Carlos Alberini
GUESSAbout Carlos Alberini
Carlos Alberini, 69, is Chief Executive Officer and a director of Guess?, Inc., serving as CEO since February 2019 and on the Board since 2019 . He brings deep operating and financial expertise across apparel and retail (former CEO of Lucky Brand; CEO/Co-CEO of RH; President/COO of Guess 2000–2010) . Under his leadership in fiscal 2025, Guess delivered ~$3.0B in revenue and $174M in earnings from operations, while executing its first acquisition (rag & bone), renewing key licenses, and returning $245M to shareholders via dividends (including a $120M special) and buybacks . Pay-for-performance design tightened: 2025 annual cash bonuses paid 0% as earnings from operations missed threshold, and a 2023 relative TSR award vested at 30% of target (≈27th percentile vs peers), signaling alignment to measured outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Guess?, Inc. | CEO and Director | 2019–present | Portfolio expansion (rag & bone), capital returns; reinforced performance-linked incentives |
| Lucky Brand | Chairman & CEO | 2014–2019 | Led denim-focused brand; CEO experience in apparel |
| RH (Restoration Hardware) | CEO / Co-CEO | 2010–2014 | Public company transformation experience |
| Guess?, Inc. | President & COO (and Interim CFO) | 2000–2010 (Interim CFO in 2006) | Scaled operations and finance at Guess |
| Footstar, Inc. | SVP & CFO | 1996–2000 | Retail CFO experience |
| Melville Corporation | VP Finance & Acting CFO | 1995–1996 | Retail holding company finance leadership |
| The Bon-Ton Stores | Controller, SVP, CFO & Treasurer | 1987–1995 | Multi-role finance leadership in department stores |
| PricewaterhouseCoopers | Various roles | Prior to 1987 | Foundational audit/finance experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| RH (Restoration Hardware) | Director | 2010–present | Public board service |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 1,200,000 | 1,223,521 (53rd week) | 1,200,000 |
| Target Bonus as % of Salary | 200% (Threshold 100%, Max 300%) | 200% (Threshold 100%, Max 300%) | 200% (Threshold 100%, Max 300%) |
| Actual Annual Bonus ($) | 0 (no payout) | 3,030,572 | 0 (below threshold) |
Notes:
- CEO salary set at $1.2M in current agreement through Feb 2, 2030 .
- 2025 bonus plan based on earnings from operations; actual $179.5M vs $220.0M threshold → 0% payout .
Performance Compensation
| Incentive | Metric(s) | Weighting/Curve | Target(s) | Actual/Status | Payout/Vesting |
|---|---|---|---|---|---|
| Annual Cash (FY 2025) | Earnings from operations (adjusted) | Threshold 50%; Target 100%; Max 150% | Threshold $220.0M; Target $266.0M; Max $290.0M | $179.5M (below threshold) | 0% of target |
| 2025 RSU (grant) | Relative TSR vs peer group | 0–150% at 25th/50th/75th percentiles, 3-yr period ending FY27 | N/A (design grant) | In performance period | Earnout at end of FY27; capped at 5x grant FV per share |
| 2024 RSU (EFO tranche) | Earnings from operations (threshold) | If threshold met → time-vest over 3 years | Threshold achieved (FY24) | Final tranche vest due Jan 30, 2026 | Time vesting continuing |
| 2023 Relative TSR Award | Relative TSR (2y7m to FY25) | Curve 0–150% | Target 50th percentile | ≈27th percentile; vested at 30% of target | 47,054 units vested |
| 2022 Stock Price RSU | Stock price hurdles ($35/$40/$45/$50) | 4 tranches; must hit hurdle by 6/30/25 | As specified | As of proxy: none vested | Unvested tranches terminate if not met by 6/30/25; CIC provisions apply |
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Beneficial Ownership (shares) | 2,371,485 (4.5% of outstanding) |
| Options/RSUs exercisable/vesting within 60 days | 948,157 shares (options/RSUs) |
| Unvested RSUs – One-time award (Dec 2024) | 300,000 time-based RSUs vesting 2026–2030 |
| Unvested RSUs – 2024 EFO award | 27,578 time-vest tranches remaining |
| Unvested RSUs – 2024 Relative TSR (target) | 127,489 target units (payout 0–150% at FY26 end) |
| Unvested RSUs – 2025 Relative TSR (threshold reporting) | 45,396 threshold disclosure; payout 0–150% at FY27 end |
| Stock Ownership Guideline | CEO 6x salary; in compliance as of May 9, 2025 |
| CEO Stock Holding Policy | Must hold 100% of net shares from awards for 1 year post-vesting (adopted Apr 10, 2024) |
| Pledging/Hedging | Company caps pledging at ≤50% of beneficially owned shares; case-by-case hedging review under Securities Trading Policy |
Related party and potential alignment risks:
- Alberini holds a 4% passive interest in a fashion accessories vendor; Guess paid ~$3.1M to this vendor in FY25; approximate attributable interest to Alberini ≈$0.1M . Company states pricing and terms not affected by this passive investment .
