Efraim Grinberg
MOVADO GROUPAbout Efraim Grinberg
Efraim Grinberg, age 67, is Chair of the Board and Chief Executive Officer of Movado Group, Inc. He joined Movado in 1980, became President & COO in 1990, President in 1995, President & CEO in 2001, and Chair in 2009; he has served as a director since 1988 . External board service includes Lincoln Center for the Performing Arts, Partnership for New York City, and the Breast Cancer Research Foundation . Performance context: FY2025 net sales were $653.4M (-1.7% YoY) and adjusted operating income was $27.1M (-46.4% YoY); year-end cash was $208.5M with no debt, and no annual incentive payouts were made for FY2025 . Movado’s cumulative TSR from a $100 initial investment as of Jan 31, 2020 measured 138.44 by FY2025; FY2025 GAAP net income was $18.4M and adjusted operating income was $27.1M .
Board governance and dual-role implications
Grinberg serves concurrently as CEO and Chair since 2009; a Lead Independent Director (Alan Howard) is in place to mitigate concentration of power, and all three committees (Audit; Compensation & Human Capital; Nominating, Governance & Corporate Responsibility) are fully independent . The Board held 11 meetings in fiscal 2025, with directors attending in excess of 75% of Board and committee meetings, and non-management directors meet in executive session at least quarterly .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Movado Group, Inc. | Vice President, Marketing | 1985–1986 | Led marketing, foundational brand stewardship |
| Movado Group, Inc. | Senior Vice President, Marketing | 1986–1990 | Scaled brand marketing and product positioning |
| Movado Group, Inc. | President & Chief Operating Officer | 1990–1995 | Operational leadership during growth phase |
| Movado Group, Inc. | President | 1995–2001 | Executive leadership, set strategic direction |
| Movado Group, Inc. | President & Chief Executive Officer | 2001–2010 | Transition to CEO; resigned President title in 2010 |
| Movado Group, Inc. | Chair of the Board | 2009–present | Board leadership, governance oversight |
| Movado Group, Inc. | Director | 1988–present | Long-tenured board member |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lincoln Center for the Performing Arts, Inc. | Director | Current | Cultural network and reputation |
| Partnership for New York City | Director | Current | Public policy and business community engagement |
| Breast Cancer Research Foundation | Director | Current | Philanthropic leadership and stakeholder goodwill |
Fixed Compensation
| Metric | FY2025 |
|---|---|
| Base Salary ($) | $1,300,000 |
| Target Bonus (% of salary) | 150% |
| Actual Bonus Paid ($) | $0 (AICP not paid) |
CEO Multi-Year Compensation (Summary Compensation Table)
| Item | FY2023 ($) | FY2024 ($) | FY2025 ($) |
|---|---|---|---|
| Salary | 1,250,001 | 1,251,001 | 1,339,433 |
| Stock Awards | 937,496 | 3,500,004 | 3,500,030 |
| Option Awards | 937,503 | — | — |
| Non-Equity Incentive | — | — | — |
| All Other Compensation | 344,126 | 340,425 | 341,247 |
| Total | 5,062,875 | 5,091,430 | 5,180,710 |
Key perquisites and benefits in FY2025 included car allowance and auto insurance reimbursement ($22,177), life insurance premiums ($63,670), 401(k) match ($5,400), and $250,000 DCP contributions (80% cash, 20% phantom stock), vesting ratably over five years .
Performance Compensation
Annual Incentive Compensation Plan (AICP) – FY2025
| Component | Weighting | Target | Threshold | Maximum | Actual FY2025 | Payout |
|---|---|---|---|---|---|---|
| Net Sales | 37.5% | $710M (budget FX) | $675M (25% payout) | ≥$750M (150% payout) | $653.4M (below threshold) | $0 |
| Adjusted Operating Income | 37.5% | $35M | $30M (50% payout) | ≥$47M (130% payout) | $27.1M (below threshold) | $0 |
| Strategic Objectives (Movado brand sales, Europe sales, automatic movement penetration, inventory utilization, jewelry penetration) | 25% | Qualitative set | N/A | N/A | Not disclosed | $0 (Committee approved no payouts) |
Notes: CEO FY2025 AICP target = 150% of salary; no payments made due to under-threshold financial performance and in light of an April 2025 material weakness and restatement .
