Andrew Yaeger
G III APPAREL GROUP LTD /DE/About Andrew Yaeger
Andrew Yaeger, age 47, is an independent director of G‑III Apparel Group, serving since 2023. He is Global Head of the Strategic Equity Transactions Group at Jefferies Financial Group Inc. (since 2021) and is designated an Audit Committee Financial Expert; he serves on the Audit Committee. The Board has determined he is independent under Nasdaq Rule 5605, with no material business relationship with G‑III or entities with which he is affiliated .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jefferies Financial Group Inc. | Global Head, Strategic Equity Transactions Group | 2021–present | Capital markets structuring; financing expertise |
| Deutsche Bank | Various leadership roles incl. Global Head, Strategic Equity Transactions Group; roles in Equity Capital Markets and Structuring | 2004–2021 | Strategic transactions; cross-asset structuring |
| Bear Stearns | Investment banking and derivatives | ~5 years prior to Deutsche Bank | Derivatives/investment banking experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jefferies Financial Group Inc. | Global Head, Strategic Equity Transactions Group | 2021–present | Executive role; not disclosed as a public company directorship in proxy |
Board Governance
- Committee assignments: Audit Committee member; designated Audit Committee Financial Expert .
- Independence: Determined independent under Nasdaq Rule 5605; no material business relationship with G‑III .
- Attendance: During FY ended Jan 31, 2025, each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Meeting cadence FY2025: Board 4; Audit 8; Compensation 4; Nominating & Governance 2 .
- Lead Independent Director and executive sessions: Board maintains a Lead Independent Director and holds regular executive sessions of independent directors .
| Committee | Role | FY2025 Meetings |
|---|---|---|
| Audit | Member; Audit Committee Financial Expert | 8 |
| Compensation | — | 4 |
| Nominating & Corporate Governance | — | 2 |
| Board of Directors | Director (independent) | 4 |
Fixed Compensation
Policy (Non‑Employee Directors):
- Annual cash retainer: $75,000 .
- Committee member retainers: Audit $10,000; Compensation $10,000; Nominating & Governance $7,000 .
- Additional fees: Lead Independent Director $30,000; Audit Chair $20,000; Compensation Chair $20,000; Nominating & Governance Chair $6,000 .
FY2025 actual (year ended Jan 31, 2025):
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $81,181 |
| Notes | Cash includes director retainer and applicable committee member fees per policy |
Performance Compensation
Policy (Non‑Employee Directors):
- RSUs: Annual grant valued at $130,000; time‑based vesting. Lead Independent Director +$50,000 RSUs; Audit Chair +$25,000; Nominating & Governance Chair +$15,000. Grants beginning with the 2023 Annual Meeting vest on the first anniversary of the Annual Meeting (subject to election) .
FY2025 equity awards:
| Award Type | Grant Value ($) | Shares/Units | Vesting |
|---|---|---|---|
| RSUs (Director annual grant) | $129,983 | Up to 4,737 RSUs (unvested as of Jan 31, 2025) | Vest on first anniversary of the 2024 Annual Meeting (time‑based) |
No performance metrics apply to director RSUs; they are time‑vested (no thresholds/targets disclosed) .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Yaeger in G‑III’s proxy; biography lists executive role at Jefferies (not a disclosed public board seat) |
| Committee interlocks | Compensation Committee interlocks section lists members and notes no Item 404 relationships; Yaeger is not on the Compensation Committee |
Expertise & Qualifications
- Capital markets and strategic transactions: Extensive experience structuring equity‑linked and financing solutions (Jefferies; Deutsche Bank; Bear Stearns) .
- Audit proficiency: Designated Audit Committee Financial Expert by the Board .
- Governance fit: Independent director; no material business relationships; contributes financing and markets acumen to audit oversight .
Equity Ownership
| Item | Detail |
|---|---|
| Unvested RSUs (as of Jan 31, 2025) | 4,737 RSUs |
| Right to receive RSUs | Aggregate of 4,737 RSUs, subject to time vesting |
| Stock ownership guidelines | Non‑Employee Directors: 5x annual cash retainer; retain 50% of net shares until compliance |
| Compliance status | Directors elected in June 2023 (including Andrew Yaeger) are making progress towards guidelines |
| Hedging/Pledging | Prohibited under Insider Trading, Hedging & Pledging Policy (limited pledge exceptions require Board approval); no pledging disclosed for Yaeger |
Insider Trades
| Date | Filing | Disclosure |
|---|---|---|
| June 25, 2024 | Form 4 | Filed late due to administrative error for multiple directors including Andrew Yaeger |
Governance Assessment
- Strengths: Independent status; Audit Committee Financial Expert; active Audit Committee membership; Board comprised of 77% independent directors; robust ownership, anti‑hedging/pledging, clawback, and director resignation policies support investor alignment .
- Alignment and incentives: Director pay mix balances cash retainer and time‑vested RSUs; annual RSU grants vest after one year, aligning directors with shareholder value without short‑term performance gaming .
- Attendance and engagement: Board and committees met regularly; each director attended at least 75% of meetings; all directors attended 2024 Annual Meeting .
- Ownership guideline progress: Yaeger (elected 2023) is still progressing toward 5x retainer guideline; retention requirement mitigates misalignment risk until guideline is met .
- Potential red flags:
- Late Section 16 Form 4 (June 25, 2024) due to administrative error—minor compliance lapse but broadly disclosed; monitor for recurrence .
- Not yet at ownership guideline—common for newer directors; continued progress expected under retention policy .
- Conflicts: Board affirms no material business relationship between G‑III and independent directors (including affiliations), mitigating conflict concerns from Yaeger’s Jefferies role .