Richard White
G III APPAREL GROUP LTD /DE/About Richard White
Richard White, age 71, is G‑III’s Lead Independent Director and Chair of the Compensation Committee; he also serves on the Audit and Nominating & Corporate Governance Committees and is designated an Audit Committee Financial Expert. He has been Chief Executive Officer of Aeolus Capital Group LLC since May 2017 and previously held senior roles at Oppenheimer & Co. Inc. and CIBC Capital Partners; he is a Certified Public Accountant. He has served on G‑III’s board since 2003 (and earlier from 1991–1993), with disclosed independence under Nasdaq and SEC rules and board‑level engagement leading shareholder outreach .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Aeolus Capital Group LLC | Chief Executive Officer | May 2017–Present | Financial and strategic management advisory firm leadership |
| Oppenheimer & Co. Inc. | Managing Director; General Partner | 1985–1997; 2004–2017 | Led Private Equity & Special Investments; capital markets expertise |
| CIBC Capital Partners (CIBC World Markets affiliate) | Managing Director | 1997–2002 | Private equity and special investments |
| Aeolus Capital Group LLC | President | 2002–2004 | Strategic management advisory |
| G‑III Apparel Group, Ltd. | Director | Nov 1991–Jul 1993; 2003–Present | Lead Independent Director and committee chair |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Escalade, Inc. | Director | 2004–May 2020 | Sporting goods manufacturer/director experience |
| PARTS iD, Inc. (formerly Legacy Acquisition Corp.) | Director | 2017–Feb 2023 | Public company board experience |
Board Governance
- Independence: Board determined Richard White is independent under Nasdaq Rule 5605(a)(2) and SEC rules; no material business relationship with G‑III .
- Lead Independent Director responsibilities: agenda advising, liaison role, presiding over executive sessions, acting chair in CEO’s absence, stockholder communication resource, overseeing CEO performance assessment and board self‑assessment (with Nominating chair) .
- Shareholder engagement: Outreach led by the Lead Independent Director with management and independent comp consultant; ~60% of shares participated in 2025 discussions .
- Attendance: Each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
| Committee | Role | Audit Committee Financial Expert | FY2025 Meetings |
|---|---|---|---|
| Compensation | Chair | N/A | 4 |
| Audit | Member | Yes | 8 |
| Nominating & Corporate Governance | Member | N/A | 2 |
Fixed Compensation
| Component | Amount (USD) | Basis/Detail |
|---|---|---|
| Annual Director Cash Retainer | $75,000 | Standard non‑employee director retainer |
| Audit Committee Member Retainer | $10,000 | Annual fee for committee membership |
| Compensation Committee Member Retainer | $10,000 | Annual fee for committee membership (separate from chair fee) |
| Nominating & Corporate Governance Member Retainer | $7,000 | Annual fee for committee membership |
| Lead Independent Director Fee | $30,000 | Annual LID cash fee |
| Compensation Committee Chair Fee | $20,000 | Annual chair cash fee |
| Total Cash Fees (FY2025) | $152,000 | Sum of above; aligns with director compensation table |
Performance Compensation
| Equity Element | Grant Value (USD) | RSUs Granted | Vesting |
|---|---|---|---|
| Annual Director RSUs | Policy: $130,000 | Typically 4,737 RSUs | Vest on 1st anniversary of Annual Meeting |
| LID Additional RSUs | Policy: $50,000 | 1,822 RSUs | Same vesting schedule |
| Compensation Chair Additional RSUs | Policy: $20,000 | Not enumerated in footnote | Same vesting schedule |
| Actual FY2025 Stock Awards (Total) | $179,979 | Unvested RSUs held at 1/31/2025: 8,906 | Grants effective after 2024 Annual Meeting; vest on first anniversary |
- RSU vesting is time‑based; no director performance metrics disclosed for equity awards .
Other Directorships & Interlocks
- Current public company boards: None disclosed beyond G‑III .
- Prior public company boards: Escalade, Inc.; PARTS iD, Inc. (formerly Legacy Acquisition Corp.) .
- Interlocks/conflicts: Compensation Committee interlocks/insider participation disclosure indicates no officer/employee service or Item 404 relationships among members; no reciprocal board/comp committee interlocks disclosed . Related party transactions policy governs review/approval of any related party dealings; no Item 404 transactions disclosed for Richard White .
Expertise & Qualifications
- Capital markets, private equity, strategic planning, acquisitions; long career in investment banking and finance .
- Audit literacy: Audit Committee Financial Expert designation; CPA credential .
Equity Ownership
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 113,565 shares (includes RSUs vesting within 60 days and trust holdings) |
| Ownership as % of Shares Outstanding | ~0.26% (113,565 ÷ 43,293,099) based on reported shares outstanding |
| Included RSUs (≤60 days) | 2,347 shares |
| Additional RSU Rights (unvested) | Right to receive 6,559 shares (subject to time vesting) |
| Unvested RSUs at 1/31/2025 | 8,906 RSUs |
| Trust Holdings | 1,268 shares (Elizabeth White Grantor Trust); 1,268 shares (Alexandra White Grantor Trust); trustee with investment control |
| Hedging/Pledging | Company prohibits hedging and pledging; board may grant limited pledge exceptions; “None of our executives has pledged shares” (policy applies to directors and officers) |
| Stock Ownership Guidelines | Non‑employee directors: 5× annual cash retainer; 50% net‑share retention until met; all directors/officers comply except specified newer directors/executive—no exception noted for Richard White |
Governance Assessment
- Board effectiveness: White’s combined roles as Lead Independent Director, Compensation Chair, and Audit Committee Financial Expert strengthen independent oversight of CEO pay design, risk in compensation, and financial reporting; he led investor outreach and pay program reforms after low say‑on‑pay support, aligning with best practices (caps, performance‑weighted equity, clawback, anti‑hedging/pledging) .
- Independence & engagement: Formal independence; ≥75% meeting attendance; active leadership in executive sessions and performance assessments enhance board discipline .
- Compensation alignment: Director pay structure mixes fixed retainers (role‑based) with time‑based RSUs; LID/chair premiums reflect added responsibilities. No performance conditions on director equity mitigates short‑termism, with ownership guidelines promoting alignment .
- Potential conflicts and red flags:
- Related party: None disclosed for White under Item 404; comp committee interlocks clean .
- Section 16 compliance: Administrative late Form 4 filings occurred on June 25, 2024 for multiple directors including White; company attributes to administrative error (minor process red flag, now disclosed) .
- Family ties on board: CEO (Morris Goldfarb) and EVP/Director (Jeffrey Goldfarb) are father‑son; White’s LID role and independent committees provide counterbalance .
Overall, Richard White’s credentials and roles indicate robust independent oversight across pay, audit, and governance. The disclosed late Section 16 filing is a modest process issue; no related‑party exposure is reported for him, and stock ownership policies plus anti‑hedging/pledging strengthen alignment .