Joyce Brown
G III APPAREL GROUP LTD /DE/About Joyce F. Brown
Dr. Joyce F. Brown (age 78) is President of the Fashion Institute of Technology (FIT) and has served on G‑III’s board since 2023 as an independent director; she brings more than 40 years of public higher‑education leadership, including senior roles at CUNY, professor emerita status, and prior service as NYC Deputy Mayor for public and community affairs . She is independent under Nasdaq/SEC rules and was elected with strong shareholder support in 2025 (34,043,606 votes “For” vs. 3,175,407 “Withheld”) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| City University of New York | Vice Chancellor; Acting President, Baruch College | Prior to 1998 | Senior academic administration leadership |
| NYC Government | Deputy Mayor, Public & Community Affairs (Dinkins Admin.) | Prior to 1998 | Civic/government stakeholder engagement |
| CUNY Graduate School & University Center | Professor of Counseling Psychology; Professor Emerita | Prior to 1998 | Academic governance and pedagogy |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fashion Institute of Technology (FIT) | President | 1998–present | Institutional leadership; fashion industry interface |
| The FIT Foundation | President | Current | Advisory/support body to FIT; fundraising/governance |
| Ralph Lauren Corporation | Director | 2001–2020 | Public company board experience in apparel |
Board Governance
- Independence: The board determined Dr. Brown is independent; no material business relationship with G‑III or affiliated entities .
- Committee assignments: Member, Nominating & Corporate Governance Committee; the committee met 2 times in FY2025 .
- Attendance and engagement: All directors (including Dr. Brown) attended at least 75% of board/committee meetings and the 2024 Annual Meeting; board met 4 times in FY2025 .
- Executive sessions: G‑III holds regular executive sessions of independent directors led by the Lead Independent Director .
Fixed Compensation
| Component | FY2024 | FY2025 |
|---|---|---|
| Annual Cash Retainer (reported) | $48,904 | $78,962 |
| Committee Membership Fees (included in reported cash) | Included (Nominating & Corporate Governance) | Included (Nominating & Corporate Governance) |
| Meeting/Chair/Lead Independent fees (policy) | Chair: $6,000; Lead Independent: $30,000; Committee member: $7,000 (N&CG), $10,000 (Audit/Comp) | Same as FY2024 |
| Total Cash (reported) | $48,904 | $78,962 |
Notes: Policy baseline for non‑employee directors includes $75,000 annual cash retainer plus committee/member fees; Brown is not a committee chair nor Lead Independent Director .
Performance Compensation
| Equity Instrument | Grant Details | Quantity | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (annual director grant) | Standard director grant at 2024 Annual Meeting | 4,737 | $129,993 | Vests on first anniversary of 2024 Annual Meeting |
| Additional RSUs (for chairs/lead) | Not applicable to Brown | — | — | — |
Director equity is time‑based; no performance metrics apply to director RSUs. Policy targets $130,000 RSU value annually, with incremental RSUs for Lead Independent and committee chairs (not applicable to Brown) .
Other Directorships & Interlocks
- Prior public company directorship: Ralph Lauren (2001–2020) .
- Academic/governance roles: FIT President; The FIT Foundation President .
- Interlocks/conflicts: G‑III is a founding member of FIT’s Social Justice Center (disclosed in governance/CSR), but no related‑party transactions with FIT are disclosed; independence determination states no material business relationships for independent directors .
Expertise & Qualifications
- Strategic/industry expertise: Leadership of a premier fashion/apparel institution; stakeholder and public sector governance .
- Board qualification emphasis: Adds deep apparel industry talent pipeline perspective and governance acumen to Nominating & Corporate Governance .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 6,407 (less than 1%) |
| Unvested RSUs (rights to receive) | 4,737 |
| Options (exercisable/unexercisable) | None disclosed for directors |
| Hedging/pledging | Prohibited for directors/executives by policy |
| Ownership guidelines (directors) | 5x annual cash retainer; 50% net shares retention until compliance |
| Guideline compliance status | Making progress (elected June 2023; among directors not yet at guideline but in progress) |
Governance Assessment
- Board effectiveness: Brown strengthens board oversight on director qualifications/governance via Nominating & Corporate Governance Committee participation; committee is fully independent .
- Independence & conflicts: Affirmed independent; related‑party transaction policy requires arm’s‑length terms and committee approval; no FIT‑related RPTs disclosed .
- Attendance & engagement: Meets attendance expectations; full board and committee participation in FY2025 .
- Compensation alignment (director): Mix of modest cash retainer plus time‑vested equity aligns director interests with shareholders without short‑term performance distortions; annual RSU value ~$130k .
- Shareholder confidence: Strong 2025 re‑election vote support for Brown (34.0M “For”, 3.2M “Withheld”) and improved Say‑on‑Pay support overall (33,254,854 For; 3,622,644 Against) .
- RED FLAGS / watch items:
- Late Section 16 Form 4 filings (including Dr. Brown) on June 25, 2024 due to administrative error; company disclosed non‑intentional lateness (administrative) .
- Ownership guideline progress: As a 2023 appointee, still progressing toward 5x retainer guideline; retention rules in place mitigating misalignment risk .
Appendix: Committee, Attendance, and Policy References
- Board meetings: 4 in FY2025; each director ≥75% attendance; all attended 2024 Annual Meeting .
- Nominating & Corporate Governance Committee: 2 meetings in FY2025; Brown is a member .
- Governance highlights: Annual director elections; stock ownership guidelines; anti‑hedging/pledging; clawback policy for executives; director resignation policy; regular executive sessions .