaron’s compensation.  In addition, annual cash bonuses for our other NEOs were based on pre-established criteria.  On average, these cash bonuses declined by 22%.

Last year, the Compensation Committee successfully negotiated substantial changes to the annual cash incentives earned by our Chairman and CEO and our Vice Chairman and President for fiscal 2022 with both executives voluntarily agreeing to amend their employment agreements.

Mr. Goldfarb is eligible to receive approximately 6% of pre-tax income and Mr. Aaron is eligible to receive approximately 4% of pre-tax income as annual cash bonuses. Given record profitability in fiscal 2022, our CEO earned a cash bonus of $17,168,681 and our Vice Chairman and President earned a cash bonus of $11,207,333 for that fiscal year.  The Compensation Committee negotiated a cap on the amount of these cash bonuses, reducing Mr. Goldfarb’s cash bonus to $7,500,000 and Mr. Aaron’s cash bonus to $7,250,000.  

The remaining amounts were paid in stock and the stock awards were subject to significant holding periods of three years for our Chairman and CEO and one year for our Vice Chairman and President.  In lieu of the remaining portion of his cash bonus, Mr. Goldfarb received 415,704 shares valued at $12,167,656 on March 29, 2022. Based on the closing price of $16.12 for our common stock on April 17, 2023, the record date for the Annual Meeting, these shares are now worth $6,701,148. Mr. Aaron received 152,235 shares valued at $4,455,918. Based on the closing price of $16.12 for our common stock on April 17, 2023, these shares are now worth $2,454,028. We believe that the revisions to the manner in which the annual incentive for fiscal 2022 was paid to each of our Chairman and CEO and our Vice Chairman and President further aligned their interests with our stockholders.

After the significant voluntary amendment of these employment agreements failed to produce majority support for Say on Pay last year, it was determined that the contractual bonus arrangements were not merely compensation matters, but also constituted a corporate governance issue that the full Board needed to address.

The Board of Directors took the following steps:

An Ad Hoc Committee of independent directors was formed in August 2022 to review alternatives to the annual incentive arrangements in the employment agreements.
The Ad Hoc Committee retained a second independent compensation consulting firm to review the annual incentive arrangements, provide fresh thinking and define alternative approaches for compensation for Mr. Goldfarb and Mr. Aaron.
Based on the advice received from the compensation consultants, the Ad Hoc Committee presented several alternatives to the executives that were structured to bring their compensation in line with market practice.
The Board also informed the executives that if agreement on new compensation packages and amendments to the employment agreements were not reached, the current contracts would not be extended beyond their then current expiration dates, which were January 31, 2025 for Mr. Goldfarb and January 31, 2024 for Mr. Aaron.
If the agreements were not extended, Mr. Goldfarb’s cash bonus formula would continue to apply to fiscal 2023, 2024 and 2025 and Mr. Aaron’s cash bonus formula would continue to apply to fiscal 2023 and 2024.

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Compensation Discussion and Analysis

If the agreements were not extended and the executives’ employment terminated, severance benefits equal to three years of salary and bonus would be payable to Mr. Goldfarb, estimated at approximately $34.8 million. Severance benefits equal to two years of salary and bonus would be payable to Mr. Aaron, estimated at approximately $15.6 million.
The Compensation Committee intended to negotiate new compensation packages during this period.

As announced in November 2022, the Company’s licenses with PVH to manufacture the Calvin Klein and Tommy Hilfiger brands were amended to expire in fiscal 2025 through fiscal 2028. In addition, PVH indicated its intension to produce these products itself after the expiration of the terms of these licenses. As a result, the Company faces a significant decline over time in future revenues from these two major global brands.  

The Board determined that senior management continuity was paramount while the Company works to mitigate the impact of the license expirations on future operating results. We believe that the inability to secure long-term license renewals for Calvin Klein and Tommy Hilfiger created uncertainty and that our stockholders believe such uncertainty contributed to the significant decline in our stock price during the fourth quarter of fiscal 2023.  

