Jeffrey Goldfarb
G III APPAREL GROUP LTD /DE/About Jeffrey Goldfarb
Jeffrey Goldfarb, age 48, is Executive Vice President of G‑III Apparel Group and has served on the Board since 2009; he became EVP in June 2016 after serving as Director of Business Development from 2004–2016 and has been employed full-time by G‑III since 2002. He is also licensed as an attorney . Company performance in fiscal 2025: Net Sales $3.2B, Adjusted EBITDA $326M, Non‑GAAP Net Income $204M, Non‑GAAP Diluted EPS $4.42, with TSR outperforming the S&P 1500 Apparel, Accessories & Luxury Goods Index over 1, 3 and 5 years ended Jan 31, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| G‑III Apparel Group | Executive Vice President | 2016–present | Member of leadership team that pivoted strategy after PVH announced long-term termination of Calvin Klein/Tommy Hilfiger licenses, accelerating owned brands (DKNY, Donna Karan, Karl Lagerfeld, Vilebrequin), expanding licenses (Nautica, Halston, Champion, Converse, BCBG), improving margins and EPS . |
| G‑III Apparel Group | Director of Business Development | 2004–2016 | Supported growth and diversification across brands and channels; background used to inform board input on operations . |
| G‑III Apparel Group | Various roles | 2002–2004 | Built broad knowledge of business; operational contributions noted by Board qualifications . |
External Roles
- None disclosed in proxy .
Fixed Compensation
Multi-year compensation summary (fiscal years ended Jan 31):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 950,000 | 950,000 | 950,000 |
| Stock Awards – Grant Date Fair Value ($) | 1,499,991 | 1,349,988 | 1,749,974 |
| Non-Equity Incentive Compensation ($) | 1,600,000 | 3,525,000 | 3,381,000 |
| All Other Compensation ($) | 35,475 | 36,538 | 38,208 |
| Total Compensation ($) | 4,085,466 | 5,861,526 | 6,119,182 |
Additional fixed elements (FY 2025 detail):
| Component | FY 2025 Amount | Notes |
|---|---|---|
| Life insurance premiums ($) | 3,500 | Company-paid premiums |
| 401(k) matching contribution ($) | 13,800 | Plan match formula disclosed |
| Perquisites ($) | 20,908 | Automobile and parking reimbursement |
Target annual incentive opportunity:
| Executive | Target Bonus ($) | Plan Cap (% of Target) |
|---|---|---|
| Jeffrey Goldfarb | 1,500,000 | 241.5% |
Performance Compensation
Annual cash incentive mechanics and FY 2025 payout:
| Metric | Weighting | Threshold | Target | Maximum | Actual | FY 2025 Result (% of Target) |
|---|---|---|---|---|---|---|
| Adjusted Pre-Tax Income vs Budget | 100% | $190.4M | $238.0M | $261.8M | $280.0M | 200% |
| Change in Basic Common Shares Outstanding | Modifier | -5% | 0% | +5% | +3% | 103% |
| Change in Adjusted EPS | Modifier | -15% | 0% | +15% | +9% | 109% |
| Overall Funding | — | — | — | — | — | 225.4% |
FY 2025 annual cash incentive award for Jeffrey Goldfarb:
| Executive | Position | Target Award ($) | Actual Achievement (% of Target) | FY 2025 Annual Cash Incentive ($) |
|---|---|---|---|---|
| Jeffrey Goldfarb | Executive Vice President | 1,500,000 | 225.4% | 3,381,000 |
Long-term incentives and vesting:
| Fiscal 2025 Grant | Grant Date Fair Value ($) | RSUs Awarded (#) | PSUs Awarded (#) | Vesting/Performance |
|---|---|---|---|---|
| Jeffrey Goldfarb | 1,749,974 | 24,305 | 36,458 | 3-year cliff vest RSUs on 3/27/2027; PSUs subject to 3-year performance on Cumulative Adjusted EBIT (75%) and ROIC (25%) through FY 2027 . |
Prior PSU cycle (FY 2023–2025) payout:
| Metric | Threshold | Target | Maximum | Actual | Weighting | Payout Contribution |
|---|---|---|---|---|---|---|
| Cumulative Adjusted EBIT (75%) | $880M | $980M | $1,080M | $884M | 75% | 39% |
| ROIC (25%) | 10.6% | 11.8% | 13.0% | 11.6% | 25% | 22% |
| Total PSU Payout | — | — | — | — | — | 61% |
Vesting events FY 2025:
