Alex Yemenidjian
GUESSAbout Alex Yemenidjian
Independent Director at Guess?, Inc. since 2005; non‑executive Chairman of the Board since 2020; age 69. Former CEO/Chairman of Metro‑Goldwyn‑Mayer, Tropicana Las Vegas, Oshidori International Development, and Armenco Holdings; earlier CFO/COO/President roles at MGM Resorts and managing partner at a CPA firm, bringing deep finance, audit, and CEO operating experience to GES’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Metro‑Goldwyn‑Mayer Inc. | Chairman & CEO; Director | 1999–2005; Director 1997–2005 | Led studio; deep entertainment corporate leadership . |
| MGM Resorts International | President; COO; CFO; Director | 1989–2005; CFO 1994–1998; COO 1995–1999; President 1995–1999 | Large-cap public company finance and operations leadership . |
| Tropicana Las Vegas Hotel & Casino, Inc. | Chairman & CEO; Co-owner | 2009–2015 | Hospitality turnaround/operator experience . |
| Armenco Holdings, LLC | Chairman & CEO | 2005–2020 | Private investment firm leadership . |
| Oshidori International Development LTD | Chairman & CEO | 2020–2022 | Japan IR development; international governance exposure . |
| Parks, Palmer, Turner & Yemenidjian, CPAs | Managing Partner | Pre‑1990 | Audit/accounting expertise . |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Baron Investment Funds Trust | Trustee | Since 2006 | Audit & Nominating Committees . |
| Baron Select Funds | Trustee | Since 2006 | Trustee . |
| Oshidori International Holdings Ltd | Non‑Executive Chairman | 2020–2022 | Financial services company . |
| Green Thumb Industries Inc. | Director | 2019–2020 | Multistate cannabis operator . |
Board Governance
- Independence: Board determined Yemenidjian is independent under NYSE standards .
- Leadership: Non‑executive Chairman of the Board; presides over executive sessions of independent directors; facilitates agendas and feedback to management .
- Committee roles: Compensation Committee Chair; Audit Committee member .
- Attendance: Board held 6 meetings in fiscal 2025; each director attended ≥75% of Board/committee meetings; committee meeting counts—Audit: 9; Compensation: 6; Nominating & Governance: 4 .
- Audit Committee report signatory (oversight of auditor independence, ICFR, disclosures) .
- Compensation Committee report signatory; committee states no interlocks or insider participation concerns in FY2025 (no reciprocal comp committee interlock) .
Fixed Compensation
| FY | Fees Earned (Cash) | Stock Awards (Grant-Date Fair Value) | All Other | Total |
|---|---|---|---|---|
| 2025 | $267,629 | $274,863 (11,817 RS) | — | $542,492 |
Director cash fee schedule (policy):
- Annual Board retainer: $35,000
- Chair of the Board additional retainer: $105,000
- Committee Chair retainers: Audit $20,000; Compensation $17,500; N&G $12,500
- Meeting fees: $1,500 per Board meeting; $1,500 per committee meeting
- Special committee monthly retainers (if formed): chair $12,500; members $10,000
Performance Compensation
| Grant | Type | Shares/Units | Grant-Date Fair Value | Vesting/Metrics |
|---|---|---|---|---|
| 5/31/2024 | Restricted Stock (Chair annual award) | 11,817 | $274,863 | Vests in full on first anniversary; or earlier at the Annual Meeting if completing a full term and not standing for re‑election; or upon change in control if awards are not assumed . |
- Non‑employee director equity awards are time-based; no performance metrics apply to director equity grants. Annual grants sized by a fixed dollar value ($275,000 for Chair; $180,000 for other directors) converted to shares at grant date price .
Other Directorships & Interlocks
| Company | Committee Roles | Interlocks/Conflicts |
|---|---|---|
| GES Compensation Committee | Chair; sets executive pay; retains independent consultant; produces report | No compensation committee interlocks in FY2025 . |
| GES Audit Committee | Member; auditor oversight; risk oversight incl. cybersecurity; related-party review | None disclosed involving Yemenidjian . |
Expertise & Qualifications
- Financial and accounting leadership (former CFO; audit committee experience), CEO operational track record at multiple public/private companies, and board leadership as GES Chairman .
- Qualifies as an experienced overseer of ICFR, disclosures, capital allocation, and executive compensation .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Class | Notes |
|---|---|---|---|
| Alex Yemenidjian | 181,060 | <1% | No options/restricted units exercisable/vestable within 60 days; holds unvested 11,817 RS from 2024 grant . |
- Ownership guidelines: Non‑employee directors must hold 5× annual board retainer; as of May 9, 2025 all non‑employee directors satisfied guideline or were compliant with retention provisions .
- Pledging policy: Directors/executives may pledge up to 50% of beneficially owned shares after meeting ownership guidelines; no pledges disclosed for Yemenidjian (pledging noted for founders) .
- Insider trading policy: Adopted; no separate formal hedging prohibition (company reviews/restricts hedging case‑by‑case) .
Governance Assessment
- Strengths: Independent chairman; audit and compensation oversight; strong attendance; clear director stock ownership requirements; independent compensation consultant and clawback policy for executives; say‑on‑pay support of ~84.1% in 2024; active shareholder outreach led by Chairman .
- Potential concerns/RED FLAGS:
- No standalone anti‑hedging prohibition (policy relies on case‑by‑case review), which some investors view as weaker alignment; mitigated by robust ownership/holding requirements .
- Significant founder voting power and extensive related‑party transactions with Marciano entities (leases, aircraft, vendor arrangements); while the Audit Committee reviews these, such structures warrant continued scrutiny for conflicts and cost competitiveness .
- Overall: Yemenidjian’s finance and CEO background, leadership as independent Chair, and committee roles support board effectiveness. Continued rigorous oversight of related‑party dealings, hedging practices, and pay‑for‑performance alignment remains important for investor confidence .
Notes on Director Compensation Structure
- Year-over-year mix emphasizes equity via time‑based restricted stock; annual cash retains modest relative weight given Chair premium and meeting fees .
- Non‑employee director grants vest on time schedules rather than performance, aligning long‑term ownership but not directly with TSR/financial metrics (appropriate for directors vs executives) .
Attendance & Engagement
- Board and committee attendance ≥75%; audit (9), compensation (6), nominating & governance (4) meetings in FY2025; Chairman typically leads executive sessions of independent directors, with follow‑ups to management .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval ~84.1%; Chairman (Yemenidjian) and Comp Committee continued outreach and adjusted executive equity designs (e.g., increased use of relative TSR, reduced metric overlap, more rigorous goals) in response to investor input .