We believe that the failure to extend the employment agreements shortly after the PVH announcement would have been interpreted as a vote of no confidence in senior management, creating more uncertainty for our retail partners, our vendors and our employees. The Board also believes that Mr. Goldfarb’s and Mr. Aaron’s proven track record for delivering results, significant experience and relationships across the industry are key to the Company’s strategy to replace the revenues that are expected to be lost over time as a result of the staggered expiration of the Calvin Klein and Tommy Hilfiger licenses.

Given the need for management continuity and strategic insight, it was decided that it was in the best interests of the Company to allow the extension of the employment agreements of Mr. Goldfarb and Mr. Aaron for another year. The Board believes this is the right decision to preserve and enhance shareholder value during this critical period.

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

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Compensation Discussion and Analysis

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;
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. None of our NEOs received a salary increase during fiscal 2023. 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, subject to a cap equal to 150% of the amount payable for achieving our forecast for the year. Mr. Aaron is eligible to receive 4% of pre-tax income in excess of $2 million, also 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 bonus if actual results significantly exceed the forecast and a penalty if actual results are significantly below the forecast. 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 accelerator provides for an additional percentage of pre-tax income for performance that exceeds our forecast by more than 15%. Mr. Goldfarb receives an additional 2% of pre-tax income that is 15% in excess of our forecast up to 30% above our forecast and an additional 4% of pre-tax income that exceeds our forecast by more than 30%. Mr. Aaron receives an additional 1.33% of pre-tax income that is 15% in excess of our forecast up to 30% above our forecast and an additional 2.66% of pre-tax income that exceeds our forecast by more than 30%. Notwithstanding the accelerator provision, the annual cash incentive for each of Mr. Goldfarb and Mr. Aaron may not exceed the 150% cap described in the preceding paragraph.

The penalty reduces the percentage of pre-tax income awarded if actual pre-tax income is below our forecast by more than 15% up to 30% below forecast. The percentage of pre-tax income awarded to Mr. Goldfarb is reduced by 2% of pre-tax income that is 15% less than our forecast up to 30% below our forecast and reduced by 4% of pre-tax income that is more than 30% below our forecast. Similarly, the percentage of pre-tax income awarded to Mr. Aaron is reduced by 1.33% of pre-

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tax income that is 15% less than our forecast up to 30% below our forecast and reduced by 2.66% of pre-tax income that is more than 30% below our forecast. No annual cash incentive is payable to either executive if pre-tax income falls below a threshold amount calculated based on the formula for reducing the award if actual pre-tax income is below the forecast.

The pre-tax income goals for the annual cash incentives for Mr. Goldfarb and Mr. Aaron established by the Committee reflect our public guidance. Our guidance is thoroughly vetted and approved by our Audit Committee prior to the establishment of the target payout amounts by the Committee. For fiscal 2023, the Company recorded a non-cash impairment charge of $347.2 million related to the write-off of goodwill resulting in the Company reporting a net loss of $138.2 million for fiscal 2023. As a result of the application of the terms of the annual cash incentive arrangement to these results, Morris Goldfarb and Sammy Aaron did not earn an annual cash incentive for fiscal 2023.

ANNUAL CASH INCENTIVES FOR OUR OTHER NAMED EXECUTIVE OFFICERS

In years prior to fiscal 2022, 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 beginning in fiscal 2022. The performance result for the Management Oversight, Strategy, Acquisitions metric was determined by discussions between the CEO and the Compensation Committee.

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 acquisitions. In fiscal 2023, his target bonus was $2,500,000. 25% of his bonus depended on achieving or exceeding our forecasted Adjusted Pre-Tax Income. Since we failed to meet our forecast for fiscal 2023, Mr. Goldfarb did not earn a payout for that metric. We assigned the remaining amounts as follows: 30% to digital revenue, 30% to licensing revenue and 15% related to management of the various areas he oversees and to his advisory role with respect to acquisitions.

Executive

Metric

Weighting

Threshold

Target

Maximum

Actual Achievement

Fiscal 2023 Performance Result

(% of Target)

Jeffrey Goldfarb

Adjusted Pre-Tax Income vs Budget

25%

$230M

$287M

$209M

$209M

0%

Licensing Revenue Growth

30%

$35.5M

$44.4M

$53.3M

$54.1M

150%

Digital Revenue Growth

30%

$35.4M

$44.3M

$53.2M

$33M

0%

Management Oversight, Strategy, Acquisitions

15%

Awarded at 127% of target to recognize Mr. Goldfarb’s management oversight, contribution to our business strategy and to our successful acquisition of the Karl Lagerfeld brand.

