Patti Ongman

About Patti H. Ongman

Independent director at G-III since 2022 with 40+ years in omni‑channel retail leadership at Macy’s Inc., including Chief Merchandising Officer (2019–2021). Age 69 (2025 proxy). She is independent under Nasdaq rules and currently serves on G‑III’s Compensation Committee. Her background spans merchandising strategy, financial planning, product development, and integrating stores with digital retail operations .

Past Roles

External Roles

Board Governance

• Independence and service: G‑III’s Board determined Ongman and a majority of directors are independent; all standing committees (Audit, Compensation, Nominating & Corporate Governance) are fully independent .
• Committee: Compensation Committee member (not chair) .
• Attendance: In FY2024 (year ended Jan 31, 2024), the Board met 4 times; each director attended at least 75% of Board/committee meetings, and all directors attended the 2023 annual meeting .
• Governance structures: Non‑employee director cash retainer and equity policy disclosed; executive sessions of independent directors highlighted in governance summary .

Fixed Compensation

Policy context: Annual cash retainer $75,000; committee retainers $10,000 (Audit, Compensation) and $7,000 (Nominating & Corporate Governance); additional annual fees for Lead Independent Director ($30,000) and committee chairs (Audit $20,000; Compensation $20,000; Nominating $6,000) . As a Compensation Committee member (not chair), Ongman’s cash framework aligns to $75,000 + $10,000 = $85,000 .

Performance Compensation

Director equity structure: Annual RSU grant valued at $130,000 for non‑employee directors; add‑ons for LID ($50,000), Audit Chair ($25,000), Nominating Chair ($15,000). Grants prior to 2023 vested over 3 years; grants beginning with the 2023 annual meeting vest on the first anniversary, subject to election at the meeting .

Notes:

• No option awards or director performance‑conditioned equity disclosed; RSUs are time‑based .
• Director equity values computed using closing price on grant date per ASC 718 .

Other Directorships & Interlocks

No other current public company directorships or disclosed interlocks for Ongman in G‑III’s proxies .

Expertise & Qualifications

• Omni‑channel retail operations, merchandising strategy, financial planning, product development, and pricing; integration of stores with digital commerce .
• Independence and Compensation Committee service support board oversight of pay practices .

Equity Ownership

Ownership requirements: Non‑employee directors must hold shares equal to 5x the annual cash retainer; until achieved, retain 50% of net after‑tax shares from equity vesting. As of 2024 and 2025 proxies, Ongman was listed among directors “making progress” toward guidelines (i.e., not yet at guideline at those reporting dates) . Hedging and pledging generally prohibited; limited pledge exceptions may be granted; none of the company’s executives have pledged shares (director‑specific pledges not disclosed) .

Additional RSU rights disclosed over time (counts unvested at year‑end shown in Performance Compensation table) .

Governance Assessment

• Strengths

  • Independent director with deep large‑scale retail and omni‑channel expertise directly relevant to G‑III’s merchandising and brand portfolio .
  • Active on the Compensation Committee; G‑III’s director pay structure balances fixed cash retainer with meaningful annual RSU grants (time‑based vesting), aligning directors with shareholders .
  • Attendance and engagement: Board met 4 times in FY2024; each director attended ≥75% of meetings; all directors attended 2023 annual meeting .
  • Robust policies: ownership guidelines, clawback, anti‑hedging/anti‑pledging, independent committees, regular executive sessions .

• Watch items / potential red flags

  • Ownership guideline status: Ongman was still “making progress” toward the 5x retainer stock ownership guideline as of 2024–2025 proxy disclosures; continued monitoring until guideline is achieved is warranted .
  • Concentration of director equity awards in time‑based RSUs (no performance linkage for directors) places alignment primarily via share price exposure rather than explicit performance metrics—standard for boards but limits performance‑conditioned equity signals .

• No identified conflicts: The Board determined Ongman has no material business relationship with G‑III; she meets Nasdaq independence standards. No related‑party transactions involving her are disclosed in the proxies reviewed .