Michael Shaffer
G III APPAREL GROUP LTD /DE/About Michael Shaffer
Retired Executive Vice President, Chief Operating and Financial Officer of PVH Corp.; age 62; independent director at G-III since 2023; designated Audit Committee Financial Expert. Career includes 30+ years in apparel and finance, with prior roles at PVH overseeing retail, treasury, corporate finance, IT, and logistics, and earlier experience as Senior Auditor at Deloitte & Touche LLP .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PVH Corp. | EVP, Chief Operating and Financial Officer; oversight of retail, treasury, corporate finance, IT, logistics | May 2006–Oct 2021 | Senior finance/operator; deep retail/apparel operating credentials |
| Deloitte & Touche LLP | Senior Auditor | Prior to 1990 | Public accounting foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Torrid Holdings Inc. (NYSE: CURV) | Director | Current | Current public company directorship |
| The Children’s Place | Director | 2023–2024 | Prior public board |
| Build-A-Bear Workshop | Director | 2014–2019 | Prior public board |
Board Governance
- Committees: Audit (Chair); Audit Committee Financial Expert designation .
- Independence: Board determined Shaffer is independent under Nasdaq 5605 and SEC rules; independent directors constituted 77% of the Board assuming all nominees elected .
- Attendance: Board held 4 meetings in FY ended Jan 31, 2025; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Audit Committee workload: 8 meetings in FY2025; Shaffer, Herrero, White, Yaeger members; Audit Committee responsibilities reflect oversight of financial reporting, auditors, and compliance; Shaffer signed the Audit Committee Report as Chairman, recommending inclusion of audited financials in the 10-K .
Fixed Compensation
- Director fee schedule (policy):
- Annual cash retainer: $75,000; Audit/Compensation Committee member retainers: $10,000; Nominating Committee member retainer: $7,000; Additional annual fees: Lead Independent Director $30,000; Audit Chair $20,000; Compensation Chair $20,000; Nominating Chair $6,000 .
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $55,425 | $97,363 |
| Stock Awards ($) | $129,998 | $154,981 |
| Option Awards ($) | — | — |
| All Other Compensation ($) | — | — |
| Total ($) | $185,423 | $252,344 |
Observations: Cash and stock increased in FY2025 vs FY2024, reflecting elevation to Audit Committee Chair (cash chair fee plus incremental RSUs) .
Performance Compensation
- Annual equity structure: RSUs to non-employee directors valued at ~$130,000; incremental RSUs for leadership roles: Lead Independent Director +$50,000 equivalent, Audit Chair +$25,000 equivalent, Nominating Chair +$15,000 equivalent; grants beginning with the 2023 Annual Meeting vest on the first anniversary of the Annual Meeting, subject to election as director .
- FY2025 grants and vesting:
- Base RSUs: up to 4,737 shares per non-employee director; incremental RSUs to Shaffer: +911 in recognition of Audit Chair; awards effective after election at 2024 Annual Meeting, vest on first anniversary of 2024 Annual Meeting; grant date fair value based on closing price on the 2024 Annual Meeting date .
- Unvested RSUs at Jan 31, 2025: Shaffer 5,648 RSUs .
| Component | Grant Detail | Vesting | FY 2024 | FY 2025 |
|---|---|---|---|---|
| Base Director RSUs | Up to 6,407 shares (FY2024 cohort) | 1-year from 2023 Annual Meeting | 6,407 eligible | — |
| Base Director RSUs | Up to 4,737 shares (FY2025 cohort) | 1-year from 2024 Annual Meeting | — | 4,737 eligible |
| Audit Chair Incremental RSUs | Audit Chair recognition | Same vest date as cohort | 1,232 to Chair (Feller, FY2024) | 911 to Shaffer (Audit Chair, FY2025) |
| Stock Awards Fair Value ($) | RSUs grant-date fair value | As disclosed | $129,998 | $154,981 |
| Unvested RSUs at FYE | Count | N/A | 6,407 | 5,648 |
Note: Director equity awards are time-based RSUs; no performance metrics (e.g., EBITDA/TSR) disclosed for director equity grants .
Other Directorships & Interlocks
- Current public company: Torrid Holdings Inc. (retail apparel) .
- Prior public company boards: The Children’s Place (2023–2024); Build-A-Bear Workshop (2014–2019) .
- No specific related-party transactions involving Shaffer are identified in the cited proxy sections; Board-wide policy disclosures are included (see Governance Policies below) .
Expertise & Qualifications
- Audit Committee Financial Expert; extensive operational and financial oversight in retail/apparel; prior public accounting experience .
Equity Ownership
| Metric | Value |
|---|---|
| Shares Beneficially Owned | 6,407 shares (as of April 17, 2025) |
| Ownership % of Shares Outstanding | Less than 1% (“*” in table) |
| Right to Receive (RSUs, near-term) | 5,648 shares subject to time vesting |
| Unvested RSUs at Jan 31, 2025 | 5,648 RSUs |
| Stock Ownership Guidelines | Non-Employee Directors: 5x annual cash retainer |
| Compliance Status | In progress toward guidelines (with other 2023 appointees) |
| Hedging/Pledging | Prohibited for directors; Board may grant limited pledging exceptions; none of executives have pledged shares |
Say-on-Pay & Shareholder Feedback
| Item | 2024 Annual Meeting | 2025 Annual Meeting |
|---|---|---|
| Say-on-Pay Vote | For: 12,591,741; Against: 28,131,838; Abstain: 58,360; Broker Non-Votes: 1,311,242 | For: 33,254,854; Against: 3,622,644; Abstain: 341,515; Broker Non-Votes: 2,216,540 |
Implication: A significant improvement in advisory support year-over-year, a positive governance signal for pay program responsiveness and Board oversight .
Governance Assessment
- Strengths:
- Audit Committee Chair with deep operating/finance background; designated financial expert; 8 Audit Committee meetings reflect active oversight; Audit report signed by Shaffer as Chair recommending inclusion of audited financials .
- Independence affirmed under Nasdaq/SEC standards; Board independence at 77% .
- Attendance threshold met (≥75%); presence at Annual Meeting indicates engagement .
- Robust policies: ownership guidelines (5x retainer for directors), clawback under SEC/Nasdaq, anti-hedging and anti-pledging policies .
- Alignment:
- Equity-based RSUs with vesting aligned to service; additional RSUs reflect accountability in chair roles; unvested RSUs provide ongoing exposure to shareholder outcomes .
- In-progress status toward ownership guideline reflects time-based ramp for 2023 appointees; monitor progression to full compliance .
- Watch items / potential red flags:
- Ownership guideline shortfall (in-progress) is a mild alignment gap to watch until fully satisfied .
- 2024 say-on-pay failure suggests historical shareholder dissatisfaction with NEO pay; 2025 reversal to strong approval indicates remediation, but continued monitoring is warranted for sustained alignment .
- External directorship at Torrid (retail) merits periodic review for competitive or customer/supplier interlocks; no Item 404 transactions identified in cited sections, and independence affirmed .
Overall, Shaffer’s financial rigor and audit leadership support board effectiveness, with improving shareholder signals. Completion of ownership guideline requirements will further strengthen alignment.