Sammy Aaron
G III APPAREL GROUP LTD /DE/About Sammy Aaron
Sammy Aaron, 65, serves as Vice Chairman and President of G-III and is also the Chief Executive Officer of G-III’s Calvin Klein divisions; he has been a director since 2005 and is not independent, with no Board committee memberships . He has over 35 years of apparel industry experience and a broad working knowledge of the company . Company performance under the leadership team including Aaron delivered FY2025 net sales of $3.2B vs $3.1B, Adjusted EBITDA of $326M vs $324M, Non-GAAP net income of $204M vs $190M, and Non-GAAP diluted EPS of $4.42 vs $4.04; TSR outperformed the S&P 1500 Apparel, Accessories & Luxury Goods Index over 1-, 3-, and 5-year periods ended Jan 31, 2025 .
| Company Performance Metrics | FY 2024 | FY 2025 |
|---|---|---|
| Net Sales ($USD Billions) | $3.1 | $3.2 |
| Adjusted EBITDA ($USD Millions) | $324 | $326 |
| Non-GAAP Net Income ($USD Millions) | $190 | $204 |
| Non-GAAP Diluted EPS ($USD) | $4.04 | $4.42 |
Past Roles
| Organization | Role | Start Date | Status | Strategic Impact |
|---|---|---|---|---|
| G-III Apparel Group | Vice Chairman | July 2005 | Ongoing | Senior leadership guiding pivot away from PVH licenses and scaling owned brands |
| G-III Apparel Group | President | September 2016 | Ongoing | Executive oversight during brand portfolio expansion and margin improvement |
| G-III Calvin Klein divisions | Chief Executive Officer | Not stated | Ongoing | Operational leadership of CK business lines during staggered license extensions |
External Roles
No external public company directorships or committee roles disclosed for Sammy Aaron .
Fixed Compensation
Multi-year cash and fixed compensation components for Sammy Aaron:
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 950,000 | 969,039 | 1,000,000 |
| Sign-on/Retention Bonus ($) | — | 2,000,000 | 1,000,000 |
| All Other Compensation ($) | 55,632 | 59,307 | 49,524 |
| Perquisites detail (examples) | Auto/parking reimbursements | Auto/parking reimbursements | Auto/parking reimbursements |
Notes:
- No tax gross-ups on perquisites; company policy prohibits excise tax gross-ups upon change in control .
- Clawback policy applies to incentive compensation in case of restatements (3-year lookback) .
Performance Compensation
Annual Cash Incentive (FY 2025)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout (% of Target) |
|---|---|---|---|---|---|---|
| Adjusted Pre-Tax Income vs Budget | 100% | $190.4M | $238.0M | $261.8M | $280.0M | 200% |
| Change in Basic Common Shares (Modifier) | +/-5% | -5% | 0% | +5% | +3% | 103% |
| Change in Adjusted EPS (Modifier) | +/-15% | -15% | 0% | +15% | +9% | 109% |
| Overall Funding | — | — | — | Cap 241.5% | — | 225.4% |
| Executive | Target Award ($) | Actual Achievement (% of Target) | FY2025 Award ($) |
|---|---|---|---|
| Sammy Aaron | 3,000,000 | 225.4% | 6,761,000 |
Design changes: moved from uncapped ~4% of pre-tax income to a capped, budget-based metric with EPS and share-count modifiers; cap at 241.5% of target .
