Fabrice Benarouche
GUESSAbout Fabrice Benarouche
Fabrice Benarouche, age 50, is Senior Vice President Finance, Investor Relations and Chief Accounting Officer at Guess?, Inc. (GES), a role he has held since April 2023 after serving as Vice President, Finance and Investor Relations from 2014 to April 2023; he joined Guess in 2006 and previously was a manager at Ineum Consulting (Deloitte Consulting) in Paris. He holds a Master of Science in Information Technology from Telecom Sud Paris and is the nephew of Paul Marciano (Chief Creative Officer and director) . His compensation mix emphasizes equity and pay-for-performance via relative total shareholder return (TSR) PSUs and annual incentives tied to adjusted earnings from operations; in fiscal 2025 the company’s adjusted earnings from operations fell below threshold, resulting in zero payout under the plan, with the Compensation Committee awarding him a discretionary $150,000 cash bonus for transaction leadership (rag & bone acquisition) and team performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Guess?, Inc. | SVP Finance, Investor Relations & Chief Accounting Officer | Apr 2023–present | Finance leadership; investor relations; principal accounting officer |
| Guess?, Inc. | VP, Finance & Investor Relations | 2014–Apr 2023 | Led IR; finance support during industry volatility; foundation for senior finance transition |
| Guess?, Inc. | Various finance roles | 2006–2014 | Progressive finance responsibilities; internal talent development |
| Ineum Consulting (Deloitte Consulting) | Manager (Paris) | Pre-2006 | Consulting experience; systems/IT finance; analytical skillset |
External Roles
- No public company directorships or external board roles disclosed in company filings for Mr. Benarouche .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | 390,247 | 390,000 |
| Target Bonus (% of Salary) | 50% target; 25% threshold; 75% max (Bonus Plan) | 50% target; 25% threshold; 75% max (Bonus Plan) |
| Actual Annual Bonus Paid ($) | 246,234 (non-equity incentive plan) | 0 under plan; $150,000 discretionary award |
| All Other Compensation ($) | 44,185 | 48,462 |
| Total Compensation ($) | 1,194,890 | 822,467 |
Performance Compensation
Annual Incentive Plan — Earnings from Operations
| Metric | Threshold | Target | Maximum | Actual FY 2025 | Payout |
|---|---|---|---|---|---|
| Adjusted Earnings from Operations ($mm) | 220.0 | 266.0 | 290.0+ | 179.5 (after approved adjustments) | 0% under plan; discretionary $150,000 awarded |
Notes:
- Payout schedule: 50% of target at threshold, 100% at target, 150% at maximum (linear interpolation between levels) .
Long-Term Equity – 2025 Relative TSR Award (granted Oct 8, 2024)
| Element | Detail |
|---|---|
| Metric | Relative TSR vs Compensation Committee–approved peer group over Oct 8, 2024–FY 2027 |
| Target Shares | 11,182 RSUs |
| Payout Range | 0%–150% of target based on percentile (25th=25%, 50th=100%, 75th+=150%); capped at shares equal to 5× grant-date fair value / vest-date stock price |
| Grant-Date Fair Value ($) | 234,005 (Monte Carlo) |
| Vesting | End of FY 2027; subject to continued employment (death/disability prorations per plan) |
| Change-in-Control Treatment | If CoC: eligible to vest at target (if in FY 2025) or based on performance to CoC (if in FY 2026–FY 2027); vest upon CoC if award terminated/not assumed |
| Status at FY 2025 | Below threshold had the performance period ended at FY 2025; threshold column reflects 25% of target (2,796 units) |
Outstanding Equity Awards (as of Feb 1, 2025)
| Grant Date | Type | Quantity | Exercise Price ($) | Expiration | Status/Value |
|---|---|---|---|---|---|
| 4/2/2015 | Stock Options | 14,100 | 15.95 | 4/2/2025 | Exercisable |
| 3/30/2016 | Stock Options | 21,400 | 16.57 | 3/30/2026 | Exercisable |
| 3/29/2017 | Stock Options | 72,500 | 8.97 | 3/29/2027 | Exercisable |
| 3/30/2018 | Stock Options | 14,000 | 18.49 | 3/30/2028 | Exercisable |
| 6/10/2019 | Stock Options | 31,300 | 12.07 | 6/10/2029 | Exercisable |
| 5/10/2022 | RSUs (time-based) | 3,750 | — | — | Market value $48,413 @ $12.91 |
| 3/22/2023 | RSUs (time-based) | 7,500 | — | — | Market value $96,825 @ $12.91 |
| 5/12/2023 | RSUs (time-based) | 3,226 | — | — | Market value $41,648 @ $12.91 |
| 5/12/2023 | PSUs (prior award) | 6,486 | — | — | Market/Payout value $83,734 @ $12.91 (subject to performance) |
| 10/8/2024 | 2025 Relative TSR Award | 2,796 (threshold) | — | — | Market/Payout value $36,096 @ $12.91 |
Notes:
- Market values computed by company at $12.91 closing price on Jan 31, 2025 .
