Paul Marciano
GUESSAbout Paul Marciano
Paul Marciano (age 73) is co‑founder, Chief Creative Officer (since August 2015) and a director of Guess?, Inc. (board service since 1990). He previously served as Executive Chairman (2015–2018), Chief Executive Officer and Vice Chairman (2007–2015), and Co‑Chairman/Co‑CEO (1999–2007) . Recent company performance relevant to incentive outcomes: fiscal 2025 revenue was “almost $3 billion” with $174 million in earnings from operations; company relative TSR for the 2y7m period through FY2025 ranked ~27th percentile, producing a 30% of target vesting on the CEO’s 2023 TSR award and a -24.90% TSR over that period (used for vesting) . Shareholder say‑on‑pay support in 2024 was ~84.1% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Guess?, Inc. | Chief Creative Officer | 2015–present | Creative and brand leadership; direct link between management and Board . |
| Guess?, Inc. | Executive Chairman | 2015–2018 | Executive board leadership . |
| Guess?, Inc. | Chief Executive Officer; Vice Chairman | 2007–2015 | Led global operations and strategy . |
| Guess?, Inc. | Co‑Chairman; Co‑CEO | 1999–2007 | Senior leadership during brand expansion . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Paul Marciano Foundation | Affiliated holder of GES shares | n/a | Holds GES shares as disclosed in beneficial ownership footnotes . |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base salary ($) | 1,200,000 | 1,223,521 | 1,200,000 |
| Annual bonus paid – EFO plan ($) | 3,000,000 | 6,030,572 | 0 (threshold not met) |
| Perquisites/other ($) | 386,633 | 438,132 | 450,628 (security, auto, insurance, etc.) |
Notes:
- FY2025 EFO bonus paid $0 as adjusted earnings from operations of $179.5M were below the $220.0M threshold .
- Base salary set at $1.2M under the December 19, 2024 employment agreement .
Performance Compensation
Annual and Special Cash Incentives (FY2025)
| Metric | Threshold | Target | Maximum | Actual | Payout | Notes/Vesting |
|---|---|---|---|---|---|---|
| Earnings from operations (Company) | $220.0M | $266.0M | $290.0M+ | $179.5M | 0% | No bonus paid under EFO program . |
| Licensing segment revenues (Marciano special) | $110.0M ($2.0M) | $113.0M ($3.0M) | $115.0M+ ($4.0M) | $124.4M | $4,000,000 | Paid at maximum (133% of $3.0M target) . |
Parenthetical dollar amounts reflect the payout at each performance level for the licensing incentive .
Equity Awards and Vesting
| Grant | Date | Type | Size | Performance conditions | Vesting |
|---|---|---|---|---|---|
| Annual RSU (FY2025) | 10/8/2024 | Performance- and time‑based RSU | 234,498 | 50% vests if licensing segment EFO ≥ $100.0M (achieved at $115.7M); 50% vests if total revenue ≥ $3.0B (not achieved; actual $2.995B); achieved portion subject to time vesting . | Achieved half vests 1/3 on determination and 1/3 on each of Jan 30, 2026 and Jan 30, 2027, subject to service . |
| One‑time RSU (time‑based) | 12/19/2024 | RSU (time‑based) | 708,216 | Recognition for licensing contributions . | 20% annually on Jan 30, 2026–2030, subject to service . |
| One‑time Licensing Cash Bonus | FY2025 | Cash (time‑vested) | $10,000,000 | n/a | Five equal annual installments FY2026–FY2030; accelerated in certain circumstances . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 14,876,944 shares; 28.3% of outstanding as of Oct 20, 2025 . |
| Options exercisable within 60 days | 348,157 shares (at Oct 20, 2025) . |
| Unvested time‑based RSUs outstanding | 869,118 RSUs excluded from “within 60 days” count (as of Oct 20, 2025) . |
| Shares pledged as collateral | 2,000,000 shares pledged on revolving lines of credit (Oct 20, 2025 and prior years) . |
| Ownership guidelines | Senior executives: 2.5× base salary; all NEOs in compliance as of May 9, 2025 . |
| Hedging/pledging policy | No separate hedging ban; transactions reviewed under the Securities Trading Policy. Pledging limited to ≤50% of beneficially owned shares after meeting ownership guidelines . |
| Voting agreement | With brother Maurice Marciano, excess voting above 42.75% is voted proportionally to unaffiliated holders; as of the 2025 record date their combined voting power was below 42.75% . |
Employment Terms
| Term | Economics/Provision |
|---|---|
| Agreement | Employment agreement dated Dec 19, 2024; term through Feb 2, 2030; Chief Creative Officer . |
| Base salary | $1,200,000; subject to annual review, no decrease . |
| Annual bonus opportunity | Threshold/Target/Max at 100%/200%/300% of base salary, performance criteria set by Compensation Committee . |
| Licensing Segment Bonus | Additional annual bonus tied to licensing revenue; target $3,000,000 . |
| One‑time licensing bonus | $10,000,000; vests in five equal annual installments FY2026–FY2030 . |
| One‑time RSU | 708,216 RSUs; vests 20% annually FY2026–FY2030 . |
| Annual equity from FY2026 | Target grant value ≥ $4,500,000 annually . |
| Severance (no cause/good reason) | 2× (base salary + target bonus), paid over 24 months (accelerated on change in control); pro‑rata current‑year annual bonus and pro‑rata Licensing Segment Bonus; full vesting of remaining installments of the $10M one‑time licensing bonus . |
| Change‑in‑control equity | Under the merger agreement, awards vest at Effective Time (PSUs per award terms; RSUs/RSAs vest; rolling holders receive rollover shares) . |
Illustrative golden parachute quantification (merger proxy assumptions at $16.75 per share on September 29, 2025; may differ from actual):
| Component | Amount ($) |
|---|---|
| Cash (2× base + 2× target bonus + max FY2026 annual bonus + max FY2026 licensing bonus + unpaid portion of $10M one‑time licensing bonus) | 24,800,000 . |
| Equity acceleration (options/RSUs/PSUs/RSA) | 21,204,270 . |
| Total | 46,004,270 . |
Board Governance
- Director since 1990; current Board committees: none (management director) .
