Thomas Brosig
G III APPAREL GROUP LTD /DE/About Thomas J. Brosig
Independent director at G-III since 1992 (age 75). Current occupation: Owner and Chief Financial Officer of McMurphy Homes, LLC (Mississippi). Prior leadership roles span hospitality/gaming, restaurant operations, and strategic consulting. Committee service includes Compensation (member) and Nominating & Corporate Governance (Chair). The Board has determined he is independent under Nasdaq and SEC rules. He attended at least 75% of Board and committee meetings in FY2025. Stockholders re-elected him in 2025 with 29,746,704 votes for and 7,472,309 withheld.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McMurphy Homes, LLC | Owner and Chief Financial Officer | Current | Finance/operations leadership at private homebuilding contractor |
| Nikki Beach Worldwide / Penrod’s Restaurant Group | President; President & CEO | Jan 2017 – Jun 2020 | Led hospitality/restaurant operations |
| Strategic business consulting | Consultant | 2013 – 2016 | Strategy advisory |
| MVB Holdings LLC | Chief Executive Officer | Dec 2011 – Nov 2012 | CEO leadership |
| Gaming & hospitality industries | Consultant | 2003 – 2011 | Industry advisory |
| Park Place Entertainment | Senior Vice President | Jan 1999 – Feb 2003 | Senior operating executive in gaming |
| G-III Apparel Group, Ltd. | Executive Vice President (briefly at IPO) | 1989 | Historical linkage to company; disclosed for Interlocks section |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Griffon Corporation (NYSE:GFF) | Director | 2015 – 2023 | Prior public company directorship |
Board Governance
- Independence: The Board determined Brosig is independent; committees (Audit, Compensation, Nominating & Corporate Governance) are composed solely of independent directors under Nasdaq/SEC rules.
- Committee assignments: Compensation Committee (member); Nominating & Corporate Governance Committee (Chair).
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in FY2025; all directors attended the 2024 Annual Meeting.
- FY2025 meeting cadence: Board 4; Audit 8; Compensation 4; Nominating & Corporate Governance 2.
- 2025 election outcome (confidence signal): For 29,746,704; Withheld 7,472,309; Broker non-votes 2,216,540.
| Committee | Role | FY2025 Meetings | Notes |
|---|---|---|---|
| Compensation | Member | 4 | Committee entirely independent; duties include executive/director pay oversight. |
| Nominating & Corporate Governance | Chair | 2 | Chair role corroborated by chair-specific RSU grant. |
Fixed Compensation
- Director pay policy (Non-Employee Directors): $75,000 annual cash retainer; committee retainers: Audit $10,000, Compensation $10,000, Nominating & Corporate Governance $7,000; additional fees: Lead Independent Director $30,000; Audit Chair $20,000; Compensation Chair $20,000; Nominating Chair $6,000.
- Equity policy: Annual RSU grant valued at $130,000; additional RSUs for: Lead Independent Director $50,000; Audit Chair $25,000; Nominating Chair $15,000. Grants vest on first anniversary of the Annual Meeting (grants prior to 2023 vested over three years).
| FY2025 Director Compensation (USD) | Amount |
|---|---|
| Fees earned or paid in cash | $98,000 |
| Stock awards (grant-date fair value) | $144,993 |
| Options | $0 |
| All other compensation | $0 |
| Total | $242,993 |
Mix implication: Equity comprised the majority of Brosig’s FY2025 director compensation (stock $144,993 vs. cash $98,000), aligning with policy emphasizing equity for director pay.
Performance Compensation
- Director equity structure: Time-based RSUs (no performance metrics) vesting on the first anniversary of the Annual Meeting; awards are contingent on election at the Annual Meeting.
- FY2025 grants: Standard RSU award enabling up to 4,737 shares; additional 547 RSUs granted in recognition of service as Chair of the Nominating & Corporate Governance Committee; grant-date fair values based on closing price at 2024 Annual Meeting.
| FY2025 Director Equity Detail | Value / Amount |
|---|---|
| Standard director RSU award | 4,737 RSUs (time-based) |
| Additional RSUs for Nominating Chair (Brosig) | 547 RSUs |
| Vesting | First anniversary of 2024 Annual Meeting (time-based) |
| Total reported FY2025 stock award value | $144,993 |
Other Directorships & Interlocks
- Compensation Committee interlocks: During FY2025, Compensation Committee members were Brosig, Patti H. Ongman, Laura Pomerantz, and Richard White. None has ever been an officer or employee of G‑III (other than Brosig’s brief EVP role at the 1989 IPO) and none had relationships requiring disclosure under Item 404 of Regulation S‑K; no cross-board compensation committee interlocks by G‑III executive officers.
- Lead Independent Director (context): Richard White served as Lead Independent Director and chairs Compensation Committee, leading shareholder outreach.
Expertise & Qualifications
- Broad operating experience across hospitality/gaming and restaurants; former CEO and SVP roles; current CFO of a private homebuilder, bringing finance and operating oversight.
- Long-standing G-III Board experience (director since 1992) and prior public board service (Griffon Corp.), contributing perspective on governance and strategy.
Equity Ownership
| Ownership Detail (as of dates noted) | Amount |
|---|---|
| Beneficial ownership of G-III common stock (Apr 17, 2025) | 45,825 shares; <1% of outstanding |
| RSUs vesting within 60 days of Apr 17, 2025 | 1,890 shares |
| Additional RSUs subject to time vesting (beyond the 60-day amount) | 5,284 shares |
| Total unvested RSUs at Jan 31, 2025 | 7,174 RSUs |
| Stock ownership guideline (Non-Employee Directors) | 5x annual cash retainer (policy) |
| Compliance status (board-wide disclosure) | All officers and directors in compliance except specified recent appointees (2022/2023) and one 2024 hire; exceptions do not include Brosig by tenure category. |
Hedging/pledging policy: Prohibits hedging and pledging; Board may permit limited pledge exceptions. The company states no executives have pledged shares; policy applies to directors as well.
Insider Trades and Section 16 Compliance
| Date | Filing | Note |
|---|---|---|
| June 25, 2024 | Form 4 | Company disclosed late Form 4 filings on behalf of Brosig (and certain other directors) due to an administrative error. |
Governance Assessment
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Strengths:
- Independence affirmed; serves as chair of Nominating & Corporate Governance and member of Compensation Committee—key levers for board effectiveness and pay oversight.
- Equity-heavy director pay structure with annual RSUs and stock ownership guidelines supports alignment with shareholders.
- 2025 Say-on-Pay approval and successful director re-election suggest improved investor confidence following governance and compensation program changes.
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Watch items / RED FLAGS:
- Long tenure (director since 1992) can raise refreshment/independence perception risks despite formal independence status; the company cites progress on independence and refreshment overall.
- Administrative late Section 16 Form 4 filing in June 2024 (company-identified error). While not indicative of misconduct, recurring issues could affect perceptions of compliance rigor.
- Family ties on Board (CEO and EVP are father/son) underscore the importance of robust independent committees; current structure features independent-only committees and a Lead Independent Director.
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Related-party exposure: No Item 404 related-party transactions involving Brosig disclosed; Compensation Committee disclosure affirms no relationships requiring Item 404 disclosure for committee members.
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Policies: Clawback (executives), anti-hedging and anti-pledging, director resignation policy for majority-withhold outcomes—all supportive of governance quality.