Behzad Soltani

About Behzad Soltani

Executive Vice President, Chief Operating Officer (age 53). Joined Movado Group in March 2018 as Chief Digital Officer; promoted to EVP, Commercial President & Chief Technology Officer in June 2020; became EVP, Chief Operating Officer in September 2024, assuming primary responsibility for operations while relinquishing most sales responsibilities . Prior roles include VP & GM of B2B at Boxed; VP & GM of e-commerce at Keurig; senior roles at Staples and FedEx Office . Company FY2025 context: net sales decreased 1.7% to $653.4 million and adjusted operating income declined 46.4% to $27.1 million; cash $208.5 million and no debt at year-end; AICP bonuses not paid due to under-threshold performance and an April 2025 restatement tied to a material weakness . Company cumulative TSR (Jan 31, 2020 base) measured in Pay vs. Performance disclosure was 138.44 at FY2025 and 187.72 at FY2024; Adjusted Operating Income was $27.1 million in FY2025 and $50.5 million in FY2024 .

Past Roles

External Roles

Fixed Compensation

Notes:

• For FY2025, NEO salaries set at $621,000 for Soltani (program level); recognized salary in SCT = $640,441 .
• Perquisites (program-wide): taxable car allowance; CFO housing allowance; CEO life insurance; included within “All Other Compensation” .

Performance Compensation

Annual Incentive Compensation Plan (AICP) – Structure and Outcomes

LTIP – RSUs and PSUs (Grants of Plan-Based Awards)

• FY2026 plan: due to economic uncertainty and tariff announcements, Committee awarded RSUs only (no PSUs); intent to return to PSUs when visibility improves .

Equity Ownership & Alignment

Beneficial Ownership

Outstanding Equity Awards at Year-End

• FY2025 YE closing price used in CoC table valuation: $19.12/share . Options with exercise prices below $19.12 (e.g., $12.42, $16.87) would be in-the-money at that price; higher strikes ($27.62, $38.04) would be out-of-the-money at that price .

Scheduled Vesting (Assuming continued employment; PSUs at target)

Option Exercises and Stock Vested

Deferred Compensation Plan (DCP) – FY2025

• DCP matching contribution equals 100% of deferral up to 10% of base salary for Group I participants (Soltani was Group I in FY2025); 20% of match in stock-denominated rights; matches vest ratably over five years .

Hedging, Pledging, and Trading Restrictions

• Company policy prohibits short sales, trading in puts/calls/other derivatives of Company stock, and buying Company stock on margin . No specific executive pledging disclosures identified; hedging policy not explicitly prohibiting all hedges (company notes no specific anti-hedging practices adopted), but derivative trading is prohibited .

Employment Terms

• No employment agreements or severance agreements for NEOs (including Soltani) .
• Change-in-Control (CoC) vesting: awards prior to FY2024 have single-trigger vesting upon CoC; awards in FY2024+ use double-trigger (accelerated vesting only if terminated without cause within two years post-CoC; PSUs capped at max if Committee determines) .
• Death/Disability/Retirement vesting: immediate vesting of unvested DCP contributions and equity on death; disability equity vesting only after 10 years of service; retirement vesting requires age thresholds and Committee approval; Soltani (under age 65 and <10 years service at relevant dates) would not qualify for disability/retirement vesting at FY2025/FY2024 .
• Potential CoC Values for Soltani (as of Jan 31, 2025): Early vesting of DCP $110,584; Early vesting of FY2023 stock awards $113,095; Additional vesting upon CoC with termination of employment for FY2024 & FY2025 stock awards $621,285 .

• Clawback: Company must recoup excess incentive compensation received after Oct 2, 2023 upon a restatement; Committee determined no recoupment required for FY2024–FY2025 since no annual incentive compensation was paid and PSUs had not yet vested; future vesting will consider restated results .

Performance Compensation (Detailed AICP Table for Soltani – FY2025)

• Soltani’s FY2025 AICP opportunity: threshold $130,992; target $465,750; max $698,625 .

Equity Ownership & Alignment (Compliance and Guidelines)

• Non-employee director stock ownership guidelines exist ($250,000 market value), but executive stock ownership guidelines not disclosed in proxy .
• Say-on-pay support: 2024 meeting saw ~97% of votes represented and 99% of votes cast in favor of executive compensation; shareholder engagement cited .

Investment Implications

• Alignment: Significant multi-year equity mix (RSUs/PSUs) with double-trigger CoC and stringent AICP metrics aligns pay with performance; AICP cancellations in FY2024–FY2025 reinforce discipline amid under-threshold performance and restatement, reducing windfall risk .
• Retention risk: Upcoming vesting schedule (~5.9k shares in 2025; ~15.7k in 2026; ~16.8k in 2027) plus unvested PSUs suggests retention hooks; DCP balance and five-year vesting of company matches further tether tenure .
• Trading signals: No options exercised in FY2024–FY2025; recent vesting of ~5.2k–5.6k shares each year indicates incremental supply, but derivative trading and margin prohibitions temper hedging/leverage-related selling pressure; pledging not disclosed .
• Governance and execution risk: April 2025 material weakness and restatement create near-term control risk; clawback readiness and zero AICP payout mitigate adverse optics; however, FY2025 revenue and AOI underperformed thresholds, suggesting operational headwinds even as Soltani transitioned to COO; monitoring FY2026 RSU-only design and PSU reinstatement timing is prudent .