Stephen Sadove
MOVADO GROUPAbout Stephen Sadove
Independent director of Movado Group, Inc. since 2018; age 73. Former Chair and CEO of Saks Incorporated (2007–2013) with prior senior roles at Saks and Bristol-Myers Squibb (SVP and President, Worldwide Beauty Care, 1991–2001). Currently serves as Chair of Aramark and Lead Independent Director of Park Hotels & Resorts; previously on boards of Colgate-Palmolive, J.C. Penney, and Ruby Tuesday; Chairman Emeritus of Hamilton College’s board of trustees . MOV’s Board has determined he is independent under NYSE standards; non-management directors meet in executive sessions quarterly .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Saks Incorporated | Chair & CEO; previously Vice Chair/COO/CEO | 2007–2013 | Led operations and marketing transformation at a major retailer |
| Bristol-Myers Squibb | SVP; President, Worldwide Beauty Care | 1991–2001 | Global consumer/beauty leadership experience |
External Roles
| Company/Institution | Role | Status | Notes |
|---|---|---|---|
| Aramark (NYSE: ARMK) | Chair of the Board | Current | Consumer services; potential governance time commitment signal |
| Park Hotels & Resorts (NYSE: PK) | Lead Independent Director | Current | Lodging REIT; independent leadership role |
| Colgate-Palmolive (NYSE: CL) | Director | Prior | Former public company directorship |
| J.C. Penney (NYSE: JCP) | Director | Prior | Former public company directorship |
| Ruby Tuesday (NYSE: RT) | Director | Prior | Former public company directorship |
| Hamilton College | Chairman Emeritus, Board of Trustees | Current | Higher education governance |
Board Governance
| Topic | Details |
|---|---|
| Committee Memberships | Audit (member); Compensation & Human Capital (member); Nominating, Governance & Corporate Responsibility (member). Chairs: Bridgman (Audit), Howard (Comp), Kirschner (Nominating) . |
| Independence | Board determined all directors except Efraim and Alex Grinberg are independent; Compensation and Nominating committees fully independent; Audit members independent per SEC/NYSE rules . |
| Attendance | Board held 11 meetings in FY2025; all directors attended >75% of Board and committee meetings . |
| Annual Meeting Attendance | All directors attended the 2024 Annual Meeting . |
| Executive Sessions | Non-management directors meet at least quarterly; lead director chairs sessions . |
Fixed Compensation (Director)
| Component (FY2025) | Amount |
|---|---|
| Cash retainer | $90,000 |
| Committee fees (member): Audit $7,500; Comp $5,000; Nominating $5,000 | $17,500 |
| Fees earned (cash total) | $107,500 |
| Equity grant (grant-date fair value; time-based stock award) | $125,000 |
| Other compensation (watch allowance utilized) | $1,361 |
| Total (cash + equity + other) | $233,861 |
| Stock ownership guideline (non-employee directors) | Expected to own ≥$250,000 of MOV stock |
Compensation structure notes:
- Standard director annual package increased cash retainer by $5,000 in FY2025; committee chair fees unchanged; lead director equity increased by $25,000 .
Performance Compensation (Director)
| Element | Design | Metrics | Shares/Value | Vesting |
|---|---|---|---|---|
| Annual stock award | Time-based stock award (no performance conditions) | None (director grants are not performance-based) | 4,500 shares for each non-employee director (7,200 for lead director); grant-date value ~$125,000 (Sadove) | One-year cliff vest from grant date |
| Options | None granted to directors in FY2025 | — | — | — |
Other Directorships & Interlocks
| Relationship Type | Detail |
|---|---|
| Public company boards held concurrently | Aramark (Chair), Park Hotels & Resorts (Lead Independent Director) . |
| Potential interlocks/conflicts | No MOV-related business transactions disclosed with Sadove; related-party items involve Grinberg family members, not Sadove . |
Expertise & Qualifications
- Operations and leadership expertise across retail and consumer products (Saks, Bristol-Myers) .
- Significant public company board experience; current board leadership roles (Chair; Lead Independent Director) .
- Contributes marketing and consumer insights to MOV’s board deliberations .
Equity Ownership
| Metric | Detail |
|---|---|
| Beneficially owned MOV common shares | 32,584 |
| Ownership as % of shares outstanding | <1% (denoted “*” in proxy table) |
| Unvested director stock award | 4,500 shares (FY2025 grant; unvested at Jan 31, 2025) |
| Options | None disclosed for directors’ FY2025 grants |
| Pledged shares | No pledging disclosed for Sadove in proxy materials |
| Ownership guideline compliance | Guideline: ≥$250,000; with 32,584 shares and reference share price $19.12 (Jan 31, 2025), market value exceeds guideline . |
Compensation Committee Analysis (Sadove as member)
- Committee composition fully independent; seven meetings held in FY2025 .
- Uses outside compensation consultant (Meridian Compensation Partners, LLC) to assess executive and director compensation competitiveness .
- Provided CD&A oversight and report inclusion in proxy (Sadove listed as committee member in the report) .
Insider Trades and Compliance
| Item | Status |
|---|---|
| Section 16(a) compliance (FY2025) | Company reports timely compliance except specified late Form 4s by certain officers; no delinquent report noted for Sadove . |
Governance Assessment
- Positives:
- Independence affirmed; service on all three key committees, enhancing board effectiveness and oversight .
- Strong attendance and engagement; quarterly executive sessions denote robust independent oversight .
- Ownership alignment: substantial personal holdings; exceeds director ownership guideline; ongoing equity grants align with shareholder outcomes .
- Watch items / potential red flags:
- Company announced a material weakness in ICFR and a restatement in April 2025; as Audit and Compensation committee member, Sadove is directly involved in remediation oversight. Clawback policy review determined no recoupment was required due to unpaid incentives; investors may monitor committee actions and control remediation progress .
- Multi-board commitments: concurrently chairs Aramark and serves as Lead Independent Director at Park Hotels; while common at large-cap governance, it increases time demands; no MOV-specific conflicts disclosed .
- Shareholder signals:
- Strong say-on-pay support historically (approx. 97% of votes represented; 99% of votes cast in favor at 2024 meeting), indicating broader investor confidence in compensation governance .
No related-party transactions or hedging/pledging by Sadove are disclosed in the proxy. Director compensation remains primarily fixed cash plus time-based equity; no performance conditions on director grants, consistent with standard governance practices .