Morris Goldfarb
G III APPAREL GROUP LTD /DE/About Morris Goldfarb
Morris Goldfarb, age 74, is Chairman of the Board and Chief Executive Officer of G-III Apparel Group and has served as an executive officer since the company’s formation; he has been a director since 1974 and has 51 years with G-III as of fiscal 2025 . Under his leadership, G-III delivered strong performance in FY2024 and FY2025, with net sales of $3.1B and $3.2B, adjusted EBITDA of $324M and $326M, and non-GAAP diluted EPS of $4.04 and $4.42, respectively . G-III’s TSR outperformed the S&P 1500 Apparel, Accessories & Luxury Goods Index over the one-, three-, and five-year periods ended January 31, 2025, and was competitive with its peer group .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| G-III Apparel Group | Chairman & CEO | 1974–Present | Led strategic pivot after PVH announced long-term termination of Calvin Klein and Tommy Hilfiger licenses; accelerated owned brands (Donna Karan, DKNY, Karl Lagerfeld, Vilebrequin) and added Nautica, Halston, Champion, Converse, BCBG licenses |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $1,000,000 | $1,148,077 | $1,350,000 |
| All Other Compensation ($) | $290,888 | $188,964 | $287,656 |
| Notes | Salary increased to $1.35M with new agreement; last prior increase was FY2009 | — | — |
Performance Compensation
Annual Cash Incentive Framework (CEO)
- Target bonus: $4,000,000; payouts based on Adjusted Pre-Tax Income vs budget with modifiers for change in basic shares outstanding (+/-5%) and change in Adjusted EPS (+/-15%); capped at 241.5% of target .
| Metric | Weighting | Threshold | Target | Maximum | Actual | FY 2025 Result (% of Target) |
|---|---|---|---|---|---|---|
| Adjusted Pre-Tax Income vs Budget | 100% | $190.4M | $238.0M | $261.8M | $280M | 200% |
| Change in Basic Shares Outstanding | Modifier (+/-5%) | -5% | 0% | +5% | +3% | 103% |
| Change in Adjusted EPS | Modifier (+/-15%) | -15% | 0% | +15% | +9% | 109% |
| Overall Payout | — | — | — | — | — | 225.4% |
| Executive | Target Award ($) | FY 2025 Payout (% of Target) | FY 2025 Paid ($) |
|---|---|---|---|
| Morris Goldfarb | $4,000,000 | 225.4% | $9,015,000 |
- FY 2024 annual cash incentive used same structure; overall payout 234.6% of target; CEO received $9,384,000 .
Long-Term Incentives (LTI)
- Structure: Majority performance-based (PSUs 60%), Time-based (RSUs 40%); 3-year cliff vesting; PSUs tied to Cumulative Adjusted EBIT (75%) and ROIC (25%), with 0–150% payout scale .
| Fiscal Year | Grant Date Fair Value | RSUs Awarded | PSUs Awarded | Vesting Schedule |
|---|---|---|---|---|
| FY 2025 | $6,000,000 | 83,333 | 125,000 | RSUs vest Mar 27, 2027; PSUs vest Mar 28, 2027 subject to performance and time |
| FY 2024 | $4,050,000 | 104,180 | 156,270 | RSUs/PSUs vest Jun 15, 2026 subject to conditions |
- PSU results for FY2023–FY2025 cycle: Cumulative Adjusted EBIT achieved $884M vs target $980M (52% of tranche); ROIC achieved 11.6% vs target 11.8% (90% of tranche); total payout 61% .
Special Inducement Award (CEO)
- One-time performance-based inducement PSUs to support transition to capped cash incentive: 700,000 shares subject to stock price hurdles ($25–$30 average over 15 days) and 3-year time vesting; achieved >$30 as of Jan 31, 2024; relative TSR modifier +/-20% vs S&P 1500 Apparel index; vesting Aug 9, 2026 subject to continued service and conditions .
Equity Ownership & Alignment
| Ownership Item | Amount | Notes |
|---|---|---|
| Beneficial Ownership (Shares) | 4,447,456 | Includes family entities/trusts; see footnote detail |
| % of Shares Outstanding | 10% | Based on 43,293,099 shares outstanding as of Apr 17, 2025 |
| Unvested RSUs (Right to receive) | 277,299 | Subject to time-based vesting |
| Unvested PSUs (Right to receive) | 1,115,950 | Subject to performance and time vesting |
| Options Outstanding | None | — |
| Pledging Policy | Prohibited; Board may grant limited exceptions; none of executives has pledged shares | |
| Hedging Policy | Prohibited | |
| Ownership Guidelines | CEO: 6x base salary; retention of 50% of net shares until compliance; officers/directors largely in compliance | |
| Insider Trading Controls | 10b5-1 plans with cooling-off periods; blackout restrictions |
Employment Terms
| Term | Detail |
|---|---|
| Agreement Term | Effective through Jan 31, 2026; auto-renewal for one year on each Jan 31 beginning Jan 31, 2026 unless notice by Aug 1 of prior year |
| Base Salary | $1,350,000 |
| Annual Incentive | Target $4,000,000; capped; metrics per framework |
| LTI Caps | Annual grant value capped at $6,000,000 and 300,000 shares |
| Severance (No CIC) | 2.0x base salary + 2.0x target bonus (lump sum) |
| Change-in-Control (CIC) | Formula-based lump sum referencing Section 280G (2.99x average annual comp for prior 5 years) + 3 years of benefits |
| Double Trigger Equity | Acceleration only upon involuntary termination within 2 years post-CIC for assumed awards; accelerate if not assumed |
| Clawback | 3-year lookback for restatements; applies to annual bonus and LTI |
| Perquisites | $5,000,000 life insurance; supplemental retirement contribution $100,000/year; limited perqs (tax services, parking) |
Estimated Severance Illustrations (as of Jan 31, 2025)
| Scenario | Cash Separation Payment | Accelerated Equity Vesting | Benefits Continuation | Total |
|---|---|---|---|---|
| Termination without Cause / Resignation for Cause or Good Reason | $10,700,000 | — | — | $10,700,000 |
| CIC + Termination without Cause / Resignation for Cause or Good Reason | $40,883,684 | $39,234,798 | $65,318 | $80,183,799 |
| Notes: Cash equals 2.99x average comp for 2020–2024; equity values per outstanding awards table; actual 280G present value adjustments may reduce equity value in computing cap . |
Board Governance
- Board service: Chairman and CEO; committees: none; director since 1974; age 74 .
- Independence structure: 77% of board members are independent; all Audit, Compensation, and Nominating committees composed entirely of independent directors .
- Meetings and attendance: Board held four meetings in FY2025; each director attended at least 75% of board and committee meetings; all attended 2024 annual meeting .
- Lead Independent Director: Richard White; responsibilities include agenda advisement, liaison role, presiding over executive sessions, external communications, CEO performance assessment, and board self-assessment oversight .
- Governance highlights: Anti-pledging/hedging, robust stock ownership guidelines, clawback policy, regular executive sessions of independent directors, annual say-on-pay vote .
Director Compensation
- As a management director, Morris Goldfarb does not receive director compensation; director compensation table covers non-employee directors .
Compensation & Incentives Details
Multi-Year CEO Compensation Summary
| Component ($) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary | $1,000,000 | $1,148,077 | $1,350,000 |
| Stock Awards | $4,499,972 | $20,709,998 | $5,999,990 |
| Non-Equity Incentive (Annual Bonus) | $0 | $9,384,000 | $9,015,000 |
| All Other Compensation | $290,888 | $188,964 | $287,656 |
| Total | $5,790,860 | $31,431,039 | $16,652,646 |
Performance Plan and Targets
| Metric | Weight | FY 2025 Target | FY 2025 Actual | Payout Impact |
|---|---|---|---|---|
| Adjusted Pre-Tax Income vs Budget | 100% | $238M | $280M | 200% |
| Modifier: Change in Basic Shares Outstanding | — | 0% | +3% | 103% |
| Modifier: Adjusted EPS | — | 0% | +9% | 109% |
| Overall | — | — | — | 225.4% |
PSU Payout (FY2023–FY2025 Cycle)
| Metric | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|
| Cumulative Adjusted EBIT (75%) | $880M | $980M | $1,080M | $884M | 39% |
| ROIC (25%) | 10.6% | 11.8% | 13.0% | 11.6% | 22% |
| Total PSU Payout | — | — | — | — | 61% |
Compensation Peer Group and Practices
- Peer companies used for benchmarking: Capri, Carter’s, Columbia Sportswear, Deckers, Fossil, Lululemon, Ralph Lauren, Skechers, Steven Madden, Tapestry, Under Armour, Wolverine; practice references: PVH and VF .
- Independent compensation consultant: Compensation Advisory Partners (CAP) engaged since FY2019; no conflicts of interest .
Say-on-Pay & Shareholder Feedback
- FY2024: Majority of shareholders did not support say-on-pay; primary concern was prior uncapped formula bonuses; company negotiated new capped, performance-based agreements for CEO and Vice Chairman; inducement award to CEO addressed transition .
- FY2025: Board and Compensation Committee recommend “FOR” the say-on-pay proposal given improved alignment and performance-based design .
Performance & Track Record
- FY2024 highlights: Inventory right-sized; gross margin +580 bps to 40.1%; licensing revenue +20.7% to $78.2M; strengthened liquidity; Donna Karan relaunch commenced .
- FY2025 highlights: Net cash >$175M; paid down $400M in senior secured notes; repurchased $60M of stock; invested $100M in growth initiatives; owned brands generated >$80M licensing royalty income (+10%) .
- TSR outperformance vs industry index over 1-, 3-, and 5-year periods; competitive vs peer group .
Related Party Considerations
- Family relationship: Morris Goldfarb and director/executive Jeffrey Goldfarb are father and son .
Equity Award Vesting Schedules (CEO)
- FY2025 RSUs: 83,333 units; vest March 27, 2027 (time-based) .
- FY2025 PSUs: 125,000 target units; vest March 28, 2027 subject to 3-year performance and time .
- FY2024 RSUs/PSUs: RSUs vest June 15, 2026; PSUs vest June 15, 2026 subject to performance .
- Inducement PSUs: 700,000 shares (achieved market conditions); vest August 9, 2026 subject to time; relative TSR modifier applies .
Investment Implications
- Alignment improved: Shift to capped annual cash incentive and majority performance-based LTI reduces pay volatility and links rewards to EBIT/ROIC and EPS outcomes; target compensation aligned near peer median .
- Ownership and restrictions: 10% beneficial ownership with substantial unvested PSUs/RSUs; anti-hedging/anti-pledging policies and stock ownership guidelines support alignment and reduce pledging risk .
- Retention and severance: Retention risk mitigated by large unvested equity and new agreements; severance is significant (2x salary + 2x target bonus; CIC up to 2.99x average comp plus benefits) and could be a factor in event-driven scenarios; double-trigger equity accelerates only on post-CIC involuntary termination .
- Governance checks vs dual role: CEO/Chairman structure tempered by strong Lead Independent Director oversight, independent committees, executive sessions, and active shareholder outreach; family relationship on board noted .
- Execution track record: FY2024–FY2025 results show operational resilience and brand strategy progress; TSR outperformance supports management credibility; note dependence transition from PVH licenses to owned/licensed portfolio .