François Heilbronn
INTERPARFUMSAbout François Heilbronn
François Heilbronn, age 64, has served as an independent director of Interparfums, Inc. since 1988. He holds an MBA from Harvard Business School and a degree from Institut d’Etudes Politiques de Paris (Sciences Po), and is managing partner of M.M. Friedrich, Heilbronn & Fiszer, a consulting firm specialized in business strategy and complex financial operations and investments . He currently chairs IPAR’s Audit Committee, Executive Compensation & Stock Option Committee, and Nominating Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| M.M. Friedrich, Heilbronn & Fiszer | Managing Partner | Current | Strategy and complex financial operations/investments expertise |
| The Boston Consulting Group, Inc. | Manager | 1988–1992 | Strategy consulting experience |
| Lazard Frères & Co. | Financial Analyst | 1984–1986 | Financial analysis, M&A grounding |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sciences Po (Paris) | Associate Professor, Business Strategy | Since 2009 | Academic governance/strategy expertise |
Board Governance
- Committee leadership: Chair of Audit; Chair of Executive Compensation & Stock Option; Chair of Nominating .
- Independence: Identified as an independent director; also listed among Nasdaq-defined independent directors .
- Attendance and engagement: The Board held 23 meetings (or consents) in 2024 and all directors attended at least 75% of Board and committee meetings on which they served .
- Board structure: Combined Chair/CEO role; no Lead Independent Director designated .
| Committee | Role | Notes |
|---|---|---|
| Audit | Chair | No SEC “audit committee financial expert” designated; Board cites member qualifications and liability concerns; Heilbronn’s credentials highlighted (HBS MBA, finance/strategy background) . |
| Executive Compensation & Stock Option | Chair | Oversees exec pay and stock plans; comprised entirely of independent directors . |
| Nominating | Chair | Oversees director nominations and Board diversity policy . |
RED FLAGS
- No “audit committee financial expert” designated under SEC rules, despite Audit Chair’s finance background .
- No Lead Independent Director while CEO also serves as Chair .
Fixed Compensation (Director)
| Year | Cash Fees (Board/Committee) | Committee Fees (Audit) | Total Cash | Source |
|---|---|---|---|---|
| 2024 | $26,000 | Included in cash unless specified; Audit members receive $8,000 annual fee | $26,000 |
- Director meeting fees: $6,000 per in-person meeting; $3,000 per telephonic meeting; Audit Committee members receive $8,000 annually .
Performance Compensation (Director)
| Grant/Realization | Date | Instrument | Shares/Units | Exercise Price | Fair Value at Grant | Vesting | Term |
|---|---|---|---|---|---|---|---|
| Annual director option grant | 12/31/2024 | Stock Options | 1,500 | $130.60 | $49,969 | 20% per year starting 1st anniversary | 6 years |
| Value realized on option exercise(s) | 2024 | Option Exercise | n/a | n/a | $69,220 | n/a | n/a |
- Policy: Independent directors receive automatic annual options on the last business day of each year at fair market value; vest 20% annually over five years; 6-year term (automatic director grants reinstated in 2022) .
- Anti‑hedging: Directors are prohibited from hedging or monetization transactions involving company securities .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed in the proxy biography |
| Private/academic boards | Associate Professor, Sciences Po (Paris) |
| Potential interlocks | None disclosed for Heilbronn; note: separate related-party item involves another director (Harrison) regarding a licensing fee in 2021–2023 |
Expertise & Qualifications
- Finance and strategy: Harvard MBA; prior Lazard analyst; BCG manager; managing partner in complex financial operations and investments .
- Industry exposure: M&A and strategy for large international companies in retail, consumer goods, and services .
- Governance: Long-tenured independent director with chair roles across Audit, Compensation, and Nominating committees .
Equity Ownership
| Holder | Direct Shares | Options (Exercisable within 60 days) | Total Beneficial Ownership | % of Shares Outstanding | Notes |
|---|---|---|---|---|---|
| François Heilbronn | 28,563 | 2,400 | 30,963 | <1% (of 32,117,600 shares) | Options exercisable within 60 days are included in beneficial ownership |
Insider Transactions (as disclosed)
| Year | Transaction | Value Realized | Notes |
|---|---|---|---|
| 2024 | Option exercise(s) | $69,220 | Amount reported as “All Other Compensation” in director compensation table represents gain from option exercises |
Governance Environment and Related-Party Oversight (context for Audit Chair)
- Intercompany loans: Interparfums SA (and a U.S. subsidiary) made short-term loans to the parent in 2023–2024 to fund dividends and repurchases; repaid with ~4.95%–5.3% interest .
- Related-party service agreements: CEO and European CEO have consulting/service agreements with their holding companies; Audit Committee oversight affirmed .
- Say‑on‑Pay support: Most recent shareholder advisory vote (Sept 2024) “overwhelmingly approved” compensation policies .
Compensation Structure Analysis (Director)
- Mix: Cash is meeting‑based; equity via annual automatic option grants at FMV with multi‑year vesting, aligning incentives with shareholders .
- Trend: Board canceled automatic Feb grants in 2022 then reinstated annual grants on last business day of each year; ongoing option grants issued in 2024 .
- Alignment signals: Personal ownership (28,563 shares) plus options (2,400) supports alignment, though overall stake is <1% .
Governance Assessment
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Strengths:
- Long-tenured independent director with deep finance/strategy credentials; chairs Audit, Compensation, and Nominating, indicating strong internal influence on controls, pay, and board refreshment .
- Anti‑hedging policy applies to directors, supporting alignment .
- Disclosed oversight of related-party transactions through Audit Committee .
-
Watch items / Potential red flags:
- No SEC-designated “audit committee financial expert,” which may concern some investors; however, the proxy cites the committee’s experience and liability considerations; Heilbronn’s finance background is highlighted .
- Combined Chair/CEO with no Lead Independent Director reduces independent counterbalance; place greater weight on committee effectiveness and independence .
- Parent reliance on short-term loans from subsidiaries to fund dividends and buybacks (albeit repaid with interest) merits continued audit oversight focus on capital allocation and liquidity pathways .
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Overall implication:
- Heilbronn’s background and leadership across key committees are positives for governance rigor; focus engagement on audit expertise designation, board leadership structure, and monitoring of intercompany financing practices to support investor confidence .