Dennis R. Secor
GUESSAbout Dennis R. Secor
Dennis R. Secor, age 62, serves as Interim Chief Financial Officer at Guess?, Inc. (GES); he previously held GES CFO roles from 2006–2012, was Interim CFO from April 2022–July 2023, and Executive Vice President, Finance from July 2023–August 2024 before reappointment as Interim CFO in August 2024 . He holds a B.S. in Business Administration, Accounting from the University of San Diego and has deep retail and finance leadership experience (Fossil, Torrid, Incipio, Electronic Arts Canada) . Company context: fiscal 2025 delivered almost $3B of revenue and $174M in earnings from operations; the earnings-from-operations threshold for NEO annual bonuses was not achieved, reflecting rigorous targets .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Guess?, Inc. | Interim CFO | Aug 2024–present; prior Interim CFO Apr 2022–Jul 2023 | Led finance during CFO transition periods; stability through reporting cycles |
| Guess?, Inc. | Executive Vice President, Finance | Jul 2023–Aug 2024 | Oversaw finance operations and strategic initiatives |
| Fossil Group, Inc. (Nasdaq: FOSL) | EVP, CFO & Treasurer | Dec 2012–Nov 2017 | Led global accessories retailer/wholesaler finance; public company CFO credentials |
| Incipio Group (private) | CFO | Nov 2017–Jan 2018 | Consumer tech accessories finance leadership |
| Torrid Holdings Inc. (NYSE: CURV) | CFO | May 2018–Jul 2019 | Plus-size apparel retail finance leadership |
| Electronic Arts Canada (subsidiary of EA) | VP & CFO | Aug 2004–Jul 2006 | Games publisher subsidiary finance leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Management consulting practice (New Zealand) | Principal | 2021–present | Provides financial/operational management services to SMEs |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | 572,500 | 458,104 | 440,192 |
| Bonus ($) | 200,000 | 350,000 | 75,000 (prorated target) |
| Stock Awards ($) | 345,004 | 500,005 | 746,014 |
| All Other Compensation ($) | 32,479 | 37,789 | 49,684 |
| Total ($) | 1,149,983 | 1,345,898 | 1,310,890 |
Performance Compensation
Annual Cash Incentive Structure (FY 2025)
| Component | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Prorated Target Bonus (Exec VP Finance period) | N/A | $75,000 | $75,000 | 100% of prorated target | FY 2025 per agreement |
| Standard NEO EFO Bonus (Company program) | Company-wide metric | Earnings from operations vs targets | Threshold not achieved | No payout to NEOs under EFO component (not applicable to Secor’s prorated arrangement) | FY 2025 determination in April 2025 |
Notes: Under the Amended and Restated Prior Secor Employment Agreement (Mar 29, 2024), Secor’s FY 2025 bonus opportunity was structured 50% on Compensation Committee performance criteria and 50% on mutually-agreed deliverables with threshold/target/stretch of $90k/$180k/$270k, provided continued employment through March 31, 2025 . His August 2024 agreement superseded with a prorated $75,000 target bonus for FY 2025 .
Equity Awards (time-based RSUs)
| Grant Date | Type | Shares | Grant Date Fair Value ($) | Vesting Condition | Vest Date |
|---|---|---|---|---|---|
| Apr 1, 2024 | RSU | 11,078 | 370,000 | Continued employment through term of 3/31/2025 | Mar 31, 2025 (vested) |
| Oct 8, 2024 | RSU | 19,594 | 376,009 | Continued employment through term ending 8/25/2025 | Aug 25, 2025 |
Outstanding as of FY 2025 year-end (market value reference): 11,078 ($143,017) and 19,594 ($252,959) valued at $12.91 per share on Jan 31, 2025 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 55,635 shares as of May 9, 2025; <1% of outstanding |
| Vested vs unvested | Unvested RSUs: 19,594 (time-based) |
| Options | None disclosed outstanding for Secor |
| Pledging | Company policy limits pledging to ≤50% of shares after meeting ownership guidelines; no pledging disclosed for Secor |
| Stock ownership guidelines | Senior executives must hold 2.5× base salary; as of May 9, 2025, NEOs met or were in compliance with retention provisions |
Employment Terms
| Agreement | Term | Base Salary | Cash Incentives | Equity | Key Severance/Change-in-Control Terms |
|---|---|---|---|---|---|
| Secor Employment Agreement (Mar 14, 2022); amended Mar 31, 2023 | Through Mar 31, 2024 | $750,000 (full-time through Aug 31, 2023); $75,000 thereafter (reduced load) | $350,000 retention bonus; no FY 2024 annual bonus; RSU $500,000 vesting 3/31/2024 | RSU vested 3/31/2024 | If terminated without cause/good reason before 3/31/2024: base through 3/31/2024, $350k retention, full RSU acceleration; death/disability prorations; no excise tax gross-up |
