Cheryl Vitali
G III APPAREL GROUP LTD /DE/About Cheryl Vitali
Independent director of G-III Apparel Group since 2011; age 64. Current role: General Manager, L’Oréal (Project Energy transformation). Former Global President, American Luxury Brands (Kiehl’s, Urban Decay, IT Cosmetics, Clarisonic) 2020–2023; prior Kiehl’s Worldwide GM for ~10 years; earlier senior marketing roles at Lancôme (2009–2010), Maybelline/Garnier (2003–2009) and executive roles at Revlon and Procter & Gamble. Committee: Nominating & Corporate Governance (member). The Board has determined she is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| L’Oréal USA | General Manager, Project Energy transformation | Current (as of proxy date) | Leads transformation project |
| L’Oréal | Global President, American Luxury Brands (Kiehl’s, Urban Decay, IT Cosmetics, Clarisonic) | 2020–2023 | Oversaw global brand equity and strategy |
| L’Oréal | General Manager, Kiehl’s Worldwide | ~10 years (prior to 2020) | Ran global Kiehl’s division |
| L’Oréal | SVP Marketing, Lancôme | 2009–2010 | Senior brand marketing leadership |
| L’Oréal | SVP Marketing, Maybelline New York/Garnier | 2003–2009 | Senior brand marketing leadership |
| Revlon; Procter & Gamble | Various executive roles | Prior to 2003 | Consumer products leadership |
External Roles
| Category | Company/Institution | Role | Dates |
|---|---|---|---|
| Public-company boards | None disclosed | — | — |
Board Governance
- Independence: Board determined Vitali and other non-employee directors are independent; independent directors comprise 77% of the Board (assuming nominees elected) .
- Committee assignments: Nominating & Corporate Governance Committee (member); the Committee met 2 times in fiscal year ended Jan 31, 2025 .
- Board/committee attendance: Board held 4 meetings and 3 unanimous written consents; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Other committees’ activity for context: Audit met 8 times; Compensation met 4 times .
- Leadership structure: Combined Chair/CEO; a Lead Independent Director (Richard White) provides counterbalance with defined responsibilities .
Fixed Compensation
| Fiscal Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| FY2025 (year ended Jan 31, 2025) | 82,000 | 129,983 | — | — | 211,983 |
Notes: Cash includes annual director retainer plus committee retainers and chair/lead fees where applicable (Vitali is not a chair/lead) .
Performance Compensation
| Element | Detail |
|---|---|
| Annual director equity grant (FY2025) | RSUs enabling receipt of up to 4,737 shares, effective after election at the 2024 Annual Meeting; vest on the first anniversary of the 2024 Annual Meeting; grant date fair value computed under ASC 718 (Vitali’s stock awards value: $129,983) . |
| Additional RSUs for leadership roles | Not applicable to Vitali (incremental RSUs awarded to Lead Independent Director, Audit Chair, Nominating Chair only) . |
| Unvested RSUs outstanding (as of Jan 31, 2025) | 6,432 RSUs . |
| Performance metrics | Director RSU terms described as RSUs subject to specified conditions with time-based vest on anniversary; no separate performance metric disclosure for director awards . |
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Other current public company boards | None disclosed for Vitali . |
| Compensation Committee interlocks | Company discloses no interlocks or relationships requiring Item 404 disclosure for members of the Compensation Committee; Vitali is not on that committee . |
| Related-party transactions | Board independence determination states no material business relationship between G‑III and any independent director, including any affiliated entity . |
Expertise & Qualifications
- Brings deep consumer brand, retail and global marketing expertise across leading beauty brands; Board explicitly cites her retail, marketing and branding expertise as valuable .
Equity Ownership
| Measure | Amount |
|---|---|
| Beneficial ownership (as of April 17, 2025) | 56,094 shares; <1% of outstanding . |
| RSUs vesting within 60 days of 4/17/2025 | 1,695 RSUs . |
| Additional RSUs right to receive (beyond above) | 4,737 RSUs subject to time-vesting . |
| Unvested RSUs outstanding (1/31/2025) | 6,432 RSUs . |
| Hedging/pledging | Company policy prohibits hedging and pledging; Board may permit limited pledges in rare cases. No pledge is disclosed for Vitali . |
| Ownership guidelines | Non-employee directors must hold stock equal to 5x annual cash retainer . |
| Guideline compliance | All officers and directors are in compliance except certain newer directors/executives (Vitali not identified among exceptions) . |
Insider Trading and Section 16 Compliance
| Item | Disclosure |
|---|---|
| Section 16(a) reporting | Form 4 filings for several directors, including Vitali, were made late on June 25, 2024 due to an administrative error . |
| Trading policy | Insider Trading, Hedging and Pledging Policy restricts trading during blackout periods, prohibits hedging and pledging (with limited Board exceptions) . |
Governance Assessment
-
Strengths
- Independent director with long-standing consumer brand expertise aligned to G‑III’s portfolio; serves on Nominating & Corporate Governance, supporting board composition and governance oversight .
- Attendance and engagement: each director met ≥75% attendance; all attended 2024 AGM .
- Ownership alignment: 5x retainer guideline in place; company reports directors/officers (excluding specified newer appointees) are compliant, and Vitali holds 56,094 shares with additional RSUs outstanding .
- Anti-hedging/pledging and clawback policies enhance governance; clawback with 3‑year lookback for executives is disclosed (directionally supportive of overall pay governance) .
-
Watch items
- Combined Chair/CEO structure remains, mitigated by defined Lead Independent Director role and stockholder outreach led by the Lead Independent Director .
- Administrative late Form 4 filings in June 2024 (company-attributed error) are a minor compliance blemish; no recurring pattern noted in disclosure .
-
Compensation/independence signals
- Director pay skewed to equity (time‑vested RSUs) promotes alignment; no option awards or special perquisites disclosed for directors; Vitali is not a committee chair or lead, suggesting no incremental fees beyond baseline and committee membership .
- Board’s independence determination explicitly notes no material business relationships with independent directors, reducing related‑party risk for Vitali despite her senior external operating role at L’Oréal .
Sources: G‑III DEF 14A (May 9, 2025). Citations inline.