| Shares Vested (RSUs) | Vest Date | Value on Vesting ($) |
|---|---|---|
| 39,770 | April 1, 2024 | 1,249,971 (at $31.43 per share) |
Equity Ownership & Alignment
As of April 17, 2025:
| Ownership Metric | As of 4/17/2025 |
|---|---|
| Beneficial Ownership (Shares) | 507,011 |
| Ownership as % of Shares Outstanding | 1% (out of 43,293,099) |
| Direct/Indirect Holdings Detail | Joint with spouse: 70,663; JARS Portfolio LLC: 47,170; Amanda Julie Goldfarb Trust 2007: 24,896; Ryan Gabriel Goldfarb Trust 2009: 2,200 . |
| Unvested RSUs (rights to receive) | 131,311 |
| Unvested PSUs (rights to receive) | 119,147 |
| Outstanding RSUs Not Yet Vested | 24,305 (FY25 grant, vests 3/27/2027) |
| Outstanding PSUs Not Yet Vested | 36,458 (FY25 grant, performance period to 3/28/2027) |
| Additional Outstanding RSUs/PSUs | 43,408 RSUs and 43,408 PSUs from FY2024 awards (vest 6/15/2026, subject to performance) ; 38,526 RSUs from FY2023 (time-vested 4/1/2025) . |
| Options | None outstanding . |
| Pledging/Hedging | Prohibited; none of executives has pledged shares . |
| Stock Ownership Guidelines | NEOs who are directors must hold 2x base salary; 50% net-after-tax retention until met; Jeffrey is in compliance . |
Insider trading controls: blackout periods and 10b5‑1 cooling‑off periods apply; trades via approved plans only; retention/withholding allowed for tax obligations without open‑market transaction .
Employment Terms
| Term Element | Disclosure |
|---|---|
| Employment Agreement Term | Effective through Jan 31, 2027; auto-renewal for one-year periods on each Dec 1 prior to term end, starting Dec 1, 2026 unless notice of non-renewal . |
| Base Salary | $950,000 . |
| Annual Incentive Target | $1,500,000 (plan based on Adjusted Pre‑Tax Income with EPS and share-count modifiers; cap 241.5% of target) . |
| Severance – Without Cause/Good Reason | Salary, bonus, benefits accrued through termination plus continuation of salary and annual bonus for 24 months; bonus equals greater of average of prior 2 fiscal years or $500,000 per year (and highest annual salary in prior year used) . |
| Change-in-Control Severance | 2x the sum of highest annual salary in prior year and greater of average prior 2-year cash bonus or $500,000; continuation of specified benefits; double-trigger equity acceleration under plan terms . |
| Estimated Payouts (as of Jan 31, 2025) | Non-CIC termination: $8,872,101 total (Base $1,900,000; Bonus $6,906,000; Benefits $66,101) ; CIC termination: $14,682,300 total (Base $1,900,000; Bonus $6,906,000; Accelerated equity $5,810,198; Benefits $66,101; subject to 280G cap) . |
| Restrictive Covenants | Non‑compete, non‑solicit, confidentiality covenants apply as condition to severance . |
| Clawback Policy | 3-year lookback for restatements; recoupment of performance-based bonuses and LTIs tied to restated results . |
Board Governance
| Attribute | Detail |
|---|---|
| Board Service | Director since 2009 . |
| Independence | Not independent; independent directors constitute 77% of Board post-2025 Annual Meeting . |
| Committee Memberships | None . |
| Board Leadership | CEO also serves as Chairman; Lead Independent Director role established with enumerated responsibilities . |
| Attendance | Board held 4 meetings; each director attended ≥75% of Board/committee meetings; all directors attended 2024 Annual Meeting . |
| Director Compensation | None for executive directors (including Jeffrey); director compensation applies only to non‑employee directors . |
Dual-role implications:
- Jeffrey is both an executive officer and director and is the son of Chairman/CEO Morris Goldfarb; related-party policy governs such relationships and his compensation was approved by the Compensation Committee and ratified by the Audit Committee .
