Jean Madar
INTERPARFUMSAbout Jean Madar
Jean Madar, age 64, is co‑founder of Interparfums, Inc., Chairman since inception, and CEO since January 1997; he also serves as Director General of Interparfums SA since January 1994. He graduated from ESSEC Business School in 1983. Over the past five fiscal years, IPAR’s value of a $100 investment rose from $83.75 (2020) to $197.35 (2024), with peer TSR at $101.55 in 2024; reported net income reached $203 million in 2024. Revenues and EBITDA have grown steadily over 2020–2024 (see Performance & Track Record).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Interparfums, Inc. | President | Inception–Dec 1993 | Led U.S. operations pre-1994; foundation for dual-segment leadership structure. |
| Interparfums SA | Managing Director | Sep 1983–Jun 1985 | Oversaw foreign distribution marketing and campaigns; early international build-out. |
| Interparfums SA | Director General | Jan 1994–present | Leadership of European operations; licensing, distribution, and profitability focus. |
| Interparfums, Inc. | Chairman & CEO | Chairman since inception; CEO since Jan 1997 | Long-term strategic direction and governance; major shareholder alignment. |
Fixed Compensation
| Year | Base Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Other ($) | Notes |
|---|---|---|---|---|---|---|
| 2024 | 2,000,000 | 0 | 0 | 0 | 0 | Paid as service fees to Jean Madar Holding SAS under Service Agreement. |
| 2023 | 2,000,000 | 0 | 0 | 0 | 0 | Service fees increased to $2.0M effective Jan 1, 2023. |
| 2022 | 1,230,000 | 0 | 0 | 0 | 0 | Post-2020 increase; no bonus. |
Key elements:
- U.S. executives compensated primarily via base salary; Madar’s consulting arrangement with Jean Madar Holding SAS amended in April 2023 to $2.0M annually, all fees paid to the holding company from April 1, 2023 onward.
- Company states “No Stock Ownership Guidelines” for executives.
Performance Compensation
| Component | Metric | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual bonus | Discretionary (U.S. executives) | Not set | Madar Holding SAS: $0 in past 3 years | $0 | N/A |
| Long-term equity | Stock options (historical) | Grant-based | No grants to Madar 2022–2024 | $0 | Options vest 20% annually, 6-year term |
Disclosures:
- Madar’s management company “has not received any cash bonus for more than in the past three years.”
- No new option grants to Madar in 2022–2024; historic grants in Dec 2018 and Dec 2019 (25,000 shares each) to his holding company.
- Outstanding options at FY2024: 25,000 exercisable at $73.09, expiring 12/30/2025; vesting 20% per year after year 1, 6-year term.
- Option exercises and realized value (2024): 25,000 shares, $1,596,750 value.
- Clawback policy adopted (erroneously awarded incentive comp over prior 3 completed fiscal years post restatement); anti-hedging policy prohibits hedging or monetization transactions for officers/directors/family members.
Equity Ownership & Alignment
| Holder | Beneficial Ownership (shares) | % of Outstanding | Breakdown |
|---|---|---|---|
| Jean Madar (via Jean Madar Holding SAS and direct) | 7,114,341 | 22.1% | 15,000 direct; 7,074,341 via holding company; options to purchase 25,000 shares. |
Additional alignment disclosures:
- Anti-hedging policy applies to officers/directors and affiliates.
- No executive stock ownership guidelines.
- Pledging: Not disclosed.
- Voting alignment: Madar and Benacin have a verbal agreement to vote shares in a like manner.
Outstanding equity awards (Company-level):
| Type | Exercisable | Unexercisable | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Options (IPAR) | 25,000 | 0 | 73.09 | 12/30/2025 |
| Vesting: Options vest 20% annually, starting 1 year post-grant; 6-year term. |
Employment Terms
| Agreement | Party | Term/Auto-renewal | Termination Notice | Non-compete | Indemnification | Fee Level |
|---|---|---|---|---|---|---|
| Supervising & Coordinating Service Agreement (consulting) | Jean Madar Holding SAS | 1 year; automatic annual renewals unless terminated | 120 days | 1 year post-termination | Yes (Madar and holding company) | Increased to $2.0M annually effective Jan 1, 2023; fees paid entirely to holding company from Apr 1, 2023. |
Other governance policies impacting compensation:
- Clawback policy for erroneously awarded incentive compensation following accounting restatements.
- Insider trading policy and defined trading windows (no trades 10 business days before earnings and until 2 full business days after filings).