127%

Blended Result:

64%

Target Award:

$2,500,000

Actual Award:

$1,600,000

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Compensation Discussion and Analysis

Neal Nackman, our Chief Financial Officer, has oversight responsibility for accounting, tax, investor relations and treasury and provides advice on capital allocation and acquisitions. In fiscal 2023, his target bonus was $1,500,000. 60% of his bonus depended on achieving or exceeding our forecasted Adjusted Pre-Tax Income. Since we failed to meet our forecast for fiscal 2023, Mr. Nackman did not earn a payout for that metric. The remaining 40% was based on his oversight of various departments, including accounting, tax, investor relations, treasury and his advice on capital allocation and acquisitions, including our successful acquisition of the Karl Lagerfeld brand.

Executive

Metric

Weighting

Threshold

Target

Maximum

Actual Achievement

Fiscal 2023 Performance Result

(% of Target)

Neal Nackman

Adjusted Pre-Tax Income vs Budget

60%

$230M

$287M

$209M

$209M

0%

Management Oversight, Strategy, Acquisitions

40%

Awarded at 125% of target to recognize Mr. Nackman’s management oversight, contribution to our business strategy and to our successful acquisition of the Karl Lagerfeld brand.

125%

Blended Result:

50%

Target Award:

$1,500,000

Actual Award:

$750,000

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

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, beginning in fiscal 2020, awarded 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 2022, the Committee awarded equity grants to our Chairman and CEO and our Vice Chairman and President that were 100% performance-based with a required 3-year cliff vesting. For the other NEOs, equity grants were 50% performance-based and 50% time-based, each with 3-year cliff vesting. The PSUs will enable the Named Executive Officers to receive shares of the Company’s common stock if and to the extent that the PSU awards vest based on the Company’s performance over three years against two metrics: Cumulative Adjusted EBIT (75% weighting) and ROIC (25% weighting).

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The actual number of PSUs that may vest depends on the performance level achieved relative to each metric and may range from zero up to 150% of the number of PSUs awarded in the table below.

Long-Term Incentives


Executive

Fiscal 2023 Award

Grant Date Fair Value

(in thousands)

3-year Cliff Vesting RSUs Awarded

PSUs Awarded

Morris Goldfarb

$4,500

0

143,221

Sammy Aaron

$3,000

0

95,481

Jeffrey Goldfarb

$1,500

23,870

23,870

Neal Nackman

$ 500

7,957

7,957

The Compensation Committee determined the value of the grants by analyzing the value of grants to peer company executives and assessing our results and long-term outlook. The value of the grant is intended to represent a meaningful portion of total compensation for each executive to align their interests with long-term business performance. For Morris Goldfarb and Sammy Aaron, the Committee sets the grant values below market compared to peer companies to recognize that these executives have higher cash compensation opportunities than are provided by peer companies. The Committee sets performance targets that it considers rigorous based on various company, industry, and economic forecasts. It is anticipated that only a portion of the outstanding PSUs will ultimately vest.

The Committee uses judgement to adjust the value of the grant up or down depending on performance results of the prior year. As a result, the value of the fiscal 2023 grant to Morris Goldfarb was increased by 11% compared to the prior year’s grant because fiscal 2022 profits resulted in a record-breaking year.

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.

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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 2023 Summary Compensation Table below.

EMPLOYMENT AGREEMENTS

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

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

Graphic For more information about our employment agreements see “Executive Compensation Tables—Fiscal 2023 Summary Compensation Table—Morris Goldfarb Employment Agreement”, “—Sammy Aaron Employment Agreement” and “—Jeffrey Goldfarb Employment Agreement” and “Potential Payments Upon Termination or Change-in-Control” in this Proxy Statement.

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 2023. 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 Patti H. Ongman, who was elected as a director in March 2022, each of whom is making progress towards the guidelines.

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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.

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.

