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Peter A. Bridgman

Director and Audit Committee Chair at MOVADO GROUPMOVADO GROUP
Board

About Peter A. Bridgman

Independent director of Movado Group, Inc. since 2014 and current Audit Committee Chair; age 73. Former Senior Vice President & General Auditor at PepsiCo; earlier SVP & Controller at PepsiCo (2000–2011), SVP & Controller at Pepsi Bottling Group (1992–2000), roles at Pepsi International (1985–1992), and 12 years at KPMG with global audit responsibilities. He holds a B.S. in Economics and Accounting from Bristol University (UK), is a U.S. Certified Public Accountant and a Chartered Accountant in England, bringing deep financial reporting, internal control, and public accounting expertise to MOV’s board .

Past Roles

OrganizationRoleTenureCommittees/Impact
PepsiCo, Inc.Senior Vice President & General AuditorPre-2014 (before MOV election)Led internal audit; governance and regulatory compliance
PepsiCo, Inc.SVP & Controller2000–2011Led financial reporting and control functions globally
Pepsi Bottling GroupSVP & Controller1992–2000Financial controls for large bottler operations
Pepsi InternationalVarious roles1985–1992Increasing responsibility across international finance
KPMGAudit roles~12 years (pre-1985)Global client audit responsibilities; public accounting rigor

External Roles

OrganizationRoleTenure/StatusNotes
Alltel CorporationDirectorPrior; acquired by Verizon (2009)Board experience at a $10B wireless provider
Pepsi Bottling VenturesDirectorPrior; private companyBoard role at ~$800M private beverage manufacturer

Board Governance

  • Current committees: Audit (Chair); Nominating, Governance and Corporate Responsibility (Member) .
  • Independence: Board affirms all directors except Efraim Grinberg (CEO/Chair) and Alex Grinberg are independent under NYSE standards; Bridgman is independent .
  • Audit committee expertise: Each Audit member is designated an “audit committee financial expert” (including Bridgman as chair); Audit Committee met 5 times in FY2025 .
  • Board workload/attendance: Board held 11 meetings in FY2025; all directors attended >75% of Board and committee meetings; all directors attended the 2024 annual meeting .
  • Executive sessions: Non-management directors meet in executive session at least quarterly; lead independent director (Alan Howard) presides .
CommitteeMembersChair
AuditPeter A. Bridgman; Alan H. Howard; Richard Isserman; Stephen SadovePeter A. Bridgman
Compensation & Human CapitalAlan H. Howard; Ann Kirschner; Stephen SadoveAlan H. Howard
Nominating, Governance & Corporate ResponsibilityAnn Kirschner; Peter A. Bridgman; Stephen Sadove; Maya PetersonAnn Kirschner

Fixed Compensation (Director)

ItemFY2025 AmountNotes
Cash retainer$90,000Annual non-employee director base cash retainer; +$5K YoY increase
Audit Committee Chair retainer$25,000Chair premium
Committee member feesIncluded above totalsNominating member retainer is $5,000; Bridgman’s FY2025 cash total was $120,000
Equity grant (time-based)$125,000Single annual stock award; one-year cliff vest
Watch allowanceUp to $6,000Company watches at cost; Bridgman reported $0 under “All Other Compensation”
Total FY2025 compensation$245,000Fees $120,000 + stock $125,000
Ownership guideline$250,000Expected minimum stock ownership for directors

Performance Compensation (Director)

Directors receive time-based stock awards (no performance metrics) that align with shareholder outcomes; FY2025 grants cliff-vest in one year .

Grant YearInstrumentSharesFair ValueVesting
FY2025Stock award (time-vesting)4,500$125,000Cliff vest after 1 year

MOV does not pay meeting fees; director pay is a mix of fixed cash plus time-based equity; lead director has an incremental equity component ($75,000), not applicable to Bridgman .

Other Directorships & Interlocks

  • Prior public company boards: Alltel Corporation (acquired by Verizon in 2009) .
  • Private/other boards: Pepsi Bottling Ventures .
  • Compensation committee interlocks: None; Comp Committee comprised entirely of independent directors; no insider participation and no reciprocal interlocks disclosed .