Long-Term Incentives (FY 2025 grants)
| Award | Grant Date | RSUs Awarded | PSUs Awarded (Target) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| RSUs | March 27, 2024 | 62,500 | — | 1,800,000 | 3-year cliff; vests 3/27/2027 |
| PSUs (EBIT 75% / ROIC 25%) | March 28, 2024 | — | 93,750 | 2,700,000 | Performance and time-vest; vest by 3/28/2027 if earned |
| Annual LTI structure | — | 40% RSUs | 60% PSUs | Value capped at $4.5M; share cap 225,000 | 3-year cliff |
PSU payout (prior cycle FY2023–FY2025):
| Metric | Threshold | Target | Maximum | Actual | % Payout |
|---|---|---|---|---|---|
| Cumulative Adjusted EBIT (75%) | $880mm | $980mm | $1,080mm | $884mm | 39% (75% x 52%) |
| ROIC (25%) | 10.6% | 11.8% | 13.0% | 11.6% | 22% (25% x 90%) |
| Total PSU Payout | — | — | — | — | 61% |
Multi-Year Compensation Mix and Trend
| Component | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Stock Awards ($) | 2,999,982 | 2,699,978 | 4,500,000 |
| Annual Cash Incentive ($) | — | 7,050,000 | 6,761,000 |
| Notable design shifts | Prior formula (uncapped % pre-tax income) | New agreements; higher equity weighting | Majority at-risk; capped cash incentives |
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Beneficial Shares Owned | 144,514; less than 1% of outstanding |
| Outstanding Equity Rights | RSUs: 216,656; PSUs: 281,576 (subject to vesting/performance) |
| Ownership Guidelines | Vice Chairman: 2x base salary; 50% net shares retention until compliant |
| Compliance | Executives (including Aaron) in compliance; exceptions noted only for certain 2023-elected directors and one 2024 hire |
| Hedging/Pledging | Hedging and pledging prohibited; none of our executives have pledged shares |
| 10b5-1 Trading Plans | Allowed with cooling-off (≥90 days for directors/Section 16 officers, and post-earnings disclosure; max 120 days) |
Outstanding awards and potential supply (as of 1/31/2025):
| Award (Grant Year) | Shares/Units | Market Value @ $31.22 | Vesting Date |
|---|---|---|---|
| RSUs (FY2025) | 62,500 | $1,951,250 | 3/27/2027 |
| PSUs (FY2025, target) | 93,750 | $2,926,875 | 3/28/2027 (if earned) |
| RSUs (FY2024) | 86,816 | $2,710,396 | 6/15/2026 |
| PSUs (FY2024, target) | 86,816 | $2,710,396 | 6/15/2026 (if earned) |
| RSUs/PSUs (FY2023) | 58,624 | $1,830,241 | RSUs and earned PSUs vested 4/1/2025 |
No stock options outstanding/exercised in FY2025 for NEOs .
Employment Terms
| Term | Provision |
|---|---|
| Agreement Term | Effective through Jan 31, 2026; auto-renews for 1-year periods each Aug 1 unless non-renewal notice |
| Base Salary | $1,000,000; increased from $950,000 in FY2024; no increase in FY2025 |
| Target Annual Incentive | $3,000,000; capped at 241.5% of target; based on Adjusted PBT vs budget with EPS and share-count modifiers |
| Retention Bonus | $1,000,000 earned for continued service through Jan 31, 2025 |
| Annual LTI | Majority PSUs (60%) / RSUs (40%); grant value cap $4.5M; annual share cap 225,000 |
| Severance (No CIC) | 2x salary plus 2x target bonus (salary paid over 2 years; target bonus paid at normal timing) |
| Severance (Double-Trigger CIC) | 2.0x five-year average W-2 compensation, paid over 24 months; health benefits up to 24 months; 280G cutback applies |
| Equity Vesting on CIC | Double-trigger acceleration (if awards assumed); immediate acceleration if not assumed |
| Restrictive Covenants | Non-compete, non-solicit, non-interference for 2 years post-termination (shorter under certain CIC scenarios) |
| Clawback | 3-year lookback for recoupment upon restatement per SEC/NASDAQ rules |
| Anti-Hedging/Pledging | Prohibited under Trading Policy; limited exceptions to pledging only with Board approval; none used by executives |
Estimated payouts (illustrative, if termination occurred on 1/31/2025):
| Scenario | Cash Separation | Equity Acceleration | Benefits |
|---|---|---|---|
| Termination without Cause (no CIC) | $8,000,000 (2x salary + 2x target bonus) | — | — |
| Double-Trigger CIC within 2 years | $16,658,601 (2x five-year average W-2 comp) | $12,129,157 (gross value of accelerated vesting) | $43,545 (health) |
Board Governance
- Board Service: Director since 2005; Vice Chairman and President; not independent; no Board committees .
