Victor Herrero
G III APPAREL GROUP LTD /DE/About Victor Herrero
Victor Herrero is an independent director of G‑III Apparel Group, serving since 2019. He is age 56 and sits on the Audit Committee; he is not a committee chair . Herrero brings global retail and apparel operating expertise as former CEO and director of Guess? and senior executive at Inditex; he also served as CEO and director of Lovisa, with his Lovisa employment ending May 30, 2025 . The Board determined he is independent under Nasdaq rules; all directors attended at least 75% of Board and committee meetings in fiscal 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Guess?, Inc. | Chief Executive Officer and Director | Aug 2015 – Feb 2019 | Led global lifestyle brand; relevant apparel/retail expertise |
| Inditex Group (Zara, Massimo Dutti, Pull & Bear, Bershka, Stradivarius) | Senior executive roles | ~2003–2015 | Deep European/Asian operating experience supporting G‑III’s global expansion |
| Clarks | Chief Executive Officer and Executive Chairman | Mar 2021 – Oct 2021 | Footwear retail/manufacturing leadership |
External Roles
| Organization | Role | Listing/Market | Status |
|---|---|---|---|
| Lovisa Holdings Ltd. | Global Chief Executive Officer and Director | Australia | Employment ends May 30, 2025 |
| Maisons du Monde | Director | Euronext Paris | Current |
| Viva Goods Company Limited | Director | Hong Kong Exchange | Current |
| Clarks | Director | Private | 2019–2021 (prior) |
| Global Fashion Group | Director | Xetra (Germany) | 2019–2023 (prior) |
Board Governance
- Independence: Board determined Herrero is independent (Nasdaq 5605(a)(2)); independent directors represent 77% of the Board if nominees elected .
- Committee work: Member, Audit Committee (8 meetings in fiscal 2025). Audit Committee oversees financial reporting integrity, auditor independence, internal audit performance, compliance, and risk areas (financial, operational, technology, privacy, cybersecurity) .
- Attendance: Each director attended ≥75% of Board and committee meetings; Board held 4 meetings in fiscal 2025 .
- Lead Independent Director: Richard White (not Herrero); leads executive sessions and shareholder outreach .
Fixed Compensation
| Component (FY 2025) | Amount | Notes |
|---|---|---|
| Annual director cash retainer | $75,000 | Standard for non‑employee directors |
| Audit Committee membership fee | $10,000 | Committee member retainer |
| Chair/Lead Independent fees | $0 | Herrero is not chair/lead |
| Total cash paid (FY 2025) | $85,000 | As reported in Director Compensation Table |
Performance Compensation
| Equity Component (FY 2025) | Shares/Terms | Grant Date Fair Value | Vesting |
|---|---|---|---|
| Annual RSU grant | Up to 4,737 RSUs | $129,983 | Vests on first anniversary of the 2024 Annual Meeting |
| Unvested RSUs held (1/31/2025) | 6,432 RSUs | n/a | Outstanding at fiscal year end |
| Near‑term vesting | 1,695 RSUs vest within 60 days of April 17, 2025 | n/a | Time‑based vesting |
No director PSUs/options disclosed; director equity is time‑based RSUs, not performance‑based .
Other Directorships & Interlocks
- Current public boards: Maisons du Monde (France), Viva Goods (Hong Kong); Lovisa (Australia) through May 30, 2025 .
- G‑III policy includes Director Selection and Qualification Standards, independence and overboarding considerations; resignation policy if a nominee receives more “withheld” than “for” votes in an uncontested election .
- No Herrero‑specific related‑party transactions disclosed; overall related‑party section covers AWWG agency/fees and family employment of Jeffrey Goldfarb (CEO’s son) but not Herrero .
Expertise & Qualifications
- Extensive operating experience in Europe and Asia; directly aligned with G‑III’s strategic priority to expand international reach .
- Senior leadership across apparel and retail (Inditex, Guess, Clarks, Lovisa) offering merchandising, supply chain, and global brand development expertise valuable to governance oversight and risk discussions .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 38,892 | As of April 17, 2025 |
| Ownership as % of outstanding | <1% | Less than one percent |
| Unvested RSUs outstanding | 6,432 | At Jan 31, 2025 |
| RSUs vesting within 60 days (from 4/17/2025) | 1,695 | Time‑based |
| RSU rights outstanding (additional) | 4,737 | Time‑based vesting |
| Pledging/Hedging | Prohibited by policy; Board may grant rare exceptions; none disclosed for Herrero | Insider Trading, Hedging & Pledging Policy ; statement “None of our executives has pledged shares” |
| Stock ownership guideline | 5x annual cash retainer for non‑employee directors | 50% net share retention until compliant; most directors in compliance; recent appointees making progress |
Governance Assessment
- Strengths: Independent status, Audit Committee membership, solid attendance, and global operating expertise aligned with G‑III’s international growth focus . Equity component of director pay (RSUs) and robust ownership guidelines support alignment with shareholders .
- Potential risks/RED FLAGS: Multiple outside public board roles plus recent Lovisa CEO role may raise time‑commitment questions; company maintains overboarding and resignation policies to mitigate . Administrative late Form 4 filing (June 25, 2024) was noted for several directors including Herrero; cause cited as administrative error (minor compliance flag) .
- Conflicts/related party exposure: No Herrero‑specific related‑party transactions disclosed; broader related‑party items (AWWG agency; family employment) exist but do not involve Herrero .
Overall, Herrero appears to enhance Board effectiveness via Audit Committee oversight and global retail expertise, with compensation and ownership structures designed to align with shareholder interests .