- As of Sept 29, 2025, all Company Options held by Benarouche were already fully vested; no vested RSUs/PSUs remained unsettled for NEOs .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (shares) | 238,312; less than 1% of class (52,011,369 shares outstanding) |
| Near-term Exercisable/Vesting | 139,200 shares may be acquired via options exercisable or RSUs vesting within 60 days of May 9, 2025; includes 406 shares with shared voting power with spouse; excludes 20,894 RSUs subject to performance/time-based vesting |
| Stock Ownership Guidelines | Select senior executives (including NEOs) must hold 2.5× annual base salary; all NEOs satisfied guideline or were compliant with retention provisions as of May 9, 2025 |
| Hedging/Pledging Policy | No separate hedging prohibition; hedging reviewed/restricted under Securities Trading Policy; pledging limited to ≤50% of beneficially owned shares after meeting guidelines |
| Clawback Policy | SEC/NYSE-compliant clawback for restatements; discretionary clawback for misconduct (harassment/discrimination/retaliation) |
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | At-will; Company is not party to an employment agreement with Mr. Benarouche |
| Severance (standard) | No cash severance if terminated and/or upon change in control (as of FY 2025 year-end) |
| Equity Acceleration (standard) | Death/Disability acceleration value: $7,277; awards do not auto-vest on CoC if assumed/continued; if awards terminated at CoC, acceleration value would be $214,517 |
| Insider Trading Compliance | One late Form 4 filed Jan 8, 2025 for share withholding to meet taxes (occurred Jan 5, 2025) |
Merger/Change-in-Control Economics (DEFM14A, Per Share Consideration $16.75)
| Component | Amount ($) |
|---|---|
| Company Options (in-the-money value) | 714,386 |
| Company RSUs | 70,730 |
| Company PSUs (assumes max vesting; see footnote) | 680,134 |
| Company RSAs | 213,750 |
| Total Golden Parachute Equity Value | 1,679,000 |
| Estimated Value of Personal Holdings Realized at $16.75 | 3,147,590 |
Notes:
- At the Effective Time, options vest, then are cashed out for intrinsic value if strike < $16.75; options with strike ≥ $16.75 are canceled for no consideration .
- PSUs/RSUs/RSA treatment per Equity Incentive Plan change-in-control terms; RSUs/RSA vest and convert to cash unless held by rolling stockholders; PSUs vest per committee determination .
Related Party and Governance Considerations
- Family relationships: Mr. Benarouche is the nephew of Paul Marciano . His spouse (Aurelie Benarouche) and sibling (Benyamin Benarouche) are employees at Guess; FY 2025 compensation disclosed (spouse: $102,550 base and 300 RSUs; sibling: $90,000 base) .
- Insider policy and governance: Executive stock ownership guidelines; clawback; pledging limited; hedging monitored; no option repricing without shareholder approval; no excise tax gross-ups on CoC payments .
Investment Implications
- Alignment: Benarouche’s meaningful beneficial ownership (238k shares; 139k near-term exercisable/vesting) and TSR-based equity emphasize long-term shareholder value alignment; compliance with stock ownership guidelines supports alignment .
- Retention and incentive risk: At-will employment with no severance reduces guaranteed protection; incentives are heavily performance-based (relative TSR and adjusted earnings from operations), which can drive volatility in realized pay; 2025 plan paid zero on core metric, offset by a discretionary award tied to M&A execution .
- Event-driven pressure: The pending merger CoC treatment would accelerate and cash out equity ($1.68M) and monetize holdings ($3.15M), reducing future overhang from unvested awards and potentially diminishing near-term selling pressure post-close due to cash settlement rather than share issuance .
- Governance flags: Familial ties to a controlling insider group and employment of spouse/sibling create perceived conflict risks; minor late Form 4 noted; company mitigants include related party review by Audit Committee, ownership/holding policies, and clawback .