Michel Atwood

About Michel Atwood

Michel Atwood, age 55, is Interparfums, Inc.’s Chief Financial Officer (since Sept. 6, 2022) and a director first elected at the September 2022 annual meeting; he previously served in senior finance and M&A roles at Estée Lauder and spent over two decades at Procter & Gamble culminating as Divisional CFO of Global Prestige Fragrances . He holds a master’s in software engineering (INSA Lyon), a master’s in international finance (HEC Paris), and is a Certified Management Accountant; he has lived and worked across France, Switzerland, the U.S., Canada, Turkey and Italy . Under his tenure window, company TSR stood at 197.35 at 12/31/24 (base=100 at 12/31/19) and net income rose from $151M (2022) to $203M (2024); the 5‑year TSR also outperformed the company’s peer group in the corporate performance graph (197.35 vs. 101.55 at 12/31/24) . He serves as both an executive officer and board member (not independent), while core board committees (Audit, Compensation, Nominating) are comprised solely of independent directors .

Past Roles

External Roles

• No current public company directorships or external committee roles disclosed for Mr. Atwood in the proxy; section lists only his IPAR directorship and management role .

Fixed Compensation

The Compensation Committee emphasizes higher fixed cash for U.S. executives (relative to European operations), with bonuses discretionary and without preset targets to maintain flexibility .

Performance Compensation

Stock Options (CFO-specific awards)

• Plan mechanics: options granted at fair market value, 6‑year term, vest 20% per year after the first anniversary; options generally forfeit at termination (death/disability exceptions per plan) .
• 2024 plan-based disclosure notes the 12/31/24 grant of 4,000 options at $130.60; closing price $131.51 that day .
• No PSUs/RSUs for U.S. executives; IPAR historically has not granted restricted stock to executive officers .

Annual Incentive Structure (U.S.)

Equity Ownership & Alignment

Vesting cadence implies potential incremental sellable supply of ~1,000 options from the 2022 grant vesting annually (2023–2027) and ~800 options from each of the 2023 and 2024 grants (2024/2025–2028/2029), subject to trading windows and personal decisions .

Employment Terms

• Employment agreement: None disclosed for Mr. Atwood (U.S. executives do not have employment agreements; flexibility in base salary cited) .
• Severance/Change‑of‑Control: No severance multiples, CoC triggers, or accelerated vesting terms disclosed for Mr. Atwood; clawback policy (SEC/Nasdaq compliant) applies to incentive-based compensation received on/after Oct. 2, 2023 .
• Non‑compete/non‑solicit/garden leave/post‑termination consulting: Not disclosed for Mr. Atwood (agreements described in detail only for Messrs. Madar and Benacin) .
• Retirement/benefits: U.S. 401(k) with match; no nonqualified deferred comp; no pension benefits for Atwood; no perquisites shown for 2024 .

Board Governance (Director Service, Committees, Independence)

• Board service: Director since Sept. 2022; CFO and director (management director; not independent) .
• Board committees: Audit, Executive Compensation & Stock Option, and Nominating Committees composed entirely of independent directors; chairs: François Heilbronn (all three) .
• Attendance: Board held 23 meetings (incl. committee) in 2024; all directors attended at least 75% of meetings/consents of the full board and relevant committees .
• Leadership/independence context: CEO is also Chairman; Board has no Lead Independent Director; board notes comfort with dual leadership given large owner-operators (Madar/Benacin) and segment oversight split; Atwood’s dual role (CFO + director) is standard for management directors but reduces board independence composition at the margin .

Director Compensation (Context)

• Director fees/equity apply to non‑employee directors only (meeting fees and annual option grants of 1,500 shares in 2024); employee directors (e.g., CFO) are compensated through executive pay, not director retainers .