Expertise & Qualifications

  • Audit committee financial expert designation; deep accounting and internal control experience .
  • U.S. CPA and U.K. Chartered Accountant; B.S. in Economics and Accounting (Bristol University) .
  • Significant large-cap finance leadership (PepsiCo and affiliates) and public accounting background .

Equity Ownership

SecurityBeneficially Owned% of ClassNotes
Class A Common StockNone reported
Common Stock47,733<1%As of April 25, 2025 record date
Total voting power<1%Asterisks denote <1%
Unvested director award holdingsOne FY2025 award outstanding at 1/31/25Each non-employee director held one unvested FY2025 stock award at 1/31/25

Company policy prohibits short sales and trading in puts/calls/other derivatives; company has not adopted specific prohibitions on hedging transactions beyond these restrictions; no pledging disclosures specific to directors were provided .

Insider Trades (Form 4) – Recent

DateFiling/TypeDetailSource
Apr 21, 2025Stock Award (Grant)Director stock award (non-open market)https://finance.yahoo.com/quote/MOV/insider-roster/
Apr 3, 2024Form 4Movado Group, Inc. insider filing for Peter A. Bridgmanhttps://www.secfilingdata.com/sec-individual-list/?cik=0001183821&view=corporate-history

Beneficial ownership in MOV common stock: 47,733 shares as of the proxy record date .

Governance Assessment

Strengths

  • Independent, financially sophisticated Audit Chair with CPA/CA credentials and prior Fortune 100 controllership/internal audit leadership; designated “audit committee financial expert” .
  • Strong engagement: Board met 11 times; all directors >75% attendance; quarterly executive sessions chaired by lead independent director .
  • Director pay mix balanced between cash and equity; ownership guideline of $250,000 promotes alignment .
  • Clawback policy in place; Committee evaluated restatement in April 2025 and determined no recoupment was required as no FY2024–FY2025 AICP payouts were made and PSU outcomes are pending on restated results .
  • Shareholder support for pay: ~97% of votes represented and 99% of votes cast supported say‑on‑pay in 2024; ongoing shareholder engagement noted .

Watch items / potential red flags

  • Internal control restatement in April 2025 drove higher audit fees; as Audit Chair, Bridgman’s oversight is central to remediation—investors should monitor progress and future Audit Committee reporting .
  • Concentrated control by the Grinberg family (e.g., Efraim Grinberg beneficially controls significant voting power) can dilute minority shareholder influence; underscores the importance of robust independent oversight by Bridgman and other independent directors .
  • Hedging policy does not explicitly prohibit all hedging beyond derivatives; company bans short sales and derivative trading but notes no specific anti‑hedging practices—monitor for any future enhancements to director/officer hedging/pledging policies .

Related-Party Exposure

  • No Bridgman-related transactions disclosed. FY2025 related-party disclosures involve Grinberg family members (employment and equity awards) and are reviewed by disinterested directors under the code of ethics .
  • No delinquent Section 16(a) reporting noted for Bridgman; late filings disclosed for others (select officers) in FY2025 .

Compensation Structure Notes (context for governance)

  • Non-employee director pay FY2025: base cash $90,000 (+$5,000 YoY), equity ~$125,000, committee chair/member retainers (Audit Chair $25,000; Nominating member $5,000), watch allowance up to $6,000; equity grants made annually after prior-year results .
  • No meeting fees; equity awards for directors are time-vested and cliff after one year (no performance metrics) .

Appendix: Board Risk Oversight (context)

  • Board and committees receive regular operating/financial reports; specific risk areas reviewed (cybersecurity, data privacy, internal controls, supply chain, inventory, etc.); Audit Committee specifically oversees financial reporting integrity and risk assessment policies .

Citations Director biography and credentials; Board/committee structure, meetings, attendance; Audit Committee expertise and meetings; Independence determination, executive sessions, insider trading policy; Director attendance at 2024 annual meeting; Shareholder engagement and say-on-pay results; Director compensation program and FY2025 director compensation table; Beneficial ownership table; Additional beneficial ownership detail illustrating voting concentration; Clawback policy and restatement handling; Audit Committee report and audit fees (increase due to restatement). External Form 4/insider activity references: Yahoo Insider Roster (Apr 21, 2025 stock award) ; SEC Filing Data index (Apr 3, 2024 Form 4) .