- Board Independence: 77% independent post-2025 Annual Meeting; committees (Audit, Compensation, Nominating & Corporate Governance) composed entirely of independent directors .
- Lead Independent Director: Richard White; responsibilities include agendas, liaison, executive sessions, performance assessments, and investor outreach .
- Meetings/Attendance: FY2025 Board held 4 meetings; each director attended ≥75% of Board and committee meetings; committees met Audit: 8, Compensation: 4, Nominating & Governance: 2 .
- Director Compensation: Non-employee directors receive retainers (Board $75k; Audit/Comp $10k; Nominating $7k; additional fees for chairs/Lead Independent Director) and annual RSU grants; executive directors (including Aaron) receive no additional director pay .
Compensation Structure Analysis
- Shift to capped, performance-based cash incentive reduces guaranteed/uncapped cash exposure and aligns with budget profitability, EPS growth, and dilution control; target bonus for Aaron now $3.0M with cap at 241.5% .
- Increased equity weighting with majority PSUs tied to multi-year EBIT and ROIC targets; FY2025 PSU/RSU grant with 3-year cliff vest enhances retention and long-term focus .
- Severance economics moved to 2x salary + 2x target bonus (no CIC) and double-trigger equity vesting only upon post-CIC termination; reduces parachute risk vs prior arrangements .
- Say-on-pay responsiveness: majority did not support prior year; Board/Comp Committee restructured CEO/Vice Chairman agreements with caps and performance focus; no expectation of further special awards beyond codified parameters .
Equity Ownership & Alignment Signals
- Meaningful unvested equity with upcoming cliffs (6/15/2026 and 3/27–28/2027) may create mechanical supply as RSUs/earned PSUs settle; however, strict blackout periods and 10b5-1 cooling-off reduce opportunistic selling risk; no pledging allowed .
- Ownership guidelines (2x salary; 50% retention of net shares until compliance) promote ongoing alignment; executives reported in compliance .
Performance & Track Record
- Leadership team including Aaron executed strategic pivot away from expiring PVH licenses by accelerating owned brands (DKNY, Donna Karan, Karl Lagerfeld, Vilebrequin), adding new licenses (Nautica, Halston, Champion outerwear, Converse, BCBG), and expanding globally; FY2025 delivered margin expansion and strong non-GAAP profitability .
- TSR outperformance vs industry over 1-, 3-, and 5-year periods ended Jan 31, 2025 underscores investor confidence in execution .
Compensation Peer Group (for benchmarking context)
- Peer companies used by Compensation Committee include: Capri Holdings, Carter’s, Columbia Sportswear, Deckers Outdoor, Fossil Group, Lululemon, Ralph Lauren, Skechers, Steve Madden, Tapestry, Under Armour, Wolverine World Wide; practice peers also reviewed: PVH, VF Corp. .
Risk Indicators & Red Flags
- Policies: Anti-hedging/pledging, double-trigger CIC equity acceleration, capped cash incentives, clawback policy; no option repricing or tax gross-ups .
- Section 16(a) reporting: Late Form 4 filings in June 2024 noted for certain directors due to administrative error; not including Aaron .
Investment Implications
- Strong pay-for-performance alignment and capped annual incentives reduce cash windfall risk while tying a majority of compensation to multi-year EBIT/ROIC, supporting long-term shareholder value creation .
- Upcoming vesting cliffs (FY2024 awards in mid-2026; FY2025 awards in early 2027) represent potential settlement-related supply; blackout periods and 10b5-1 plan requirements mitigate timing risks; monitor Form 4s around these dates for selling pressure signals .
- Reduced severance multiples and double-trigger vesting lower change-in-control payout risk; ownership guidelines and no pledging policy strengthen alignment and reduce leverage-driven forced selling risk .
- Execution remains key as PVH license wind-down continues; owned-brand and international growth strategy has delivered margin gains and TSR outperformance, but sustained EBIT/ROIC delivery will determine PSU realizations and compensation outcomes .