Virginia Hilfiger
About Virginia Hilfiger
Virginia Hilfiger is Co‑Founder, Director, and Chief Brand Officer of MGO Global Inc. (MGOL), serving on the board since November 2021 and as Chief Brand Officer since November 2023 after previously serving as Chief Design Officer . She is 61 years old and studied fashion and apparel design at the Fashion Institute of Technology (FIT); her career spans senior design and brand roles at Tommy Hilfiger Corporation, Fila, and her own luxury label, Ginny H . MGOL does not disclose company TSR, revenue or EBITDA growth linked to her incentives; her annual bonus is discretionary up to 25% of base and “predetermined performance goals” are set by the board but not specified .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tommy Hilfiger Corporation (THC) | Executive Vice President, Women’s Corporate | 1990–2005 | Led creation and launch of Tommy Jeans, H Hilfiger, Tommy Girl; reimagined women’s sportswear division . |
| Fila (Global) | Creative Director & Brand Builder | 2011–2015 | Led redesign/relaunch of Fila’s Global Heritage brand; modern sporty lifestyle/tennis wear . |
| Ginny H (Founder) | Founder, Luxury ready‑to‑wear | 2005–present | Launched at Bergdorf Goodman; extended to Bergdorf/Neiman Marcus online . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fila – Ginny H Modern Heritage (China) | Chief Designer | 2015–present | Designer of collections; revival of knitted long‑sleeve coat and F‑box polos . |
| Turko Textile / Brooks Brothers Home | Special Consultant | N/A | Designed/developed capsule collection for Brooks Brothers Home . |
Fixed Compensation
| Metric | 2022 | 2023 |
|---|---|---|
| Salary ($) | $103,750 | $144,000 |
| Bonus ($) | $0 | $108,000 |
| Stock Awards ($) | $0 | $36,310 |
| Option Awards ($) | $0 | $292,636 |
| All Other Compensation ($) | $0 | $0 |
| Total ($) | $103,750 | $580,946 |
Employment agreement terms (current framework):
- Base salary: $250,000; annual discretionary performance bonus up to 25% of base .
- Benefits: Term life and disability insurance premiums reimbursed up to $10,000 annually; automobile allowance $1,000/month .
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout / Vesting |
|---|---|---|---|---|---|
| Annual Bonus | Predetermined performance goals (Board‑set) | Not disclosed | Not disclosed | $108,000 (FY2023) | Paid as part of FY2023 compensation . |
| RSUs (Grant 3/27/2024) | Service‑based vesting | N/A | Quarterly over FY2024 | N/A | Vested quarterly in FY2024 per agreement . |
| Stock Options (five‑year) | Time‑based vesting | N/A | Vest/exercisable 1/1/2025 | N/A | Later canceled on 4/23/2024 (30,000 options) . |
Notes:
- The company does not disclose quantitative performance metrics (e.g., revenue, EBITDA, TSR) used for bonus determination .
- Outstanding equity (as of 12/31/2023) and subsequent vesting/cancellation detailed below .
Equity Ownership & Alignment
| Item | As of Nov 18, 2024 | As of Dec 31, 2024 | Notes |
|---|---|---|---|
| Beneficially owned shares | 496,577 | 496,577 | Same share count shown across tables with different base shares outstanding. |
| % of shares outstanding | 17.10% (based on 2,904,001 SO) | 5.4% (based on 9,219,001 SO) | Offering increased outstanding share count, reducing % ownership. |
| Shared voting/disposition | 39,400 shares via MGOTEAM LLC (shared with CEO) | 39,400 shares via MGOTEAM LLC | Shared voting/disposition rights with CEO. |
| RSUs unvested (12/31/2023) | 3,396 ($35,999.72 MV) | N/A | RSUs vested on 2/17/2024 . |
| Stock options (12/31/2023) | 10,000 exercisable; 20,000 unexercisable; $50.00 strike; exp. 1/12/2028 | Canceled on 4/23/2024 | Reduces potential future exercise/selling pressure. |
| Pledging/Hedging | Prohibited by insider trading policy; no pledges disclosed | Prohibited; no pledges disclosed | Policy bans margin, pledging; company notes no pledge arrangements. |
Insider trading filings:
- Form 4 filings disclose transactions reported by Virginia Hilfiger on 4/2/2024 (for 3/31/2024) and 6/4/2024 .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment agreement dates | Two‑year agreement dated 7/19/2022; amended & restated 10/13/2022; amended 3/27/2024 . |
| Role history | Chief Design Officer (co‑founder, 11/2021); Chief Brand Officer since 11/2023 . |
| Base salary | $250,000 . |
| Target bonus | Up to 25% of base; discretionary; Board‑set goals . |
| Benefits | Term life/disability insurance reimbursement up to $10,000 annually; $1,000/month auto allowance . |