Compensation Structure Analysis

• Cash vs. equity mix: U.S. CFO pay is salary‑heavy with modest discretionary cash bonus; equity awards are annual stock options (no RSUs/PSUs) with fair values of ~$102k (2022), ~$140k (2023), ~$133k (2024) .
• Performance linkage: Company explicitly did not use financial performance measures to link “Compensation Actually Paid” to company performance for 2024; U.S. bonuses are discretionary without preset targets, indicating limited formulaic pay‑for‑performance rigor for CFO cash pay .
• Repricing/modification: No option repricings disclosed; options issued at fair market value with 6‑year terms and standard vesting .
• Clawback/hedging controls: SEC/Nasdaq‑compliant clawback policy in effect; robust anti‑hedging policy and strict trading windows/pre‑clearance .
• Ownership alignment: No executive ownership guidelines (uncommon among mid/large‑cap peers), but Atwood’s equity exposure comes via multi‑year option grants; no pledging disclosure .

Key Multi‑Year Data

CFO – Summary Compensation

Equity – Outstanding Options (12/31/24)

Pay vs Performance (Company-level context)

The company also reports a custom peer set for pay‑versus‑performance (PVP) disclosure and notes that 2024 compensation actually paid was not tied to a company‑selected financial measure; the PVP table shows TSR of 197.35 and custom peer TSR of 147.04 for 2024 .

Compensation Committee & Peer Group

• Committee composition: Independent directors François Heilbronn (Chair), Robert Bensoussan, and Veronique Gabai‑Pinsky; broad reliance on experience rather than formal benchmarking or outside consultants for executive pay .
• Peer group for performance graph updated in 2023 to reflect current competitive landscape (e.g., ELC, P&G, e.l.f. Beauty, Coty, L’Oréal, LVMH, Natura, Olaplex, Shiseido) .
• Say‑on‑pay: 2024 shareholder advisory vote “overwhelmingly approved” compensation policies and decisions .

Risk Indicators & Red Flags

• Governance structure: CEO also Chairman; no Lead Independent Director; management directors include the CFO; core committees remain fully independent .
• Ownership policy: No executive stock ownership guidelines (potential alignment gap); anti‑hedging in place; pledging policy not disclosed .
• Related‑party transactions: Intercompany loans between subsidiaries and the parent to fund dividends/repurchases in 2023–2024; approved and disclosed, but notable from a governance optics standpoint .
• Clawback: SEC/Nasdaq‑compliant clawback policy adopted (covers three prior fiscal years for incentive‑based compensation after restatement trigger) .
• Section 16 compliance: No late filings reported for 2024 .
• Option repricing: None disclosed .

Say‑on‑Pay & Shareholder Feedback

• The Compensation Committee cited the “overwhelming” approval of the 2024 say‑on‑pay vote and maintained current policies (discretionary bonuses, options for long‑term) .

Expertise & Qualifications

• Degrees: Master’s in software engineering (INSA Lyon) and master’s in international finance (HEC Paris); CMA designation .
• Domain expertise: Finance leadership (Divisional CFO), fragrance industry strategy and M&A (P&G, Estée Lauder), global operating experience .

Work History & Career Trajectory

• 2022–Present: CFO, Interparfums, Inc.; director since Sept. 2022 .
• 2018–2022: Estée Lauder – fragrance category strategy and brand operations; senior M&A integration and divestitures .
• 2017–2018: Independent M&A advisor/private investor .
• 1995–2017: P&G – Divisional CFO Global Prestige Fragrances; prior roles in strategy, licensing, acquisitions; CFO Global Markets – Prestige .

Investment Implications

• Alignment and retention: Atwood’s pay mix is salary‑heavy with modest annual options; absence of stock ownership guidelines and discretionary bonus design limit explicit pay‑for‑performance alignment, though multi‑year options provide leverage to share price; no disclosed severance/CoC protections could be a retention risk vs large‑cap peers offering formal arrangements .
• Trading/overhang signals: Option vesting cadence (1,000 from 2022 grant annually; ~800 from 2023/2024 grants annually on their schedules) creates periodic potential liquidity events but pre‑clearance and blackout windows constrain timing; no 2024 option exercises by Atwood .
• Governance considerations: Dual roles (CFO + director) and combined CEO/Chair with no Lead Independent Director warrant monitoring; committees remain fully independent; say‑on‑pay support was strong .
• Performance backdrop: 5‑year TSR and net income trajectory are favorable; company states CAP not tied to financial metrics in 2024 (reduces direct pay‑performance sensitivity), but long‑term options maintain upside linkage to equity performance .