- Board is majority independent; independent Chairman (Alex Yemenidjian) and separate CEO roles; executive sessions of independent directors held regularly .
- Board/committees met 6/9/6/4 times (Board/Audit/Compensation/Nominating) in FY2025; all directors attended ≥75% of meetings during service .
- Governance enhancements (2023–2024 ERSRI settlement) created a DEI Council with authority to oversee harassment/discrimination matters and noted certain agreements by Mr. Marciano regarding meetings/activities with current/prospective models .
Director Compensation
- As an employee, Mr. Marciano does not receive additional director compensation; non‑employee director compensation is disclosed separately .
Compensation Structure Analysis
- Cash vs equity mix: FY2025 paid $0 under the EFO annual bonus but paid $4.0M licensing revenue bonus at maximum; granted a new five‑year time‑based $10M cash bonus and 708,216 time‑based RSUs, increasing time‑vested components and retention weight in the mix .
- Performance metrics evolution: To reduce overlap, FY2025 equity for other NEOs emphasized relative TSR; Mr. Marciano’s equity tied to licensing EFO and company revenue thresholds, with half forfeited when the revenue threshold ($3.0B) was narrowly missed at $2.995B, highlighting rigor .
- Clawback and stock policies: Restatement clawback and additional recovery provisions tied to harassment/discrimination; CEO one‑year post‑vesting share holding policy; pledging permitted within limits .
Risk Indicators & Red Flags
- Pledging: 2,000,000 shares pledged as collateral (most recent and prior years) .
- Concentrated control: 28.3% personal beneficial ownership; combined founder voting arrangements can influence outcomes even with a proportional voting cap above 42.75% .
- Governance/Conduct oversight: DEI Council and specific agreements by Mr. Marciano regarding interactions with models underscore ongoing oversight focus .
- Hedging policy: No explicit blanket hedging prohibition, though trades are reviewed under the Securities Trading Policy .
Compensation Peer Group and Say‑on‑Pay
- FY2025 compensation peer group included Abercrombie & Fitch, American Eagle, Capri, Deckers, Levi’s, PVH, Ralph Lauren, Tapestry, Urban Outfitters, among others; FW Cook is the independent consultant .
- 2024 say‑on‑pay approval: approximately 84.1% .
Equity Vesting Schedules and Potential Selling Pressure
| Item | Schedule | Amount |
|---|---|---|
| One‑time RSU (708,216) | 20% annually on Jan 30 of FY2026–FY2030, service‑based | 141,643 per year . |
| One‑time licensing cash bonus ($10M) | 5 equal annual installments FY2026–FY2030 | $2,000,000 per year . |
| FY2025 performance RSU (234,498) – Achieved half | 1/3 on determination (FY2025), then Jan 30, FY2026 & FY2027 | ~39,083 per tranche; half award forfeited . |
These multi‑year time‑based vesting schedules can create periodic liquidity needs and potential selling pressure around vest dates, subject to trading policies .
Employment & Contracts
- Start at Guess in 1981; in current CCO role since 2015; new employment agreement dated Dec 19, 2024 with term through Feb 2, 2030 .
- Non‑compete/specific restrictive covenants are not detailed in the proxy; severance and change‑in‑control protections summarized above .
Investment Implications
- Alignment: Very high insider ownership (28.3%) aligns interests but, combined with 2,000,000 pledged shares, introduces financing and potential forced‑sale risk during stress; pledging is allowed within policy limits .
- Retention and continuity: Five‑year, time‑based $10M cash bonus and 708,216 RSUs vesting through FY2030 are strong retention hooks tying Marciano to licensing outcomes central to Guess profitability .
- Pay‑for‑performance: FY2025 EFO bonus paid zero while the licensing metric paid at max ($4.0M); equity half‑forfeiture on missed revenue threshold demonstrates rigor, but reliance on segment‑specific goals concentrates incentives on licensing performance .
- Transaction optionality: In a go‑private/change‑in‑control scenario, illustrative golden parachute shows $46.0M potential value, including $24.8M cash and $21.2M equity, with rollover equity for “rolling” holders—material economics to consider in deal contexts .
- Governance risk: The DEI Council oversight and specific agreements by Mr. Marciano regarding interactions with models indicate enhanced controls post‑settlement; continued monitoring of governance developments is warranted .
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