Performance & Track Record
Financial performance (company-level):
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues ($) | 539,009,000* | 879,516,000* | 1,086,653,000* | 1,317,675,000* | 1,452,325,000* |
| EBITDA ($) | 79,150,000* | 160,748,000* | 216,842,000* | 268,713,000* | 303,154,000* |
| Values retrieved from S&P Global.* |
Shareholder return context:
| Series | 12/19 | 12/20 | 12/21 | 12/22 | 12/23 | 12/24 |
|---|---|---|---|---|---|---|
| IPAR ($100 initial) | 100.00 | 83.75 | 149.91 | 138.82 | 210.93 | 197.35 |
| NASDAQ Composite | 100.00 | 144.92 | 177.06 | 119.45 | 172.77 | 223.87 |
| Peer Group | 100.00 | 118.87 | 138.71 | 116.33 | 114.95 | 101.55 |
| Net Income (latest disclosure): $203 million (2024). |
Board Governance
- Current roles: Jean Madar serves as Chairman of the Board and Chief Executive Officer; not independent.
- Committees (2024): Audit (Chair: François Heilbronn; members: Heilbronn, Bensoussan, Gabai-Pinsky); Executive Compensation & Stock Option (Chair: Heilbronn; members: Heilbronn, Bensoussan, Gabai-Pinsky); Nominating (Chair: Heilbronn; members: Heilbronn, Bensoussan, Gabai-Pinsky).
- Board meeting cadence & attendance: 23 meetings (incl. committee meetings/consents) in 2024; all directors attended at least 75% of their meetings.
- Independence and leadership: Majority of directors independent; Audit Committee members are independent under Nasdaq rules. Board has no Lead Independent Director; dual Chairman/CEO structure justified by large shareholder-operating roles of Madar and Benacin.
- Governance policies: No audit committee financial expert designated (company cites liability concerns and resource constraints).
Director Compensation (Context)
| Director | Fees Earned ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| François Heilbronn | 26,000 | 49,969 | 69,220 | 145,189 |
| Robert Bensoussan | 26,000 | 49,969 | 68,775 | 144,744 |
| Veronique Gabai-Pinsky | 26,000 | 49,969 | 85,065 | 161,034 |
| Gilbert Harrison | 15,000 | 49,969 | 68,048 | 127,017 |
| Gerard Kappauf | 18,000 | 49,969 | 0 | 67,969 |
| All nonemployee directors receive $6,000 per in-person meeting, $3,000 per teleconference, and $8,000 annual Audit Committee fee; automatic options of 1,500 shares granted on the last business day of each year, six-year term, vest 20% annually. Employee directors (e.g., Madar) do not receive director retainers. |
Compensation Peer Group (for TSR/stock performance)
Recent peer group constituents used for TSR comparisons: Coty Inc., e.l.f. Beauty, Inc., Estée Lauder Companies, Inc., L’Oréal SA, LVMH Moët Hennessy Louis Vuitton, Natura &Co Holding SA, Olaplex Holdings, Inc., Procter & Gamble Co., Shiseido Co Ltd. The peer set changed in 2023 to better reflect competitive landscape.
Say‑on‑Pay & Shareholder Feedback
- The Compensation Committee noted that the most recent (Sept 2024) shareholder advisory vote on executive compensation “overwhelmingly approved” compensation policies and decisions; the Board recommends voting FOR executive compensation in 2025.
Related Party Transactions and Policies
- Service Agreement: Aggregate increase in fees paid to Jean Madar Holding SAS from $1.23M to $2.0M annually effective Jan 1, 2023; approved by Compensation and Audit Committees.
- Subsidiary loans: Interparfums SA short-term loan of $24M (Mar 2024) for dividend funding; repaid May 31, 2024; interest ~4.95%. Interparfums Luxury Brands provided $20M (Sep 2023) and $12M (Dec 2023) loans; repaid in 2024 at 5.3%.
- Director’s company fee: $300,000 paid to company controlled by Director Gilbert Harrison related to DKNY license (payments across 2021–2023).
- Procedures: All related-party transactions require Audit Committee approval per charter and Nasdaq rules.
Risk Indicators & Red Flags
- Dual role and no Lead Independent Director; potential governance independence concerns.
- No audit committee financial expert designated.
- Verbal voting agreement between the two largest shareholders (Madar and Benacin); potential concentration of voting control.
- No executive stock ownership guidelines; relies on large personal holdings for alignment.
- Anti-hedging policy mitigates misalignment; clawback adopted for erroneously awarded incentive comp.
Investment Implications
- Strong alignment via 22.1% ownership, but compensation is largely fixed cash through a related-party consulting agreement, with no recent equity grants; this reduces incremental equity incentive sensitivity and concentrates governance risk in dual roles and voting bloc. Equity exercises in 2024 (25,000 options) suggest some near-term selling pressure as options neared maturity; however, outstanding options are limited (25,000 remaining, expiring 12/30/2025).
- Financial performance and TSR have been robust through 2024; steady revenue and EBITDA growth support operational execution under Madar’s tenure. Continued reliance on discretionary bonuses (primarily for European executives) and absence of disclosed performance metrics for CEO compensation may draw scrutiny from pay-for-performance investors, though say-on-pay support has been strong.
- Governance monitoring focus: board independence and committee expertise, related-party fee levels under the Service Agreement, and any future changes to equity granting and ownership policies.