Mitchell C. Sussis
MOVADO GROUPAbout Mitchell C. Sussis
Senior Vice President, General Counsel and Secretary of Movado Group, Inc.; age 60; joined Movado in November 2015 after senior legal roles at Time Inc., Level 3 Communications, Global Crossing, The Dun & Bradstreet, and ADP, and began his legal career at Simpson Thacher & Bartlett LLP in 1989 . Company performance context for FY2025: net sales fell 1.7% to $653.4M and adjusted operating income declined 46.4% to $27.1M; Movado ended FY2025 with $208.5M cash and no debt . Over the last five fiscal years, Movado’s pay-versus-performance disclosure shows cumulative TSR of 138.44 (vs. Russell 2000 at 151.53) and net income of $18.4M in FY2025, framing the environment for executive incentives and alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Time Inc. | Vice President & Deputy General Counsel | Jan 2014–Nov 2015 | Senior corporate counsel at a global media company . |
| Level 3 Communications, Inc. | Senior Vice President & Deputy General Counsel | Oct 2011–Jan 2014 | Senior legal leadership at a global telecom provider . |
| Global Crossing Limited | Senior Vice President, Deputy General Counsel & Secretary | 1999–2011 | Top legal role at an international carrier through acquisition by Level 3 . |
| The Dun & Bradstreet Corporation | Senior legal positions | (Earlier in career) | Corporate legal experience in business data/analytics . |
| Automatic Data Processing, Inc. | Senior legal positions | (Earlier in career) | Corporate legal experience in payroll/HCM . |
| Simpson Thacher & Bartlett LLP | Associate | 1989–(early career) | Big law training in corporate/securities . |
External Roles
- None disclosed in the proxy for Mr. Sussis .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | $416,262 | $443,654 | $480,330 |
| Target Bonus % of Salary | — | 50% (unchanged in FY2025) | 50% |
| Target Bonus ($) | — | — | $232,875 |
| Actual Bonus/Non-Equity Incentive ($) | $151,200 (discretionary; FY2023 AICP not achieved) | — | — (AICP unpaid due to threshold miss and restatement context) |
| Stock Awards ($, grant-date fair value) | $83,992 | $224,989 | $232,908 |
| Option Awards ($, grant-date fair value) | $84,002 | — | — |
| Perquisites & Other ($) | $30,723 | $33,667 | $35,299 (incl. $6,854 car allowance; $5,400 401(k) match; $23,045 DCP match) |
Performance Compensation
Annual Incentive (AICP) – FY2025 Design and Outcomes
| Metric | Weighting | Threshold | Target | Max | Actual FY2025 | Payout |
|---|---|---|---|---|---|---|
| Net Sales (budget FX) | 37.5% | $675M (25% payout) | $710M | $750M (150% payout) | $653.4M (decrease 1.7%) | 0% (threshold not met; Committee approved no AICP payments) |
| Adjusted Operating Income | 37.5% | $30M (50% payout) | $35M | $47M (130% payout) | $27.1M | 0% |
| Strategic Objectives (brand/regional/mix/inventory/jewelry) | 25% | Committee-set objectives | Committee-set objectives | Committee-set objectives | Not disclosed by metric | 0% (no AICP due to overall decision) |
- Clawback policy: company must recoup excess incentive comp after restatements; for April 2025 restatement, Committee determined no recoupment was required (no FY2024–FY2025 annual incentives paid; PSUs not yet settled) .