In fiscal 2023, the Compensation Committee also retained Pay Governance to review and provide alternatives to the annual incentive compensation formulas codified in the employment agreements with our Chairman and CEO and our Vice Chairman and President.

The Compensation Committee retains sole responsibility for engaging any compensation advisor and meets with its advisor, as needed, in the Committee’s sole discretion. Each of CAP and Pay Governance 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 and Pay Governance, the Committee reviewed the factors related to consultant independence and determined that no conflict of interest exists.

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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.

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 for a trailing 12-month period compared to $3.2 billion for G-III in fiscal 2023.

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

Patti H. Ongman

Laura Pomerantz

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Executive compensation tables

Information in this section with respect to the employment agreements with each of Morris Goldfarb and Sammy Aaron is based on those agreements as in effect during fiscal 2023.

FISCAL 2023 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 2023 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 ($)

($)

($)(2)

($)

($)

 

($)

($)(3)

Total ($)

Morris Goldfarb

49

2023

1,000,000

4,499,972

290,888

5,790,860

Chairman of the Board and Chief Executive Officer

2022

1,000,000

16,167,626

7,500,000

275,152

24,942,778

2021

461,538

5,000,000

3,682,500

286,616

9,430,654

Neal S. Nackman

19

2023

750,000

499,955

750,000

24,800

2,024,755

Chief Financial Officer and Treasurer

2022

553,654

1,000,000

360,000

12,072

1,925,726

2021

392,308

450,000

441,900

19,652

1,303,860

Sammy Aaron

17

2023

950,000

2,999,982

55,632

4,005,614

Vice Chairman and President

2022

760,000

7,122,565

7,250,000

40,309

15,172,874

2021

346,154

3,335,000

2,455,000

45,666

6,181,820

Jeffrey Goldfarb

18

2023

950,000

1,499,991

1,600,000

35,475

4,085,466

Executive Vice President and Director of Strategic Planning

2022

760,000

2,000,000

999,977

22,899

3,782,876

2021

588,462

1,000,000

1,104,750

36,451

2,729,663

(1)This represents service with us in all capacities but excludes prior service with companies acquired by G-III.

(2)The amounts reflect the full grant date fair value of PSUs or RSUs under Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”) awarded to the Named Executive Officers in the applicable fiscal year, and for Morris Goldfarb and Sammy Aaron, the grant date fair value of stock awarded in lieu of cash for their respective annual cash incentives in March 2022. For a discussion of valuation assumptions, see Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended January 31, 2023.

(3)All Other Compensation includes the following:

    

    

    

Matching

    

    

Life Insurance

Contribution to

Fiscal

Premiums

401(k) Plan

Name

Year

(a)

(b)

Perquisites

Total

Morris Goldfarb

2023

138,900

12,200

139,788

(c)

290,888

2022

138,900

136,252

(d)

275,152

2021

138,900

10,313

137,403

(e)

286,616

Neal S. Nackman

2023

12,600

12,200

24,800

2022

12,072

12,072

2021

11,544

8,108

19,652

Sammy Aaron

2023

29,978

12,200

13,454

(f)

55,632

2022

27,217

13,092

(f)

40,309

2021

25,148

6,773

13,745

(f)

45,666

Jeffrey Goldfarb

2023

3,500

12,200

19,775

(g)

35,475

2022

3,500

19,399

(g)

22,899

2021

3,500

11,400

21,551

(g)

36,451

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(a)The full amount of all premiums paid by G-III for life insurance coverage.
(b)The full amount of our matching contributions under our 401(k) Plan (which are equal to 100% of the participant’s contribution for the first 3% of salary plus 50% of the participant’s contribution for the next 2% of salary, subject to limitations under the IRS regulations). Matching contributions were suspended from May 1, 2020 until January 1, 2022 as part of the cost control measures implemented by G-III in response to the business impact of the COVID-19 pandemic.
(c)Includes our contribution of $100,000 to Mr. Goldfarb’s supplemental executive retirement plan account, $20,000 for tax services paid by us for Mr. Goldfarb and $19,788 for the reimbursement of Mr. Goldfarb’s parking expenses.
(d)Includes our contribution of $100,000 to Mr. Goldfarb’s supplemental executive retirement plan account, $20,000 for tax services paid by us for Mr. Goldfarb and $16,252 for the reimbursement of Mr. Goldfarb’s parking expenses.
(e)Includes our contribution of $100,000 to Mr. Goldfarb’s supplemental executive retirement plan account, $20,000 for tax services paid by us for Mr. Goldfarb and $17,403 for the reimbursement of Mr. Goldfarb’s parking expenses.
(f)The full amount paid by us on Mr. Aaron’s behalf for personal use of his automobile and parking.
(g)The full amount paid by us for the reimbursement of Mr. Goldfarb’s personal use of automobile and parking.

