Robert Johnson
G III APPAREL GROUP LTD /DE/About Robert L. Johnson
Robert L. Johnson (age 78) is an independent director of G‑III Apparel Group, Ltd., serving since 2020. He is Founder and Chairman of The RLJ Companies and previously founded and led Black Entertainment Television (BET) as Chairman and CEO until 2006. His disclosed qualifications emphasize experience in real estate, finance, brand development, and multicultural marketing, alongside prior service on audit, governance, and compensation committees at public companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Black Entertainment Television (BET) | Founder, Chairman & CEO | Until 2006 (start not disclosed) | Founded nation’s first Black‑owned cable television network; operated as CEO through 2006 |
| The RLJ Companies | Founder & Chairman | Since 2004 | Built businesses in hotel real estate, private equity, fintech (401k), auto dealerships, streaming, gaming and sports betting |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| RLJ Lodging Trust (NYSE: RLJ) | Chairman of the Board of Trustees | Since 2011 | Current public board role |
| KB Home | Director | 2008–2022 | Prior public board |
| Elevate Credit, Inc. | Director | 2014–2021 | Prior public board |
| Discovery, Inc. | Director | 2021–2022 | Prior public board |
Board Governance
- Independence: Johnson is designated independent under Nasdaq Listing Rule 5605(a)(2) and SEC rules; Board disclosed no material business relationship with G‑III or any affiliated entity for independent directors .
- Committee assignments: Member, Nominating & Corporate Governance Committee; all members of this committee are independent .
- Attendance and engagement: In FY ended Jan 31, 2025, the Board met 4 times; each director attended at least 75% of Board and committee meetings on which they served; all directors attended the 2024 Annual Meeting .
- Committee activity: Nominating & Corporate Governance Committee held 2 meetings in FY ended Jan 31, 2025 .
| Governance Metric | FY 2025 |
|---|---|
| Board meetings held | 4 |
| Nominating & Corporate Governance Committee meetings | 2 |
| Committee membership (Johnson) | Nominating & Corporate Governance (Member) |
| Independence status | Independent |
| Annual meeting attendance (2024) | Attended |
Fixed Compensation
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Cash fees (retainer + committee/role fees) | $82,000 | $82,000 |
| Stock awards (RSUs, grant‑date fair value) | $129,998 | $129,983 |
| Options | — | — |
| Other compensation | — | — |
| Total | $211,998 | $211,983 |
Director compensation policy (structure and fees):
- Cash retainers: Directors $75,000; Audit & Compensation Committee members $10,000; Nominating & Corporate Governance Committee members $7,000; Role fees: Lead Independent Director $30,000; Audit Chair $20,000; Compensation Chair $20,000; Nominating Chair $6,000 .
- Equity grants: Annual RSUs valued at $130,000 to non‑employee directors; additional RSUs for Lead Independent ($50,000), Audit Chair ($25,000), Nominating Chair ($15,000); grants made from 2023 Annual Meeting vest on first anniversary of the Annual Meeting (prior grants were three‑year vesting) .
| Role | Annual Cash Fee |
|---|---|
| Director (base retainer) | $75,000 |
| Audit/Comp Committee member | $10,000 |
| Nominating & Corporate Governance member | $7,000 |
| Lead Independent Director | $30,000 |
| Audit Committee Chair | $20,000 |
| Compensation Committee Chair | $20,000 |
| Nominating & Corporate Governance Chair | $6,000 |
Performance Compensation
- RSU grant sizing (share equivalents): For FY 2024, non‑employee directors received RSUs enabling up to 6,407 shares (effective after the 2023 Annual Meeting; vest on first anniversary of the 2023 Annual Meeting); Johnson’s unvested RSUs at FY 2024 year‑end were 10,799 . For FY 2025, non‑employee directors received RSUs enabling up to 4,737 shares (effective after the 2024 Annual Meeting; vest on first anniversary of the 2024 Annual Meeting) .
- Additional RSUs for certain roles (not Johnson): FY 2025 grants included extra RSUs to the Lead Independent Director (1,822), Audit Chair (911), and Nominating Chair (547) recognizing those roles .
- Vesting: Time‑based, first anniversary of election at Annual Meeting (post‑2023 policy) .
- Performance metrics: None disclosed for director RSU grants; awards are time‑vested.
| RSU Grant and Vesting (Directors) | FY 2024 | FY 2025 |
|---|---|---|
| Standard annual RSU share equivalents | 6,407 | 4,737 |
| Vesting schedule | First anniversary of 2023 Annual Meeting | First anniversary of 2024 Annual Meeting |
| Johnson unvested RSUs at FYE | 10,799 (as of Jan 31, 2024) | 6,432 (as of Jan 31, 2025) |
Other Directorships & Interlocks
| Company | Role | Tenure | Notes |
|---|---|---|---|
| RLJ Lodging Trust | Chairman of the Board of Trustees | Since 2011 | Current public board role |
| KB Home | Director | 2008–2022 | Prior public board |
| Elevate Credit, Inc. | Director | 2014–2021 | Prior public board |
| Discovery, Inc. | Director | 2021–2022 | Prior public board |
No interlocks or business relationships with G‑III are disclosed for Johnson; Board affirmed independence and absence of material business relationships for independent directors .
Expertise & Qualifications
- Entrepreneurial and operating leadership (founder/CEO of BET; founder/chairman of RLJ Companies) .
- Domain experience in real estate, finance, brand development, and multicultural marketing; prior service on audit, governance, and compensation committees at public companies .
Equity Ownership
| Ownership Snapshot (as of April 17, 2025 unless noted) | Amount |
|---|---|
| Beneficially owned shares (Johnson) | 21,598 |
| Ownership % of Common Stock | <1% (“*” less than one percent) |
| Shares outstanding (reference base) | 43,293,099 |
| Unvested RSUs (Johnson) at Jan 31, 2025 | 6,432 |
| Unvested RSUs (Johnson) at Jan 31, 2024 | 10,799 |
| RSUs vesting within 60 days of April 26, 2024 (Johnson) | 9,104 |
No pledging or hedging disclosures for Johnson are cited in the proxy excerpts; independence determination notes no material business relationships .
Governance Assessment
- Board effectiveness and engagement: Johnson participates on the Nominating & Corporate Governance Committee, which oversees director selection and governance policies; the committee is fully independent and met twice in FY 2025, supporting board refresh and governance standards . Attendance standards were met (≥75%), and he attended the 2024 Annual Meeting .
- Independence and conflicts: Board determined Johnson is independent with no material business relationships, which mitigates related‑party risk. External role at RLJ Lodging Trust does not present an apparent supplier/customer interlock with G‑III’s apparel business based on disclosed information .
- Ownership alignment and incentives: Johnson’s director pay is primarily cash plus time‑vested RSUs; equity grants vest on the first anniversary post‑election, aligning tenure with ownership, but overall share ownership remains modest (<1%), typical for outside directors . No performance metrics or variable pay elements are disclosed for directors; RSUs are time‑vested .
- RED FLAGS: None disclosed regarding related‑party transactions, option repricing, tax gross‑ups, or low attendance for Johnson; equity ownership is modest relative to shares outstanding (<1%), which may suggest limited direct economic exposure but is common for non‑employee directors .