Long-Term Incentives
| Component | Grant Date | Vesting | FY2025 Grant Sizing | Performance Metrics |
|---|---|---|---|---|
| RSUs (time-based) | Apr 1, 2024 | Cliff vest on 3rd anniversary | Sussis: 4,192 RSUs | N/A (time-based) |
| PSUs (performance-based) | Apr 1, 2024 | Cliff vest on 3rd anniversary; shares earned based on FY2026 results | Sussis: threshold 2,096; target 4,192; max 6,288 PSUs | Targets include net sales and operating income percentage (per CD&A) and net cash from operations (per Stock Plan table disclosures) for FY2026 determination |
| Fiscal 2026 LTIP change | Apr 2025 Committee decision | Fiscal 2026 awards in RSUs only due to economic/tariff uncertainty; CEO grant value reduced to $1.95M; intent to return to PSUs when feasible |
Stock Vested in FY2025 (Realized)
| Metric | FY2025 |
|---|---|
| Shares vested (Sussis) | 2,910 |
| Value realized at vesting ($) | $81,276 |
Equity Ownership & Alignment
Beneficial Ownership and Holdings (as of April 25, 2025 or Jan 31, 2025)
| Metric | Value |
|---|---|
| Beneficial ownership – Common shares | 43,565, including options exercisable |
| Options exercisable (strike/expirations) | 3,171 @ $27.74 exp 4/15/2026; 7,980 @ $23.35 exp 4/17/2027; 10,000 @ $16.87 exp 12/01/2030; 7,875 @ $27.62 exp 3/29/2031; 5,672 @ $38.04 exp 3/28/2032 (total 34,698) |
| Unvested RSUs | 10,332 units; market value $197,548 |
| Unearned PSUs (target basis) | 8,124 units; market value $155,331 |
| Ownership % of Capital Stock/Voting Power | Less than 1% (*) |
| Pledging/Hedging | Company prohibits short sales, trading in puts/calls/derivatives, and buying on margin; no specific hedging ban; no pledging disclosure for Sussis |
Scheduled Vesting (assuming service and target PSU performance)
| Vesting Date | Shares |
|---|---|
| Mar 28, 2025 | 2,208 |
| Mar 27, 2026 | 7,864 |
| Apr 1, 2027 | 8,384 |
Employment Terms
- Severance/Employment Agreements: Movado does not have severance agreements with NEOs; no employment contract terms disclosed for Sussis .
- Change-in-Control (CIC) Vesting:
- Pre-FY2024 awards and DCP matching/discretionary credits vest upon CIC; equity grants in FY2024+ vest upon CIC only with “double trigger” (termination without cause within two years) .
- Sussis’s potential vesting value at Jan 31, 2025: DCP early vesting $50,158; FY23 stock awards early vesting $42,217; FY24–FY25 stock awards vesting with CIC+termination $310,662; options early vesting value $0 (all options already vested; value measured vs $19.12/share) .
- Death/Disability/Retirement: Immediate vesting of unvested DCP company contributions and equity awards upon death; disability vesting under Stock Plan requires ≥10 years of service; retirement vesting possible subject to age/service thresholds and Committee approval (may include covenants such as non-compete, non-solicit, non-disparagement, confidentiality) .
- Deferred Compensation Plan (DCP):
- FY2025: Sussis elected deferrals of $23,045; company matching contribution $23,045; earnings $62,474; year-end balance $511,073 .
- Company matching/discretionary contributions vest 20% per year; full vesting at age 65; CIC triggers full vesting of company credits .
- Clawback: Mandatory recovery of excess incentive compensation after financial restatements; no FY2024–FY2025 recovery required due to unpaid annual incentives and unsettled PSUs .
- Insider Trading Policy: Prohibits short sales, derivatives trading, and margin; compliance overseen via corporate policy filings .
Investment Implications
- Compensation alignment: AICP heavily tied to net sales and adjusted operating income (75% weight), plus strategic objectives (25%); FY2025 payout was zero, reinforcing pay-for-performance discipline amid restatement-related prudence .
- Upcoming vesting and selling pressure: Sussis has scheduled vesting of 7,864 shares on Mar 27, 2026 and 8,384 on Apr 1, 2027 (in addition to 2,208 on Mar 28, 2025 already in the FY2025 period), which could create incremental supply if sales occur at vesting .
- Ownership/skin-in-the-game: Beneficial ownership includes 43,565 common shares with 34,698 options already exercisable, but overall stake is below 1%, limiting direct voting influence; no pledging disclosed, reducing alignment red flags .
- Retention risk: No severance agreements; LTIs with three-year cliff vesting and double-trigger CIC vesting enhance retention; DCP vesting schedule and potential retirement vesting subject to covenants further reduce turnover risk .
- Governance/controls: Material weakness and restatement in April 2025 led the Committee to withhold FY2025 AICP and assess clawback needs, a conservative posture that signals oversight rigor but highlights operational execution risk in the near term .
- Shareholder sentiment: Say-on-pay support was strong in 2024 (approx. 97% of votes represented; 99% of votes cast in favor), indicating investor acceptance of pay structure and outcomes .