Long-Term Incentives
| Award Type | Grant Date | Target/Number | Vesting | Performance Metrics | Notes |
|---|---|---|---|---|---|
| PSUs (FY2025 grant) | 04/01/2024 | Target: 89,993; Threshold: 44,997; Max: 134,990 | Cliff at 3 years | Net sales and net cash from operating activities, measured in FY2026 | CEO’s equity mix ~71% PSUs, ~29% RSUs; total equity value ~179% of target bonus |
| RSUs (FY2025 grant) | 04/01/2024 | 35,998 | Cliff at 3 years | Time-based | Aligns with shareholder experience |
| FY2026 equity design | N/A | $1.95M RSUs only (CEO) | Typically multi-year vest | No PSUs in FY2026 due to tariff/macro uncertainty | Intent to return to PSUs when feasible |
Clawback: Company must recoup excess incentive compensation following restatements for awards received after Oct 2, 2023; Committee determined no recoupment for FY2024–FY2025 due to zero AICP payouts and unvested PSUs pending restated results .
Equity Ownership & Alignment
Beneficial Ownership (as of April 25, 2025)
| Holder | Class A Common Shares | Common Shares | % of Class A Outstanding | % of Common Outstanding | % of Total Voting Power |
|---|---|---|---|---|---|
| Efraim Grinberg | 5,353,718 | 557,208 (incl. options) | 82.90% | 3.38% | 66.75% |
Detailed components include: options exercisable (355,122 common) ; common shares held via EG Remainder Trust (6,425), MP/AG Remainder Trusts (12,852), Efraim Grinberg Family Foundation (20,000), Grinberg Family Foundation (25,000) ; Class A shares held via sole trustee trusts (aggregate 563,306) and testamentary trusts (171,285), co-trustee aggregates (862,940), EG Remainder Trust (11,291), Grinberg Family Foundation (75,191), Efraim Grinberg Family Foundation (23,000), and limited partnerships GPLP (3,055,640) and GPLPII (189,381) (dispositive/voting power via general partner GGP; disclaimed except to extent of pecuniary interest) .
Hedging/pledging: Company prohibits short sales and trading in puts/calls; it has not adopted specific anti-hedging policies; no pledging disclosures are noted in the proxy . Stock ownership guidelines exist for non-employee directors ($250,000 market value), but no executive ownership guideline is disclosed .
Options and Equity Outstanding (FY2025 Year-End)
| Instrument | Quantity | Strike ($) | Expiry | In-the-money status (vs $19.12 at 01/31/2025) |
|---|---|---|---|---|
| Stock options (exercisable) | 200,000 | 16.87 | 12/01/2030 | ITM (strike < $19.12) |
| Stock options (exercisable) | 91,820 | 27.62 | 03/29/2031 | OTM (strike > $19.12) |
| Stock options (unexercisable) | 63,302 | 38.04 | 03/28/2032 | OTM (strike > $19.12) |
| Unvested RSUs | 95,596 | N/A | N/A | Market value $1,827,796 at $19.12 |
| Unvested PSUs (target) | 177,375 | N/A | N/A | Market/payout value $3,391,410 at target |
Upcoming Vesting (assumes target PSU performance)
| Vesting Date | Shares |
|---|---|
| 03/28/2025 | 24,645 |
| 03/27/2026 | 122,335 |
| 04/01/2027 | 125,991 |
Insider filings: One late Form 4 covering one phantom stock vesting transaction for Efraim Grinberg, noted in Delinquent Section 16(a) reports .
Employment Terms
| Provision | Terms |
|---|---|
| Employment contract | None disclosed; no severance agreements for NEOs |
| AICP | Annual cash plan; CEO target 150% of salary; FY2025 not paid |
| LTI — change-in-control | Pre-FY2024 equity awards: single-trigger vesting upon change-in-control; FY2024+ awards: double-trigger (accelerate only if terminated without cause within 2 years post-CoC; PSUs capped at max shares) |
| Death/Disability/Retirement | Immediate vesting of DCP employer contributions and equity awards; disability vesting requires 10 years of service; retirement vesting at age 65 or at 55+ with 10 years and Committee approval (may include non-compete/non-solicit/confidentiality) |
| CoC vesting values (as of 01/31/2025) | CEO effectively already qualifies for retirement vesting; if electing retirement treatment on 01/31/2025, early vesting values: stock options $0; stock awards $5,219,206 |
| Clawback | Mandatory recoupment of excess incentive compensation after restatements; Committee found no recoupment required for FY2024–FY2025 |
| Deferred Compensation Plan (DCP) | CEO executive deferrals and Company contributions; FY2025 Company contributions totaled $250,000 (80% cash, 20% phantom stock), vesting 20% per year; FY2025 DCP account balances and vesting terms detailed in proxy |
Perquisites include car allowance/auto insurance, life insurance premium payments, and standard benefits; no tax gross-ups on perquisites or change-in-control; no single-trigger vesting on FY2024+ stock awards, no option repricing .