Morris Goldfarb Employment Agreement

Morris Goldfarb has an employment agreement with us that is effective through January 31, 2026. This agreement is automatically extended each year for an additional year absent a notice of non-extension by one party to the other party prior to January 31 of each year. The agreement provides for an annual base salary of $1,000,000 with increases at the discretion of the Board of Directors. For information with respect to the annual cash incentive payable to Mr. Goldfarb, see “Compensation Discussion and Analysis—Annual Cash Incentives for our Chairman and CEO and our Vice Chairman and President” above.

Mr. Goldfarb is entitled to an annual contribution of $100,000 per year to a supplemental pension trust for each year in which G-III’s Net After-Tax Income (as defined in his employment agreement) exceeds $1,500,000. Mr. Goldfarb is also entitled to a $5,000,000 life insurance policy, which names his wife as beneficiary.

For additional information concerning Morris Goldfarb’s post-termination and change in control benefits, see “Potential Payments Upon Termination or Change-in-Control—Severance and Change in Control Arrangements with Morris Goldfarb” below.

Sammy Aaron Employment Agreement

Mr. Aaron has an employment agreement with us that is effective through January 31, 2024. The agreement provides for automatic one-year renewals unless either party gives written notice of non-extension to the other party at least six months prior to the expiration of the term. Mr. Aaron has an annual base salary of $950,000. For information with respect to the annual cash incentive payable to Mr. Aaron, see “Compensation Discussion and Analysis—Annual Cash Incentives for our Chairman and CEO and our Vice Chairman and President” above.

For additional information concerning Mr. Aaron’s post-termination and change in control benefits, see “Potential Payments Upon Termination or Change-in-Control—Severance and Change in Control Arrangements with Sammy Aaron” below.

Jeffrey Goldfarb Employment Agreement

The term of Jeffrey Goldfarb’s employment agreement extends through January 31, 2024, with the term being extended by one year unless either party gives written notice to the other at least six months prior to the end of the then term that it is not to be extended. Mr. Goldfarb receives an annual salary of $950,000, plus such bonus, if any, as shall be awarded by the Board or the Compensation Committee, and is entitled to participate in the G-III benefit plans and arrangements for senior executive personnel. If Mr. Goldfarb’s employment agreement is terminated by G-III without “justifiable cause” or by Mr. Goldfarb for “good reason”, Mr. Goldfarb is entitled to receive his compensation and benefits for 24 months from the date his employment terminates, and shall be deemed to be entitled to an annual bonus for each 12-month period during

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such severance period in an amount equal to the greater of (i) the average annual cash bonus earned by Mr. Goldfarb during the two fiscal years immediately preceding the fiscal year in which Mr. Goldfarb’s employment terminates and (ii) an annual bonus amount of $500,000, subject to compliance by Mr. Goldfarb with his non-competition and certain other obligations in his employment agreement.

FISCAL 2023 GRANTS OF PLAN-BASED AWARDS

The employment agreements with each of Morris Goldfarb and Sammy Aaron contain provisions for contractual annual cash incentive awards. In March 2022, the Compensation Committee of our Board of Directors granted PSUs with cliff vesting on April 1, 2025 pursuant to our 2015 Plan to each of Morris Goldfarb and Sammy Aaron and granted time-based RSUs and PSUs to Neal Nackman and Jeffrey Goldfarb. The following table summarizes these non-equity incentive and stock awards for the 2023 fiscal year.

