Laura Pomerantz
G III APPAREL GROUP LTD /DE/About Laura Pomerantz
Independent director of G-III Apparel Group since 2005; age 77. Vice Chairman and Head of Strategic Accounts at Cushman & Wakefield (since Oct 2014) and Principal/CEO of Laura Pomerantz Real Estate LLC (since Apr 2013). Prior principal at PBS Real Estate (2001–2013). Recognized for deep real estate, apparel and retail expertise supporting Board decision-making .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cushman & Wakefield | Vice Chairman & Head of Strategic Accounts | Oct 2014–present | Strategic accounts leadership; sector network leverage |
| Laura Pomerantz Real Estate LLC | Principal & CEO | Apr 2013–present | Commercial real estate advisory/execution |
| PBS Real Estate LLC | Principal | 2001–Apr 2013 | Commercial real estate advisory/execution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Retail Opportunity Investments Corp. (REIT) | Director | 2007–2025 | Former public company director |
| Mack-Cali Realty Corporation | Director | 2019–2020 | Former public company director |
Board Governance
- Independence: Determined independent under Nasdaq and SEC rules; Board independence at 77% assuming nominees elected .
- Committee membership: Compensation Committee member (all members independent) .
- Board/committee activity: Board met 4 times in FY2025; Audit 8; Compensation 4; Nominating & Corporate Governance 2 .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Lead Independent Director: Richard White; responsibilities include advising agendas/materials, liaison to non-management, presiding executive sessions, stockholder outreach leadership .
- Stockholder engagement and Say-on-Pay: Extensive outreach led by the Lead Independent Director; majority of stockholders did not support Say-on-Pay last year; Board/Comp Committee responded by overhauling CEO/President pay structures, instituting caps and increasing performance equity weighting .
- Compensation consultant: Compensation Advisory Partners (independent; no conflicts) supports the Committee’s design and peer benchmarking .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Director Cash Retainer | $75,000 | Non-employee directors |
| Compensation Committee Member Retainer | $10,000 | Annual committee membership fee |
| Chair/LID fees (not applicable to Pomerantz) | $20,000 (Audit Chair), $20,000 (Comp Chair), $6,000 (Nominating Chair), $30,000 (Lead Independent Director) | Additional fees for specified roles |
| FY2025 Cash Earned (Pomerantz) | $85,000 | $75,000 director retainer + $10,000 Compensation Committee member fee |
Performance Compensation
| Equity Award | Grant Value | Units | Vesting | Notes |
|---|---|---|---|---|
| Annual RSUs (Standard Director Grant) | $129,983 | 4,737 RSUs | Vests on first anniversary of the 2024 Annual Meeting (grants effective after election at 2024 Annual Meeting) | Director equity grants are time-based; no performance metrics or options for directors |
No director options or PSUs; equity awards for directors are time-based RSUs only (no performance metric tie-ins) .
Other Directorships & Interlocks
| Company | Relationship to G-III | Potential Conflict Indicator |
|---|---|---|
| Retail Opportunity Investments Corp. | None disclosed | Former REIT board role; no related-party transactions disclosed with G-III |
| Mack-Cali Realty Corporation | None disclosed | Former REIT board role; no related-party transactions disclosed with G-III |
| Cushman & Wakefield (employer) | Real estate services | No G-III related-party transaction disclosed; Board’s policy requires Audit Committee/disinterested directors approve related-party transactions; none disclosed for Pomerantz |
Expertise & Qualifications
- Significant background in real estate, apparel and retail; experienced business executive providing valuable insight to Board decision-making .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Notable Details |
|---|---|---|---|
| Laura Pomerantz | 20,166 | <1% | Includes 1,695 shares from RSUs vesting within 60 days of April 17, 2025; right to receive 4,737 RSUs subject to time vesting |
Stock Ownership Policy & Alignment:
- Non-employee directors must hold shares valued at 5x annual cash retainer; directors must retain 50% of net-after-tax shares from vesting until guidelines met; all officers/directors compliant except specifically named new directors/executive (Pomerantz not among exceptions) .
- Insider Trading/Hedging/Pledging policy prohibits hedging and pledging; Board may grant limited exceptions; none disclosed for Pomerantz .
Governance Assessment
-
Strengths:
- Long-tenured independent director with domain expertise spanning real estate and retail; active on Compensation Committee overseeing executive/director pay and ownership/clawback policies .
- Solid attendance and board-level engagement; Board and committees meet regularly with documented counts; directors attended ≥75% of meetings and 2024 Annual Meeting .
- Ownership alignment via robust director stock ownership guidelines and anti-hedging/pledging policies; Pomerantz meets guidelines per compliance disclosure .
- No related-party transactions or Item 404 relationships disclosed involving Pomerantz; Compensation Committee interlocks disclosure notes no conflicts among members .
-
Watch items:
- Tenure since 2005 may raise refreshment/independence optics for some investors despite formal independence designation; Board highlights recent refresh and independence progress (77%) and mentorship of newer directors .
- Ongoing oversight credibility of Compensation Committee remains in focus after prior Say-on-Pay shortfall; Board cites concrete remedial steps (caps, performance equity weighting) and outreach, which mitigates risk but requires continued monitoring of shareholder support trends .
Director Compensation (FY2025)
| Component | Amount |
|---|---|
| Fees Earned/Paid in Cash | $85,000 |
| Stock Awards (Grant-date fair value) | $129,983 |
| Total | $214,983 |
Committee Assignments and Meetings (FY2025)
| Committee | Role | Meetings in FY2025 | Attendance |
|---|---|---|---|
| Compensation | Member | 4 | ≥75% (company-wide director minimum attained) |
| Audit | — | 8 | — (not a member) |
| Nominating & Corporate Governance | — | 2 | — (not a member) |
Related Party & Conflicts Review
- Board policy requires Audit Committee or disinterested directors to approve related-party transactions on arm’s length terms; disclosure includes transactions with AWWG and Goldfarb family members; no transactions disclosed involving Pomerantz .
Say-on-Pay & Shareholder Feedback
- Prior year Say-on-Pay did not receive majority support; Board/Comp Committee responded by materially restructuring CEO/President arrangements (hard caps; larger performance-based equity) and sustained investor outreach led by the Lead Independent Director .
RED FLAGS
- None disclosed specific to Pomerantz: no attendance issues, no Item 404 related-party transactions, no pledging/hedging, and compliant with ownership guidelines . Potential optics risk: extended tenure since 2005, mitigated by formal independence and Board refresh efforts .