Performance & Track Record
- FY2025 operations: Net sales $653.4M (-1.7% YoY), adjusted operating income $27.1M (-46.4% YoY) amid elevated marketing investments and cost-savings initiatives; year-end cash $208.5M, no debt .
- FY2026 Q1 and Q2 updates: Q1 net sales $131.8M (down ~1.9% YoY), adjusted EPS $0.08, cash ~$203M; Q2 net sales $161.8M (+3.1% YoY), adjusted operating income ~$7.0M (>2.6M last year), cash ~$180.5M; tariff uncertainty persists; dividend $0.35/share declared in Q1 .
- Pay versus performance: FY2025 CEO CAP $2.57M vs SCT total $5.18M; cumulative TSR value 138.44; FY2025 net income $18.36M; adjusted operating income $27.07M .
Equity Ownership & Alignment
- Significant “skin in the game”: Grinberg controls 66.75% of total voting power through Class A holdings and related entities, aligning interests but limiting outside influence and M&A optionality .
- Family relationships: Brother Alex Grinberg is a director and SVP, and daughter Margot Grinberg is President Movado Brand & SVP E-Commerce; related-party transactions reviewed under the Company’s code .
Compensation Committee Analysis
- Committee composition: Independent directors; chaired by Lead Director Alan H. Howard; seven meetings in fiscal 2025 .
- Consultant and market input: Meridian Compensation Partners engaged; Committee does not rely on a single peer group and considers broader market competitiveness .
- Say-on-pay support: 2024 advisory vote received ~97% of votes represented and 99% of votes cast in favor; shareholders prefer annual say-on-pay .
Equity Ownership & Alignment (Executive Policy Highlights)
- Insider trading policy prohibits short sales and trading in puts/calls; the Company has not adopted specific anti-hedging prohibitions; no pledging disclosures noted .
- Director stock ownership guideline: Non-employee directors expected to own ≥$250,000 of common stock .
Employment Terms (Additional)
- No auto-renewal employment contracts disclosed; non-compete and related covenants may be imposed in connection with retirement vesting approvals under DCP/Stock Plan .
- Garden leave and post-termination consulting arrangements are not disclosed.
Investment Implications
- Alignment and control: Grinberg’s 66.75% total voting power and extensive Class A holdings strongly align with long-term value creation but materially reduce the likelihood of activist outcomes or change-of-control transactions, concentrating governance power in the family; a Lead Independent Director and fully independent committees provide counterbalance .
- Pay-for-performance signaling: Zero FY2025 AICP payout, PSU-heavy FY2025 LTI design, and a reduced RSU-only FY2026 CEO award ($1.95M) reflect committee restraint under macro/tariff uncertainty and the April 2025 restatement; watch for a reintroduction of PSUs as visibility improves .
- Selling pressure and supply: Monitor three-year cliff vest dates (03/27/2026 and 04/01/2027 total 248,326 shares assuming target PSU performance) and option in-the-money status (200,000 @ $16.87) as potential sources of supply; one late Form 4 suggests procedural controls to watch but is not material by itself .
- Risk indicators: April 2025 material weakness/restatement triggered clawback policy review (no recoupment) and elevated audit fees; tariff volatility and FX contributed to unrealized losses, with FY2026 outlook withheld; governance mitigants include quarterly executive sessions and independent committees .
- Capital returns vs earnings: Dividend ($0.35 per share) is supported by high cash and no debt, but earnings per share lag the dividend; management expects stronger operating cash flow in 2H FY2026 and inventory normalization, which can support capital returns absent earnings acceleration .
Overall, compensation structures show increasing discipline and risk-awareness post-restatement; equity alignment is high, but governance concentration remains a consideration for investors assessing event-driven or control-change catalysts .