| Amended & Restated Prior Agreement (Mar 29, 2024) | Through Mar 31, 2025 | $240,000 from Apr 1, 2024 | FY 2025 bonus structure $90k/$180k/$270k (50% metrics, 50% deliverables) | RSU eligible to vest 3/31/2025 | If terminated without cause/good reason before 3/31/2025: base through 3/31/2025, full target bonus, full RSU acceleration; death/disability prorations; no excise tax gross-up |
| New Secor Employment Agreement (Aug 18/26, 2024); amended Mar 31, 2025 | Through Aug 25, 2025; employment extended to Sep 12, 2025 | $750,000 through Jul 31, 2025; $240,000 thereafter | $350,000 retention bonus (through 8/25/2025); additional $225,000 retention (through 6/13/2025) and $50,000 (through 9/12/2025); prorated $75,000 target bonus for FY 2025 | 19,594 RSUs vesting 8/25/2025 | If terminated without cause/good reason prior to 8/25/2025: pay retention bonus(es), salary through 8/25/2025 at applicable rate, full acceleration of RSUs (Apr 2024 and Oct 2024 awards); death/disability prorations; no excise tax gross-up; release required |
Potential Payments Upon Termination (as of FY 2025 year-end)
| Trigger | Cash Severance ($) | Cash Retention ($) | Accelerated Equity Value ($) | Total ($) |
|---|---|---|---|---|
| Death/Disability | — | 153,425 | 212,205 | 365,629 |
| Termination Without Cause or Resign for Good Reason (with or without change in control) | 215,836 | 350,000 | 395,976 | 961,811 |
Notes: RSUs do not automatically accelerate on change-in-control unless not assumed/continued or upon qualifying termination; no 280G/4999 excise tax gross-up; benefits reduced only if it increases net after-tax benefit .
Insider Transactions & Selling Pressure
- Form 4 filings reflect RSU grants and no reported open-market sales by Secor in 2024–2025; Oct 8, 2024 RSU grant (19,594 units) and Apr 1, 2024 RSU grant (11,078 units) .
- New Secor employment amendment letter dated March 31, 2025 confirms retention bonus milestones and employment extension .
Compensation Structure & Governance Highlights
- Company compensation philosophy: competition for talent, pay-for-performance, and alignment via multi-year equity; clawback policy applies; CEO Stock Holding Policy; pledge limit ≤50% of beneficial shares after guideline compliance; no excise tax gross-ups; no option repricing without shareholder approval .
- Stock ownership guidelines: CEO 6× salary; senior executives 2.5× salary; as of May 9, 2025, NEOs met or were in compliance with retention provisions .
- Peer group for FY 2025 benchmarking: Abercrombie & Fitch; American Eagle Outfitters; Capri; Chico’s FAS; Children’s Place; Deckers; Express; Fossil; Levi Strauss; PVH; Ralph Lauren; Tapestry; Urban Outfitters .
- Independent compensation consultant: FW Cook; Compensation Committee determined independence and no conflicts .
Equity Award Vesting Schedule (Secor)
| Award | Shares | Vesting Mechanics | Key Dates |
|---|---|---|---|
| RSU grant (Apr 1, 2024) | 11,078 | Time-based; vests in full on completion of term | Vested Mar 31, 2025 |
| RSU grant (Oct 8, 2024) | 19,594 | Time-based; vests in full at term end | Scheduled vest Aug 25, 2025 |
Equity Ownership Detail (as of May 9, 2025)
| Holder | Shares | Percent of Class |
|---|---|---|
| Dennis R. Secor | 55,635 | <1.0% |
Footnotes: Secor had no options or RSUs vesting within 60 days of the Record Date; unvested 19,594 RSUs excluded from beneficial ownership computation .
Employment & Contract Clauses (Economics & Triggers)
- Without cause/good reason termination prior to end of term: salary continuation through the scheduled end date, full payment of retention bonus(es), and full acceleration of RSUs (Apr 2024 and Oct 2024 grants), subject to release .
- Death/disability: pro-rata retention bonus and pro-rata RSU vesting .
- Change-in-control: no automatic acceleration unless awards are terminated/not assumed; no excise tax gross-up; potential cutback only if increases net after-tax benefit .
Investment Implications
- Alignment: Secor’s FY 2025 compensation is predominantly fixed (salary, retention, time-based RSUs) tied to continuity through the CFO transition; limited direct performance linkage vs peers indicates retention priority over variable performance pay .
- Selling pressure: No recent open-market sales by Secor; equity awards vest on 3/31/2025 and 8/25/2025, creating potential supply on vest dates but mitigated by stock ownership guidelines and absence of pledging disclosures .
- Retention/transition risk: Agreements and staged retention bonuses through mid/late 2025 suggest near-term stability in finance leadership; exposure around vest dates and role transition timing remains a monitoring item .
- Governance safeguards: Clawback, ownership guidelines, pledge limits, and no excise tax gross-ups are shareholder-friendly features; FY 2025 EFO bonus non-payment underscores target rigor .