Gilbert Harrison
INTERPARFUMSAbout Gilbert Harrison
Gilbert Harrison, age 84, is an independent director of Interparfums, Inc. (IPAR) appointed in April 2018; he has over 50 years of corporate finance and M&A experience in consumer products and retail, with degrees from Wharton (BS Economics, 1962) and University of Pennsylvania Law School (JD, 1965) . He founded Financo in 1971, later chaired Lehman’s Merchandising Group, re-acquired and led Financo until retiring in 2017, and then formed Harrison Group; he has extensive advisory, teaching, and media engagement in retail/apparel M&A and strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Financo | Founder; Chairman | Founded 1971; led until retirement Dec 2017; re-acquired in 1989 after Lehman | Built leading middle-market advisory in retail/apparel; facilitated transactions and strategic advice |
| Lehman Brothers | Chairman, Merchandising Group; member, Investment Banking Operating Committee | Acquired Financo in 1985; prior to 1989 | Led merchandising transactions; governance role on IB Operating Committee |
| The Wharton School | Course creator (M&A); former board member | Various years (course created; prior board service) | Academic contributions; executive education seminars |
| Harrison Group | Founder (consulting and financial advisory) | Formed post-2017 retirement | Advises merchandising and products companies |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| World Retail Congress; Shoptalk; FT Business of Luxury Summit | Advisory Council (member/past member) | Various | Industry thought leadership and advisory participation |
| Southampton Hospital | Treasurer; board member (former) | Prior service | Non-profit governance role |
| Peggy Guggenheim Collection | Director (retired) | Prior service | Arts institution governance |
| UJA Fashion Division | Chairman Emeritus | Ongoing | Sector philanthropy leadership |
| Wharton School | Former board member | Prior service | Academic governance |
| Media (Bloomberg TV, CNBC) | Commentator | Ongoing | Public expertise in retail/apparel |
Board Governance
- Independence: Listed as an independent director under Nasdaq rules .
- Committee membership: Not currently on Audit, Executive Compensation & Stock Option, or Nominating Committees (2024–2025 committees comprised of Heilbronn (Chair), Bensoussan, Gabai-Pinsky) .
- Attendance: Board held 23 meetings in 2024 and all directors attended at least 75% of Board and committee meetings of which they were members; 19 meetings in 2023 with the same ≥75% attendance threshold met .
- Board structure: No Lead Independent Director; CEO is also Chair; Audit Committee has no SEC-defined “financial expert,” though members have relevant expertise .
Fixed Compensation
| Year | Cash Fees ($) | Committee Fees ($) | Meeting Fee Policy | Notes |
|---|---|---|---|---|
| 2025 | 15,000 | N/A (not on committees) | $6,000 per in-person Board meeting; $3,000 per conference call; Audit Committee members receive $8,000 annual fee | Lower cash vs peers reflects no committee assignments |
| 2024 | 9,000 | N/A (not on committees) | Same as above | 2024 total includes “All Other Compensation” (option gains and a 2023 payment detail; see below) |
Performance Compensation
| Year | Option Awards (Grant-Date FV $) | Annual Director Option Grant | Strike Price | Expiration & Vesting |
|---|---|---|---|---|
| 2025 (comp table for 2024 grant) | 49,969 | 1,500 shares to independent directors on Dec 31, 2024 | $130.60/share | 6-year term; vests 20% annually after 1 year; fully vested at start of year 6 |
| 2024 (comp table for 2023 grant) | 52,623 | 1,500 shares to independent directors on Dec 29, 2023 | $147.71/share | Same vesting/term as above |
Performance metrics: None attached to director option grants; grants are time-vested and at-market per plan. Anti-hedging: Directors prohibited from hedging/monetizing company securities .
Other Directorships & Interlocks
| Company/Institution | Type | Role | Potential Interlock |
|---|---|---|---|
| None disclosed (public companies) | Public | N/A | No public company directorships reported in IPAR proxy bios |
| Advisory councils (World Retail Congress, Shoptalk, FT Business of Luxury Summit) | Industry | Member/past member | Broad retail/luxury ecosystem exposure |
| Non-profits (Southampton Hospital; Peggy Guggenheim Collection; UJA Fashion Division) | Non-profit | Treasurer/Director/Chairman Emeritus | No direct IPAR supplier/customer interlocks disclosed |
Expertise & Qualifications
- 50+ years in corporate finance and strategic transactions; deep retail/apparel M&A expertise; founder/operator background (Financo, Lehman Merchandising Group) .
- Education: Wharton BS (Economics, 1962); UPenn Law JD (1965) .
- Academic/industry thought leadership: Wharton M&A course creator; frequent national media expert; published works including a chapter in “The Mergers and Acquisitions Handbook”; autobiography “Deal Junky” (Jan 2022) .
Equity Ownership
| As of Date | Total Beneficial Ownership (Shares) | Direct Shares | Options (Exercisable ≤60 days) | % of Outstanding | Shares Outstanding |
|---|---|---|---|---|---|
| Jul 1, 2025 | 3,950 | 1,550 | 2,400 | <1% | 32,117,600 |
| Jul 22, 2024 | 3,175 | 1,000 | 2,175 | <1% | 32,024,280 |
Additional context:
- At end-2023, Harrison held options to purchase an aggregate of 7,000 shares (director footnote) .
- Anti-hedging policy prohibits hedging/monetization transactions by directors .
- No pledging disclosures identified in proxy; Section 16(a) compliance affirmed (no late filings) .
Director Compensation (Detail)
| Year | Fees Earned ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2025 | 15,000 | 49,969 | 68,048 (option exercise gains) | 127,017 |
| 2024 | 9,000 | 52,623 | 243,155 (includes option exercise gains and prior $60,000 payment to Harrison’s company tied to DKNY license schedule) | 304,778 |
Plan mechanics:
- Annual independent director option: 1,500 shares at fair market value on last business day of each year; vesting 20% annually starting after 1 year; 6-year term; attendance-driven grant reduction schedule disclosed in plan .
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16(a) filing compliance | Company reports no reporting person failed to file Forms 3/4/5 on a timely basis for the period reviewed |
| Option exercise gains recognized | Included in “All Other Compensation” for Harrison: $68,048 (2025); 2024 total of $243,155 includes option exercise gains and a prior $60,000 company payment (see Related Party) |
Related Party Transactions (Conflict Review)
- Payment to director’s company: In connection with acquisition of the Donna Karan/DKNY license (effective July 1, 2022), IPAR agreed to pay a company controlled by Gilbert Harrison $300,000 on a scheduled basis: $120,000 (2021), $120,000 (2022), $60,000 (2023); fully disclosed under “Fee for Director’s Company” .
- Governance controls: Audit Committee pre-approves related person transactions per charter; related party compensation changes for executives were vetted by Audit and Compensation Committees .
RED FLAG: Direct payments to a company controlled by an independent director create related-party optics; however, payments were finite, disclosed, and appear concluded by 2023 .
Governance Assessment
- Strengths: Long-tenured retail/M&A expertise; independent status; ≥75% attendance; alignment with anti-hedging policy; modest cash retainer; equity grants at-market with long vesting—promotes alignment .
- Weaknesses/risks: Not on key governance committees (Audit, Compensation, Nominating), limiting direct influence on oversight; related-party fee to Harrison’s company tied to a license deal (completed payments) poses historical conflict optics; Audit Committee lacks SEC-designated “financial expert” .
- Investor implications: Monitor future disclosures to ensure no ongoing payments to director-affiliated entities; equity grant timing and at-market pricing reduce option repricing risk; independence and attendance support board effectiveness despite non-membership on key committees .