Ann Kirschner
Director and Nominating, Governance and Corporate Responsibility Committee Chair at 
MOVADO GROUP
MOVADO GROUPBoard
About Ann Kirschner
Ann Kirschner, age 74, is an independent director of Movado Group, Inc. and has served on the Board since 2019. She chairs the Nominating, Governance and Corporate Responsibility Committee and is a member of the Compensation and Human Capital Committee. Kirschner is an educator, consultant, and writer with deep experience in digital media and technology; she is a university professor at The City University of New York and previously served as interim president of Hunter College and Dean of Macaulay Honors College. Earlier in her career, she was the first digital strategist for the NFL, launching NFL.COM and NFL SUNDAY TICKET, and has been a founder/leader across four cable, satellite, and online startups .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The City University of New York | University Professor; formerly Interim President (Hunter College), Dean (Macaulay Honors College), Strategic Advisor to the Chancellor | Since 2006 (current and prior roles) | Academic leadership; governance and strategy experience |
| National Football League | First Digital Strategist; launched NFL.COM and NFL SUNDAY TICKET | Not disclosed | Pioneer of digital transformation; large-scale product launches |
| Comma Communications | President and Founder | Not disclosed | Advisory services for innovation in media/technology/education |
| Multiple startups | Founder/leader across four startups (cable, satellite, online) | Not disclosed | Early-stage execution, digital/media sector expertise |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Strategic Cyber Ventures | Director | Private | Cybersecurity investment oversight |
| Arizona State University – EdPlus & Learning Enterprise | Management Committee Member | Public (University) | Digital learning strategy |
| Paul & Daisy Soros Foundation | Trustee | Private Foundation | Philanthropy/governance |
| nycFIRST | Trustee | Nonprofit | STEM education |
| Princeton University | Former Trustee; Co-Chair, Graduate School Leadership Council | Private University | Alumni leadership/governance |
| Chegg; ShortTok; WorldQuant University | Advisory Boards | Private/nonprofit | EdTech/media/data science advisory |
Board Governance
- Committee assignments: Chair, Nominating, Governance and Corporate Responsibility (NGCR); Member, Compensation and Human Capital Committee. Audit Committee membership does not include Kirschner .
- Independence: The Board determined all directors other than Alex and Efraim Grinberg are independent under NYSE standards; Kirschner is independent. All members of the Compensation and NGCR Committees are independent; Audit members are independent and are “financial experts” under SEC rules .
- Meetings/attendance: Board met 11 times in fiscal 2025; NGCR held 4 meetings; Compensation held 7; Audit held 5. All directors attended more than 75% of Board and committee meetings. All directors attended the 2024 Annual Meeting .
- Executive sessions: Non-management directors hold regular executive sessions at least quarterly, chaired by the lead independent director .
- NGCR self-assessment: NGCR Chair (Kirschner) organizes annual Board/committee self-assessments and conducts one-on-one director feedback meetings; results reported to the Board with governance changes as appropriate .
- Compensation Committee interlocks: None; the committee comprised entirely of independent directors; no reciprocal board/comp committee relationships for Movado executives .
Fixed Compensation
| Component (Fiscal 2025) | Amount | Details |
|---|---|---|
| Annual cash retainer | $90,000 | Increased $5,000 vs prior year |
| Committee membership fees | $5,000 | Compensation & Human Capital Committee member |
| Committee chair fees | $17,500 | NGCR Committee Chair |
| Lead director premium | N/A | Not applicable to Kirschner |
| Watch allowance (actual used) | $2,499 | Director allowance up to $6,000 SRP; table shows Kirschner’s usage |
| Total cash fees (table) | $112,500 | Matches fees earned for Kirschner |
Performance Compensation
| Equity Component (Fiscal 2025) | Shares/Value | Vesting/Terms | Performance Metrics |
|---|---|---|---|
| Annual director stock award | 4,500 shares; $125,000 FV | Cliff-vest in 1 year | No performance conditions; time-based only |
| Equity for lead director | N/A for Kirschner | Lead director gets 7,200 shares; not applicable to Kirschner | N/A |
No options or PSUs are used in non-employee director compensation; awards are time-based stock grants with one-year cliff vesting .