| Severance (without cause / good reason) | Accrued amounts; 12 months base salary and COBRA; lump sum equal to 100% of base salary . |
| Change‑of‑control terms | Not specifically disclosed in summary . |
| Clawback policy (company‑wide) | Adopted Nov 2023 per Dodd‑Frank/Nasdaq; recovers excess incentive comp tied to financial reporting measures after restatement (3‑year lookback) . |
| Insider trading / pledging | Policy (July 2023) prohibits margin accounts, pledging, hedging, short selling and similar activities . |
Board Governance
| Aspect | Details |
|---|---|
| Board service | Director since Nov 2021 . |
| Committee roles | None (executive director); not on Audit, Compensation, or Nominating committees . |
| Independence | Not independent; board majority independent (Rawson, McKenzie, Lerner, Wahlgren) . |
| Attendance | Board met 5 times in FY2023; all directors attended at least 100% of meetings and relevant committees . |
| Board/Committee leadership | Audit Chair: Ping Rawson; Compensation Chair: Obie McKenzie; Nominating Chair: Jeffrey Lerner . |
| Board leadership structure | CEO also serves as Chairman (Maximiliano Ojeda) . |
Director compensation:
- Only independent directors received board compensation in FY2023; employee directors (including Hilfiger) did not receive director fees .
Related Party Transactions (Governance Red Flags/Considerations)
| Item | 2022 | 2023 | Notes |
|---|---|---|---|
| Borrowings/payments involving Hilfiger | Borrowed $5,914; paid $3,000 | Paid $47,602 to Hilfiger | Short‑term balances; no fixed maturity/interest; year‑end loan balance $0 (2023) . |
| Rent expense paid by Hilfiger | $14,400 due to Hilfiger (monthly rent expense) | $0 | Accounts payable to Hilfiger $0 as of 12/31/2023; $11,600 as of 12/31/2022 . |
| Broader related party balances | Accounts payable and accrued payroll details to executives/consultants disclosed . |
Compensation Structure Analysis
- Shift in pay mix: Significant increase in equity and bonus in 2023 versus 2022 (Option Awards from $0 to $292,636; bonus from $0 to $108,000), indicating greater at‑risk compensation, albeit without specified operating/financial targets .
- Equity award modifications: 30,000 stock options canceled on 4/23/2024; RSUs granted 3/27/2024 vested quarterly during FY2024 .
- Governance protections: Company‑wide clawback policy (Nov 2023) and insider trading policy banning pledging/hedging .
Equity Ownership & Director Interlocks (Additional Context)
- High insider alignment: As of mid‑2024, MGO principals collectively owned/controlled 61.28% of shares (pro forma figures in transaction exhibit); Hilfiger individually listed with 4,915,897 shares and 24.59% (specific to transaction schedule context) . Note: percentages reflect specific transaction documentation and differ from proxy‑reported outstanding shares and timing.
Expertise & Qualifications
- Education: Fashion Institute of Technology (FIT), fashion/apparel design .
- Industry experience: Senior design/brand leadership in apparel and sportwear; founder of luxury label; product/brand launches at THC and Fila .
- Reporting company directorships: No prior reporting company board roles disclosed for Hilfiger .
Investment Implications
- Alignment: Material equity stake (5.4% as of 12/31/2024; 17.10% pre‑offering) and shared control over MGOTEAM LLC shares support alignment, with company policies explicitly prohibiting pledging/hedging, reducing misalignment risk .
- Incentive design and visibility: Bonus is discretionary up to 25% of base without disclosed financial metrics, limiting pay‑for‑performance transparency; 2023 compensation tilted toward equity/bonus, but subsequent option cancellation (4/23/2024) reduces potential near‑term option‑driven selling pressure .
- Retention economics: Severance provides 12 months salary and COBRA plus a lump sum equal to 100% of base salary, implying robust protection in a termination‑without‑cause/good‑reason scenario; change‑of‑control terms not specified in summary disclosures .
- Governance balance: Executive dual roles (CEO as Chairman; Hilfiger as officer/director) present independence considerations, mitigated by majority‑independent board and independent committee chairs, with 100% 2023 attendance across directors .
- Trading signals: RSUs vested during FY2024 per agreement; blackout/insider policy constraints apply; Form 4 filings (Apr 2, 2024; Jun 4, 2024; and 2025 filings) document activity and should be monitored for selling pressure windows around vest events .