Michelle Kennedy
MOVADO GROUPAbout Michelle Kennedy
Michelle Kennedy is Senior Vice President, Chief Human Resources Officer at Movado Group, Inc. (MOV), age 58, having joined in May 2023 after senior HR leadership roles at Williams-Sonoma (SVP), Ralph Lauren (VP), and Christian Dior (VP) . Fiscal 2025 performance context: net sales decreased 1.7% to $653.4 million and adjusted operating income declined 46.4% to $27.1 million; management made marketing investments and cost-savings initiatives, ending with $208.5 million cash and no debt; the Compensation & Human Capital Committee made no AICP payouts for FY25 . The company maintains a clawback policy and determined no recoupment under the April 2025 restatement; hedging via derivatives and margin purchases are prohibited under the Code, with short sales disallowed .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Williams-Sonoma | SVP, Human Resources | 12 years | Led HR at a major retail brand; scale experience in talent systems and operations |
| Ralph Lauren | VP, Human Resources | 6 years | Advanced HR leadership at global lifestyle brand; supports consumer/retail HR rigor |
| Christian Dior | VP, Human Resources | 6 years | Luxury retail HR leadership; global brand HR practices |
External Roles
| Organization | Role | Years |
|---|---|---|
| None disclosed | — | — |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary (actual paid, $) | 398,077 | 480,330 |
| All Other Compensation (DCP match, 401(k), $) | 23,574 | 28,445 |
| Target Bonus (% of base) | 50% | 50% |
| AICP Payout ($) | 0 (no FY24 payouts) | 0 (thresholds unmet; committee canceled) |
| Base Salary Level Set by Committee ($) | 465,750 | 465,750 |
Notes:
- Sign-on cash bonus of $275,000 and a sign-on RSU grant valued at $175,007 in FY 2024 (RSU vests ratably over 3 years) .
- No tax gross-ups on perquisites and no tax gross-ups related to change-in-control; clawback policy in place .
Performance Compensation
Annual Incentive Compensation Plan (AICP) – FY 2025
| Metric | Weighting | Target | Threshold | Maximum | Actual FY25 | Payout |
|---|---|---|---|---|---|---|
| Net Sales ($M) | 37.5% | 710 | 675 (25% payout min) | 750 (150% payout) | 653.4 | 0% (committee made no payments) |
| Adjusted Operating Income ($M) | 37.5% | 35 | 30 (50% payout min) | 47 (130% payout) | 27.1 | 0% (committee made no payments) |
| Strategic Objectives (brand sales, Europe, automatic movements, inventory utilization, jewelry penetration) | 25% | Qualitative | — | — | Not disclosed | 0% (committee made no payments) |
AICP target bonus for Kennedy: 50% of base salary .
Long-Term Incentive (LTIP) – FY 2025 Grants (Grant date 04/01/2024)
| Award Type | Threshold (#) | Target (#) | Maximum (#) | RSUs (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| PSUs (net sales & net cash from ops measured in FY 2026; cliff-vest 3 years) | 2,096 | 4,192 | 6,288 | — | Included in total $232,908 |
| RSUs (time-vest; cliff-vest 3 years) | — | — | — | 4,192 | Included in total $232,908 |
Notes:
- FY 2026 equity awards are RSUs only due to macro/tariff uncertainty; Committee intends to return to PSUs when metrics are practicable .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership – Common shares | 3,906 (less than 1%) |
| Unvested time-vesting RSUs (#) | 12,202; market value $233,302 |
| Unearned PSUs (#) | 8,124; assumed target payout value $155,331 |
| Vested vs unvested breakdown | Unvested RSUs/PSUs above; 2,039 shares vested in FY25; value on vesting $56,358 |
| Shares pledged as collateral | Not disclosed; Company prohibits buying on margin and trading derivatives; short sales prohibited |
| Late Section 16 filing | One late Form 4 covering a phantom stock vesting transaction for Kennedy |
Known Vesting Schedule (Assuming continued employment; PSUs at target)
| Vesting Date | Shares (#) |
|---|---|
| 03/27/2025 | 2,039 |
| 03/27/2026 | 9,903 |
| 04/01/2027 | 8,384 |
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreement / severance | None; Company does not have severance agreements with NEOs |
| Change-in-control vesting | FY23 and earlier: single-trigger; FY24+ awards: double-trigger (requires termination without cause within 2 years post-CoC) |
| Estimated CoC acceleration (as of 01/31/2025) | Early vesting of DCP: $32,827; Early vesting of FY24–25 stock awards (with termination): $388,633; FY23 stock awards/options: $0 reported for Kennedy |
| Retirement/disability vesting | Immediate vesting subject to age/service thresholds; Kennedy under age 65 and <10 years service, so not eligible for disability or retirement vesting at FY25 |
| Clawback | Excess incentive compensation recoupment for 3 fiscal years preceding a restatement; Committee determined no recoupment for FY24–25 given no AICP payouts and PSUs not yet determined |
| Deferred Compensation Plan (DCP) – FY 2025 | Executive contributions $23,045; Company contributions $23,045; earnings $6,470; withdrawals $29,337; balance $64,470 |
Compensation Structure Analysis
- Mix shifts and at-risk pay: Kennedy’s FY25 pay comprised salary and equity; no AICP payout due to underperformance and restatement context; FY26 equity shifted to RSUs only, reducing performance-contingent mix vs PSUs, reflecting macro uncertainty rather than plan design change .
- Sign-on incentives: FY24 sign-on cash ($275,000) and RSUs ($175,007) create near-term vesting cadence (first tranche 03/27/2025) enhancing retention but adding potential selling pressure at vest dates .
- Performance metric rigor: FY25 AICP thresholds (sales $675M, AOI $30M) were not met (actual sales $653.4M; AOI $27.1M); payout set to zero, reinforcing pay-for-performance .
- Governance protections: Double-trigger CoC vesting for FY24+ awards; clawback policy aligned with SEC rules; hedging via derivatives and margin purchases prohibited; no NEO severance agreements (limits golden parachutes) .
Investment Implications
- Insider selling pressure: Upcoming vesting tranches (9,903 shares on 03/27/2026; 8,384 shares on 04/01/2027) could create supply if not retained; FY24 sign-on RSU tranches add cadence; monitor Form 4 activity around these dates .
- Alignment and ownership: Beneficial ownership is de minimis (<1%), with alignment primarily via unvested RSUs/PSUs; absence of pledging disclosures and prohibition on margin/derivatives mitigate hedging risk .
- Pay-for-performance discipline: Zero FY25 AICP payouts and clawback framework reduce misalignment risk; FY26 RSU-only grants lower performance sensitivity near term; reassess once PSUs resume .
- Change-of-control economics: No severance multiples and double-trigger equity reduces immediate windfall risk; estimated FY24–25 equity acceleration value of ~$389k plus DCP ~$33k suggests modest CoC exposure for Kennedy relative to CEO/CFO .
- Operational execution risk: FY25 underperformance (sales and AOI below thresholds) and restatement context limited cash incentives; HR execution may focus on cost discipline and talent/organizational efficiency as management highlighted cost-savings initiatives .
- Shareholder sentiment: Strong say-on-pay support in 2024 (97% of votes represented; 99% of votes cast) indicates investor acceptance of compensation framework; continue monitoring as PSU usage returns post-uncertainty .