Other Directorships & Interlocks
- Public company directorships: None disclosed for Kirschner .
- Interlocks: No compensation committee interlocks; committee fully independent .
- Related-party transactions: None disclosed involving Kirschner; related-party disclosures in the proxy relate to Alex and Margot Grinberg .
Expertise & Qualifications
- Digital/media technology leadership (NFL.COM, SUNDAY TICKET; multiple startups) aligned with Movado’s online marketing and technology investments .
- Academic governance and strategy experience (CUNY leadership roles) supports NGCR chair responsibilities .
- Broad nonprofit/advisory board roles in education, cybersecurity, and tech; useful for ESG oversight and stakeholder engagement .
Equity Ownership
| Date/Source | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| April 25, 2025 (Proxy table) | 17,766 | <1% | Proxy beneficial ownership table |
| Post-award (Form 4 filed 2025-04-23; txn 2025-04-21) | 27,046 | <1% | 9,280-share award; Director holdings updated in Form 4 |
| Form 4 filed 2024-04-03; txn 2024-04-01 | 17,766 | <1% | 4,500-share award; holdings after grant |
| Form 4 filed 2023-03-29; txn 2023-03-27 | 13,266 | <1% | 4,369-share award; holdings after grant |
| Form 4 filed 2023-01-09; txn 2023-01-05 | 8,897 | <1% | Open market sale: 5,000 shares at $33.881; holdings after sale |
| Ownership Guidelines | Requirement | Compliance Status |
|---|---|---|
| Non-employee directors expected to own ≥ $250,000 of MOV stock | $250,000 market value | Company states guideline; proxy does not disclose individual compliance by director |
| Indicative Value Checkpoints | Shares | Reference Price | Implied Value |
|---|---|---|---|
| As of 01/31/2025 (proxy price reference) | 17,766 | $19.12/share | ~$339,900 (17,766 × $19.12) |
| Post 04/21/2025 award (holdings) | 27,046 | $19.12/share (illustrative) | ~$516,100 (27,046 × $19.12) |
Company policy prohibits short sales and trading in puts/calls/derivatives of Company stock, but the Company has not adopted policies specifically prohibiting hedging transactions designed to offset declines in the stock’s value .
Governance Assessment
- Strengths: Independent director; chairs NGCR and serves on Compensation Committee; Board/committee independence and regular executive sessions support robust governance; attendance exceeds 75% across Board/committees, and directors attended the 2024 annual meeting .
- Alignment: Director compensation uses a balanced cash retainer, committee fees, and time-based equity; stock ownership guidelines target ≥$250,000, and Kirschner’s holdings increased via annual awards; equity grants align director interests with shareholder outcomes without options risk .
- Pay practices: Compensation Committee and NGCR are fully independent; no interlocks; director equity awards are simple, one-year cliff RSUs; watch allowance is modest and disclosed; no tax gross-ups for director perquisites noted in director compensation section .
- Risk indicators and context: The Company announced a material weakness and restatement in April 2025; the clawback policy review determined no recoupment was required due to no FY2024–FY2025 annual incentives paid and performance-based RSUs not yet delivered. As NGCR chair, Kirschner oversees governance and ethics frameworks during such events—continued oversight and remediation quality are critical for investor confidence .
- Potential soft spots: Company has not adopted a formal anti-hedging policy (beyond prohibiting short sales and options/derivatives), which some investors view as a governance gap; concentrated voting power resides with the Grinberg family, which may limit independent director influence on certain outcomes .
Other Notes
- Say-on-pay support: At the 2024 annual meeting, approximately 97% of votes represented and 99% of votes cast supported say-on-pay, a positive signal for Compensation Committee practices during Kirschner’s tenure on the committee .
- Director compensation details: Kirschner’s fiscal 2025 fees totaled $112,500 cash plus a $125,000 stock award (4,500 shares), and $2,499 in watch allowance usage; no options granted to directors .
All information sourced from Movado Group, Inc. 2025 DEF 14A and SEC Form 4 filings cited inline.