    

    

Estimated Possible Payouts Under Non-Equity Incentive Awards (1)

Estimated Future Payouts Under Equity Incentive Awards

Name

Award

Grant Date

Threshold ($)

Target
($)

Maximum ($)

Threshold (#)

Target (#) (2)

Maximum (#)

All Other Stock Awards:
Number of Shares of Stock or Units (#)

Grant Date Fair Value of Stock Awards ($)(4)

Morris Goldfarb

Annual Incentive

N/A

-

18,204,511

27,306,767

PSUs

March 18, 2022

17,902

143,220

214,830

$4,499,972

Sammy Aaron

Annual Incentive

N/A

-

11,883,500

17,825,250

PSUs

March 18, 2022

11,935

95,480

143,220

$2,999,982

Neal S. Nackman

Annual Incentive

N/A

-

1,500,000

2,250,000

RSUs

March 18, 2022

7,956

(3)

$249,978

PSUs

March 18, 2022

994

7,956

11,934

$249,978

Jeffrey Goldfarb

Annual Incentive

N/A

-

2,500,000

3,750,000

RSUs

March 18, 2022

23,870

(3)

$749,995

PSUs

March 18, 2022

2,983

23,870

35,805

$749,995

(1)The terms of the annual cash incentive award opportunity for each of Mr. Goldfarb and Mr. Aaron are described under “Compensation Discussion and Analysis-Annual Cash Incentives for Our Chairman and CEO and Vice Chairman and President.” No annual cash incentive is payable to either executive if actual pre-tax income falls below a threshold amount calculated based on the formula for reducing the award if actual pre-tax income is below the forecast. The amount set forth under “Target” would have been payable to the executive if our actual pre-tax income equaled forecasted pre-tax income. The amount set forth under “Maximum” is equal to 150% of target. For fiscal 2023, the Company recorded a non-cash impairment charge of $347.2 million related to the write-off of goodwill resulting in the Company reporting a net loss of $138.2 million for fiscal 2023. As a result of the application of the terms of the annual cash incentive arrangement to these results, Mr. Goldfarb and Mr. Aaron did not earn an annual cash incentive for fiscal 2023.

(2)The amounts reflect the number of PSUs awarded to the Named Executive Officers in Fiscal 2023.  The actual number of PSUs that vest may be larger or smaller than the target amounts in this table, or may be zero if actual results are lower than the threshold target performance metrics established by our Compensation Committee. The shares awarded for achieving threshold performance goals is 50% of target. No shares are awarded for results below the threshold levels. Threshold was determined based on achieving the minimum performance level for only one of the two performance measures. See “Compensation Discussion and Analysis—Long-Term Incentives” for a description of the terms of these awards.

(3)The amounts reflect the number of RSUs awarded to the Named Executive Officers in fiscal 2023. The RSUs vest on April 1, 2025, subject to the applicable Named Executive Officer’s continuous employment or other service with G-III through the applicable vesting date: See “Compensation Discussion and Analysis—Long-Term Incentives” for a description of the terms of these awards.

(4)The amounts reflect the full grant date fair value under ASC 718 of the PSUs and RSUs awarded to the Named Executive Officers in fiscal 2023. For a discussion of valuation assumptions, see Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended January 31, 2023.

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Table of Contents

Executive Compensation

OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END

The following table summarizes the outstanding stock awards held by each Named Executive Officer at January 31, 2023, consisting of shares of our Common Stock that may be delivered to each Named Executive Officer upon satisfaction of the vesting conditions of unvested PSUs and RSUs. There were no stock option awards outstanding at that date that were held by our Named Executive Officers. The columns that refer to the number of or market value of “Shares or Units of Stock That Have Not Vested” summarize time-based RSUs granted which remained subject to cliff time vesting condition as of January 31, 2023. The columns that refer to the number of or market value of “Unearned Shares or Units That Have Not Vested” summarize unvested PSUs granted, as detailed in the footnotes to the table, for which neither threshold performance conditions nor time vesting conditions had been satisfied as of January 31, 2023.

Stock Awards

    

Number of

    

    

Equity Incentive Plan

    

Equity Incentive Plan

Shares or Units

Awards: Number of

Awards: Market Value of

of Stock That

Market Value of Shares or

Unearned Shares or

Unearned Shares or