Anthony Chidoni
GUESSAbout Anthony Chidoni
Independent director of Guess?, Inc. (GES), age 73, serving on the Board since 2002. He is Audit Committee Chair (and designated “audit committee financial expert”) and a member of the Compensation Committee, bringing a capital markets and investment banking background to oversight of financial reporting and executive pay . Career includes principal/owner of Lorelle Capital (since 2004), 21 years at Credit Suisse First Boston/DLJ in Los Angeles, and co-CEO of XStream Systems Inc. (2010–2014) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lorelle Capital | Principal & Owner | Jan 2004–present | Hedge fund leadership; capital markets perspective applied to audit oversight |
| Credit Suisse First Boston/DLJ (Los Angeles) | Managing Director, Private Client Business | 1990–2004 | 21 years; deep financial statement analysis experience |
| XStream Systems Inc. | Co‑Chief Executive Officer | 2010–2014 | Operational leadership; technology and operations exposure |
External Roles
No other public company directorships disclosed for Mr. Chidoni in the proxy .
Board Governance
- Independence: The Board determined Chidoni is independent under NYSE standards; he is the Audit Chair and a Compensation Committee member, and is designated the audit committee financial expert .
- Committees and meeting cadence (FY2025): Board met 6 times; Audit 9; Compensation 6; Nominating & Governance 4. Each current director attended at least 75% of Board and committee meetings during their period of service; all then‑current directors attended the 2024 annual meeting .
- Audit Committee report: Signed by Chidoni as Chair, affirming oversight of financial reporting, internal controls, and auditor independence for FY2025 .
- Board leadership: Independent Chairman (Alex Yemenidjian) leads executive sessions generally held in conjunction with quarterly Board meetings, facilitating independent oversight .
Fixed Compensation (Non‑Employee Director – FY2025)
| Component | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $150,903 |
| Stock awards (grant‑date fair value) | $179,916 |
| Total | $330,819 |
Compensation structure:
- Annual Board retainer $35,000; Audit Chair retainer $20,000; meeting fees $1,500 per Board/standing committee meeting; special committee retainers if applicable .
- Directors may defer up to 100% of cash retainers/fees under the Non‑Qualified Deferred Compensation Plan .
Performance Compensation (Director Equity Program)
| Grant date | Instrument | Shares/Units | Grant‑date fair value | Vesting/Terms |
|---|---|---|---|---|
| May 31, 2024 | Restricted stock | 7,735 | $179,916 | Vests in full on earliest of: 1-year anniversary; completion of full term without standing for re‑election; or change in control |
- Director annual equity grants under the 2004 Equity Incentive Plan vest time‑based; no performance metrics are applied to director equity awards .
- Change-in-control: Director equity vests on a change in control as defined in the plan .
Other Directorships & Interlocks
No public company boards or disclosed interlocks for Mr. Chidoni; committee peers include independent directors Deborah Weinswig (Audit, Nominating Chair) and Alex Yemenidjian (Compensation Chair, Audit) at GES .
Expertise & Qualifications
- Audit/Finance: Audit Committee financial expert; extensive investment banking and hedge fund experience (financial statement scrutiny, capital markets) .
- Governance/Compensation: Member of Compensation Committee; contributes to executive pay oversight and governance matters .
- Retail/apparel familiarity via Board tenure and exposure to GES operations .
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership (Common Stock) | 217,160 shares; <1% of class |
| Unvested director equity at FY2025 year‑end | 7,735 shares |
| Options outstanding/exercisable | None |
| Pledged shares | No pledging disclosed for Chidoni (pledging noted only for Paul Marciano in footnotes) |
| Ownership guidelines | Non‑Employee Directors must hold 5× annual Board retainer; as of May 9, 2025, each Non‑Employee Director satisfied or was in compliance with retention provisions |
Governance Assessment
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Strengths
- Independent Audit Chair and designated financial expert—enhances credibility of financial oversight and auditor independence .
- Active committee engagement (Audit and Compensation) with robust meeting cadence; attendance threshold met across directors in FY2025 .
- Director equity mix provides alignment; 54% of FY2025 compensation was equity by grant‑date value ($179,916 of $330,819) .
- Stock ownership guidelines and retention provisions support long‑term alignment; compliance affirmed .
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Potential watch items / red flags
- Company insider trading policy reviews and may restrict hedging transactions but does not adopt a separate written anti‑hedging policy; continued monitoring of hedging/pledging is prudent (pledging is limited to ≤50% of beneficially owned shares after meeting guidelines) .
- Related party transactions primarily involve Marciano‑affiliated entities; no Chidoni-related transactions disclosed, which mitigates conflict risk for him personally .
- Governance enhancements following ERSRI settlement (DEI Council, additional independent directors) indicate Board responsiveness but reflect past governance challenges—ongoing oversight remains important .
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Overall implication
- Chidoni’s long tenure, independence, and audit expertise are positives for investor confidence in financial reporting and controls; compensation mix and ownership compliance support alignment, with limited conflict signals specific to him in disclosed materials .