Elsa Michael
GUESSAbout Elsa Michael
Elsa Michael (age 72) is an independent director of Guess?, Inc. (GES) since 2024, serving on the Nominating and Governance Committee. She has 25+ years of fashion merchandising experience at Guess Europe, including Merchandising Director (2015–July 2019) before retiring. She is president and co-founder of Smile Project, an Italy-based charity focused on clean water, food, energy, and education, primarily in Eritrea .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Guess Europe (GES) | Merchandising Director | 2015–July 2019 | Led merchandising; deep knowledge of Guess brand; European market expertise |
| Guess Europe (GES) | Non-executive merchandising roles | 1994–2015 | Contributed merchandising expertise across European operations |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Smile Project (charity, Italy) | President & Co-founder | Ongoing | Focus on clean water, food, energy, education; no compensation to Ms. Michael |
Board Governance
- Committee assignments: Nominating and Governance Committee member; not a chair .
- Independence: Board determined Ms. Michael is independent under NYSE standards; considered donations to Smile Project and her prior non-executive employment (retired 2019) and concluded neither impairs independence .
- Attendance: Each current director attended at least 75% of aggregate Board and committee meetings; in fiscal 2025 the Board met 6 times; Nominating and Governance Committee met 4 times .
- Board leadership: Non-executive Chairman (independent) presides over executive sessions of independent directors; executive sessions typically held with quarterly meetings .
Fixed Compensation
Director compensation in fiscal 2025:
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $32,654 |
| Stock Awards (Grant Date Fair Value) | $179,993 (7,735 RSUs granted May 31, 2024; non-U.S. resident award form) |
| Total | $212,647 |
Program structure (reference values for non-employee directors):
- Annual Board retainer $35,000; meeting fees $1,500 per Board/committee meeting; chair retainers vary by committee (Audit $20,000; Compensation $17,500; Nominating and Governance $12,500); Chair of Board $105,000 .
- Annual equity grant target $180,000 (RSUs for non-U.S. resident); Chair of Board $275,000 .
Performance Compensation
- Ms. Michael receives time-based RSUs only; no performance-vesting or option awards for directors . | Metric | Target/Condition | Status | |---|---|---| | RSU grant (7,735 units) | Scheduled to vest in full on the first to occur of: 1-year anniversary (May 31, 2025), date of Annual Meeting (June 10, 2025), or change in control | Granted May 31, 2024; vest timing per plan |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards | None disclosed |
| Non-profit roles | Smile Project president/co-founder |
| Related-party exposure | Company donations to Smile Project in fiscal 2025: ~$22,000 cash via Guess Foundation (Italy) + ~$102,000 product donations; represented ~60% of Smile Project donations that year; Board concluded independence not impaired and thresholds (<$1 million or <2% of org revenues) not exceeded for FY 2023–2025 |
Expertise & Qualifications
- Extensive merchandising expertise and deep knowledge of the Guess brand; direct European market experience (largest segment for GES) .
- Board skill matrix highlights retail/brand/consumer industries; governance and compliance present across Board; Ms. Michael contributes merchandising and European perspective .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (common stock) | 7,735 shares (RSUs; <1% of outstanding) |
| Vested vs. unvested (as of Feb 1, 2025) | Unvested stock awards: 7,735; no options outstanding |
| Ownership guidelines | Non-employee directors must hold 5× annual board retainer; as of May 9, 2025, each director either met guidelines or complied with retention provisions |
| Pledging/Hedging policy | Directors may pledge up to 50% of beneficially owned shares after meeting guidelines; hedging reviewed/restricted under Securities Trading Policy |
Governance Assessment
- Independence and committee service: Independent Nominating & Governance member with merchandising/european expertise; supports oversight of ESG and governance frameworks .
- Attendance/engagement: At least 75% attendance; active on governance committee (4 meetings) and Board (6 meetings) in FY25—adequate engagement signal .
- Alignment: Compensation mix favors equity (time-based RSUs) with modest cash fees; subject to director stock ownership guidelines—positive alignment .
- Potential conflicts:
- Donations to Smile Project represent an identifiable related-party exposure. Board reviewed and confirmed amounts were well below categorical independence thresholds (greater of $1 million or 2% of charity revenue for FY23–FY25) and Ms. Michael receives no compensation from the charity—mitigated but monitor ongoing levels and approval process .
- RED FLAGS to monitor:
- Related-party charity donations: continue Audit Committee oversight and disclosure; watch for trend growth or service contracts that may alter independence analysis .
- Pledging/hedging: Company permits limited pledging; confirm no pledging by Ms. Michael in future filings (none disclosed) .
Overall investor confidence signal: Balanced director pay structure with strong equity alignment and satisfactory attendance; independence affirmed despite charity-linked donations, with governance controls (Audit Committee review and categorical standards) mitigating conflict risk .