- Board independence and a Lead Independent Director mitigate governance concerns, but the CEO/Chairman dual role persists .
Compensation Structure Analysis
| Observation | Evidence |
|---|---|
| Inclusion in redesigned, performance-heavy program | New annual cash incentive framework (Adjusted Pre‑Tax Income + EPS/share modifiers) with payout cap; Jeffrey added to program during FY 2024 renegotiations . |
| Shift toward PSUs | FY 2025 LTIs were 60% PSUs / 40% RSUs (3‑year cliff), tying pay to EBIT and ROIC over 3 years . |
| No options, no repricing | No stock options outstanding or repriced; equity is RSUs/PSUs . |
| Clawback, anti‑hedging/pledging | Policies in place; clawback on restatements; hedging/pledging prohibited . |
| Say‑on‑Pay pressure (boardwide) | Majority did not support Say‑on‑Pay last year; board engaged and highlighted reforms (primarily CEO/President), with intent to avoid special awards beyond new agreements . |
Director Compensation
| Component | Annual Amount |
|---|---|
| Cash retainer | N/A (executive director) |
| Committee membership/chair fees | N/A (no committees) |
| Equity grants | N/A (non‑employee directors only) |
Related Party Transactions
| Item | Disclosure |
|---|---|
| Relationship | Jeffrey is the son of Chairman/CEO Morris Goldfarb; executive officer and director . |
| Policy & Approval | Related Party Transactions Policy requires Audit Committee/Board review; Compensation Committee approved Jeffrey’s compensation; Audit Committee ratified . |
| Other related parties | AWWG agency arrangement (Company acquired 18.7% stake); fees $1.7M in FY 2025; $1.2M payable at year-end (company-level) . |
Equity Vesting & Potential Selling Pressure
| Upcoming Key Dates | Detail |
|---|---|
| June 15, 2026 | FY 2024 RSUs vest; FY 2024 PSUs vest subject to performance . |
| March 27–28, 2027 | FY 2025 RSUs (3/27) and PSUs (3/28) cliff vest after performance period . |
- Company policy restricts trading during blackout periods and requires 10b5‑1 plans with cooling‑off (90–120 days for directors/Section 16 officers), reducing opportunistic selling risk; retention/withholding of shares for tax is allowed without open‑market sales .
- No pledging or hedging permitted; none of executives has pledged shares .
Investment Implications
- Alignment: High proportion of at-risk pay for Jeffrey via capped annual incentive and 60% PSU mix tied to EBIT/ROIC supports pay-for-performance and longer-term value creation; stock ownership guidelines compliance and anti-hedging/pledging policies strengthen alignment .
- Retention risk: Employment agreement provides 24-month salary+bonus severance and robust CIC protections (2x salary+bonus and double-trigger equity), lowering near-term attrition risk but increasing potential change-in-control costs; estimated CIC package $14.68M as of FY 2025 .
- Trading signals: Large cliff vesting events (FY 2024/2025 grants) could create mechanical supply from tax withholding or plan trades around vest dates, though blackout and 10b5‑1 constraints moderate timing; watch June 2026 and March 2027 .
- Governance: Dual CEO/Chairman structure and family relationship (CEO’s son) warrant continued scrutiny; mitigants include a 77% independent Board, Lead Independent Director, recoupment policy, and committee oversight of compensation/related party matters .