Employment Terms
- Term and Role: CEO through February 2, 2030 under the December 19, 2024 employment agreement; salary $1.2M; annual equity from FY26 with target grant-date FV ≥$4.5M; initial one-time grant of 300,000 RSUs vesting in five equal annual installments (FY26–FY30) .
- Bonus Mechanics: Annual cash incentive with threshold/target/max at 100%/200%/300% of salary tied to performance criteria set by the Compensation Committee .
- Severance (No CIC): If terminated without cause or resigns for good reason → 2x (salary + target bonus) paid over 24 months; pro-rata bonus for year of termination (performance basis); up to $10,000/yr life insurance premium reimbursement for 2 years; up to 24 months COBRA .
- CIC Treatment: No excise tax gross-up; “best net” cutback applies; equity follows award terms (generally double-trigger vesting if continued/assumed; full vest if awards are not assumed/continued) .
- Illustrative Severance Values (as of FY25 year-end): Termination without cause/no CIC: $11.16M total; Termination without cause in connection with CIC: $14.96M total .
- Clawback: Executive compensation recovery policy per SEC/NYSE (restatements); additional clawback possible for specified misconduct (harassment/discrimination/retaliation) .
Board Governance (director service, committees, dual-role implications)
- Board Service: Director since 2019; not independent (management director). No committee assignments while serving as CEO .
- Board Structure: Independent, non-executive Chairman (Alex Yemenidjian); roles of Chair and CEO are separated, which mitigates typical CEO/Chair dual-role concerns .
- Independence: Board deems five of seven directors independent; Alberini is not independent by virtue of CEO role .
- Attendance: Board held six meetings in FY25; directors met applicable attendance thresholds .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay Support: ~84.1% approval at the 2024 annual meeting (on FY2024 program); ~84.5% in 2023 (prior year) .
- Program Changes Reflecting Feedback: Reduced metric overlap between annual cash and equity; added sliding scale on certain awards; emphasized rigor (no 2025 annual cash bonus; partial forfeiture of 2025 equity portion tied to revenue) .
Compensation Structure Analysis
- Cash vs Equity Mix: Significant equity emphasis via TSR-based RSUs and multi-year vesting; 2025 annual cash bonus paid 0% due to underperformance—supporting pay-for-performance linkage .
- Shift in Equity Design: Use of relative TSR with 3-year performance periods and dollar-value caps to curb windfalls; continuation of the 2022 stock-price milestone award with no vesting to date—high performance bar .
- Ownership Alignment: Strong stock ownership guideline and CEO holding policy improve alignment; company permits limited pledging and case-by-case hedging—partially mitigated by caps and oversight .
- Red Flags/Related Parties: Passive vendor interest by CEO disclosed with quantified amounts; audit of related party transactions overseen by Audit Committee .
Performance & Track Record
- FY2025 Business Outcomes: ~$3B revenue; $174M earnings from operations; rag & bone acquisition; extended handbag license; $185M dividends (including $120M special) and $60M repurchases .
- Incentive Outcomes: 2025 annual cash 0% (below threshold EFO); 2023 relative TSR award paid at 30% (≈27th percentile); none of the 2022 stock-price RSU tranches vested as of proxy date .
- Governance Enhancements: Ongoing shareholder engagement; compensation program calibrated to feedback and rigorous goals .
Investment Implications
- Alignment/Retention: Long-dated employment term (to 2030), sizable time-vest RSUs, and relative TSR awards indicate solid retention and alignment; CEO stock-holding and ownership policies reinforce this .
- Execution/Margin Risk: 2025 operating shortfall vs plan (EFO below threshold) and TSR underperformance (27th percentile for 2023 award) highlight execution risk, particularly in DTC traffic and multi-year TSR competitiveness .
- Shareholder-Friendliness: No excise tax gross-ups; clawback in force; say-on-pay support ~84%+ suggests investors broadly accept pay design contingent on performance delivery .
- Governance Watchpoints: Related-party transactions (leases, aircraft, vendor) remain a standing governance consideration (though reviewed and disclosed); CEO’s passive vendor interest is modest but noteworthy for monitoring .
Primary sources: Guess?, Inc. DEF 14A (May 16, 2025) and prior DEF 14A (May 2, 2024)
References:
- Board/Officers/Age/Tenure:
- FY2025 results and capital returns:
- Annual cash plan thresholds and actual:
- 2023 TSR outcome (30% at ~27th percentile):
- 2022 stock-price award status:
- Salary/Bonus table values:
- Target bonus percentages:
- Equity design (TSR, caps):
- Unvested RSU/option details:
- Ownership and options within 60 days:
- Ownership guidelines/holding policy:
- Pledging/hedging policies:
- Employment terms and severance/CIC values:
- Say-on-pay approvals and feedback changes:
- Related-party transactions (leases, aircraft, vendor; CEO passive vendor interest):
- Board structure and separation of Chair/CEO:
- Board independence composition and attendance: