Neal Nackman
G III APPAREL GROUP LTD /DE/About Neal Nackman
Neal S. Nackman is Chief Financial Officer of G‑III Apparel Group and has 21 years of service with the company; he was 65 in fiscal 2025 . Under the CFO team, G‑III delivered fiscal 2025 net sales of $3.18B vs. $3.10B in fiscal 2024, GAAP diluted EPS of $4.20 vs. $3.75, and non‑GAAP diluted EPS of $4.42 vs. $4.04; adjusted EBITDA was $325.9M vs. $324.1M, and inventories declined 8% YoY . G‑III’s TSR outperformed the S&P 1500 Apparel, Accessories & Luxury Goods Industry Index over the 1, 3 and 5‑year periods ended January 31, 2025, and fiscal 2025 was highlighted as an outstanding year positioning the company for long‑term growth and profitability . Nackman is the signatory on G‑III’s earnings 8‑K filings in his capacity as CFO, evidencing financial reporting responsibility .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| G‑III Apparel Group | Chief Financial Officer | 21 | Oversaw finance during a year of record non‑GAAP EPS and improved balance sheet; net sales $3.18B, non‑GAAP EPS $4.42, adjusted EBITDA $325.9M |
External Roles
Not disclosed in company proxy statements reviewed .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $750,000 | $750,000 | $750,000 |
| All Other Compensation ($) | $24,800 | $26,352 | $30,576 |
| Life Insurance Premiums ($) | $12,600 | $13,152 | $16,776 |
| 401(k) Matching ($) | $12,200 | $13,200 | $13,800 |
Notes:
- No stock options were granted/held; equity compensation is via RSUs/PSUs .
Performance Compensation
Annual Cash Incentive – Structure and Outcomes
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Target Award ($) | $1,500,000 (60% adj. pre‑tax income vs. budget; 40% individual) | $750,000 (60% adj. pre‑tax income vs. budget; 40% individual) |
| Program Design Outcome | Company funding 234.6% (adj. pre‑tax income, share count modifier, EPS modifier) | Company funding 225.4% (adj. pre‑tax income, share count modifier, EPS modifier) |
| Actual Bonus Paid ($) | $1,000,000 (negative discretion to align with market practice) | $1,000,000 |
Design details (company-level funding framework for CEO/President/EVP; CFO/CGO use blended score with individual performance):
- FY 2024 company metrics: adj. pre‑tax income 200%, share count modifier 102%, EPS modifier 115% ⇒ 234.6% overall .
- FY 2025 company metrics: adj. pre‑tax income 200%, share count modifier 103%, EPS modifier 109% ⇒ 225.4% overall .
Long‑Term Incentives – Grants, Vesting, and Performance Metrics
| Item | FY 2023 Grants | FY 2024 Grants | FY 2025 Grants |
|---|---|---|---|
| RSUs Awarded (#) | 5,727 (cliff vest 4/1/2025) | 14,469 (cliff vest 6/15/2026) | 7,812 (cliff vest ~3/27/2027) |
| PSUs Awarded (#) | 5,727 (performance period FY2023–FY2025) | 14,469 (performance period ends 6/15/2026) | 7,812 (performance period ends ~3/28/2027) |
| Grant Date Fair Value ($) | N/A (not separated in 2023 table) | $224,993 (RSUs) / $224,993 (PSUs) | $224,986 (RSUs) / $224,986 (PSUs) |
| PSU Metrics & Weighting | Cum. Adjusted EBIT (75%), ROIC (25%) (3‑year) | Cum. Adjusted EBIT (75%), ROIC (25%) (3‑year) | Cum. Adjusted EBIT (75%), ROIC (25%) (3‑year) |
| PSU Payout (FY2023–FY2025 cycle) | 61% of target (EBIT 39%, ROIC 22%) | N/A | N/A |
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Common Shares Beneficially Owned | 41,117 (<1%) |
| Additional Rights to Receive (Unvested Awards) | 31,633 RSUs + 31,633 PSUs (subject to vesting/performance) |
| Unvested RSUs Outstanding by Grant | 7,812 (2025 grant; vests ~3/27/2027) • 14,469 (2024 grant; vests 6/15/2026) • 5,727 (2023 grant; vested 4/1/2025) |
| Unvested PSUs Outstanding by Grant | 7,812 (2025 grant; performance through ~3/28/2027) • 14,469 (2024 grant; performance through 6/15/2026) |
| Options (Exercisable/Unexercisable) | None outstanding |
| Stock Ownership Guideline | 1× annual base salary for non‑director NEOs; 50% net share retention until met |
| Compliance with Ownership Guideline | All officers/directors in compliance except specified new appointees; Nackman not listed as exception |
| Pledging/Hedging | Prohibited by policy; Board may permit pledge in limited cases; none of our executives have pledged shares |
| Insider Trading Controls | 10b5‑1 cooling‑off periods; blackout restrictions; withholding-only transactions allowed |
Employment Terms
| Provision | Key Terms |
|---|---|
| Severance (without “Cause”) | One year of benefits, salary, and bonus (bonus based on average of prior two years) |
| Change‑in‑Control (double trigger) | If terminated without “cause” or for “good reason” within 3 months before or 2 years after a change‑in‑control: 1.5× (highest annual salary in prior 1 year + average annual bonus over prior 2 years), paid over 18 months; subsidized group health benefits; 280G cutback if exceeding threshold |
| Equity Vesting on CIC | No automatic acceleration; if awards are assumed, acceleration only upon involuntary termination within 2 years after CIC (“double trigger”); if not assumed, vesting accelerates at CIC |
Compensation Structure Analysis
- Year‑over‑year mix: Nackman’s annual cash incentive target was reset from $1.5M in FY2024 to $0.75M in FY2025, enhancing alignment with budgeted profitability and individual performance; actual bonuses were $1.0M in both years despite lower target in FY2025 .
- Equity emphasis: Consistent RSU/PSU grants with 3‑year cliff vesting and PSU metrics tied to cumulative adjusted EBIT and ROIC; FY2023–FY2025 PSU cycle paid at 61%, evidencing rigorous targets and performance sensitivity .
- Governance protections: Clawback policy (3‑year lookback for restatements), anti‑hedging/anti‑pledging, and robust ownership guidelines promote long‑term alignment and risk mitigation .
Vesting Schedules and Insider Selling Pressure
- Near‑term vesting events:
- FY2024 grants vest on 6/15/2026 (RSUs) and complete PSU performance on/before 6/15/2026, potentially increasing deliverable shares then .
- FY2025 grants vest on ~3/27–3/28/2027 (RSUs/PSUs), subject to performance for PSUs .
- Policy constraints reduce opportunistic selling: blackout windows, 10b5‑1 plan cooling‑off periods, and ownership retention requirements until guidelines are met .
Equity Ownership & Alignment Red Flags
- Pledging/Hedging: None permitted and none of our executives have pledged shares, reducing alignment risk .
- Options repricing: Not permitted without shareholder approval; no options outstanding for Nackman .
- Related‑party transactions: Not indicated for Nackman in reviewed sections .
- Say‑on‑pay feedback (context): Company faced prior shareholder concerns focused on CEO/Vice Chairman legacy cash formulas; compensation programs were redesigned to be majority performance‑based with caps—relevant to overall governance credibility supporting CFO plan integrity .
Employment Terms
| Item | Detail |
|---|---|
| Severance Multiple (No CIC) | 1× salary + average bonus (two prior years) + benefits for one year |
| CIC Multiple (Double Trigger) | 1.5× (highest prior‑year salary + average bonus over two prior years), paid over 18 months; benefits continuation; 280G cap if needed |
| Non‑Compete/Non‑Solicit | Not specified for Nackman in reviewed documents; equity plan double‑trigger applies at CIC |
Investment Implications
- Alignment and retention: Lower FY2025 bonus target with consistent equity mix and strict governance (clawback, anti‑pledging, ownership guidelines) supports long‑term alignment; double‑trigger vesting lowers windfall risk while preserving retention through 2026–2027 cliffs .
- Potential selling windows: Material vesting events in June 2026 and March 2027 could increase deliverable shares; blackout and 10b5‑1 controls mitigate timing risk, but monitor Form 4 activity around these dates for flow‑of‑funds signals .
- Performance sensitivity: PSU structure tied to cumulative EBIT and ROIC, with FY2023–FY2025 payout at 61%, indicates disciplined targets—future PSU outcomes will reflect execution on owned‑brand growth and license transitions impacting profitability and capital efficiency .
- Overall risk: No pledging, no options outstanding, and compliance with ownership guidelines reduce governance red flags; severance economics are moderate vs. market and include 280G cutbacks, limiting change‑of‑control inflation risk .