Simon Furie
About Simon Furie
Independent Class III director at Vince Holding Corp. since July 2024; age 60 as of June 5, 2025. Furie has over 30 years of investment banking experience, notably as Managing Director and Head of Southern California Investment Banking at J.P. Morgan (2020–2023), founding and leading Lazard’s Los Angeles office (2003–2019), and prior senior roles at Dresdner Kleinwort Wasserstein/Wasserstein Perella (1995–2002). Education: A.B. with honors from Princeton University; J.D. from UCLA School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.P. Morgan | Managing Director; Head of Southern California Investment Banking coverage | Mar 2020 – Apr 2023 | Strategic advisory to boards/executives |
| Lazard (Los Angeles) | Founder; Managing Director; Head of Office | Feb 2003 – Dec 2019 | Built and led LA franchise; strategic/M&A advisory |
| Dresdner Kleinwort Wasserstein / Wasserstein Perella & Co | Managing Director | Apr 1995 – Dec 2002 | Investment banking leadership |
External Roles
No current public company directorships disclosed for Furie in Vince’s proxy .
Board Governance
- Committee memberships: Audit Committee member; Audit Committee currently consists of Michael Mardy (Chair), Simon Furie, Jerome Griffith, and Eugenia Ulasewicz .
- Independence: Board determined Furie is “independent” under SEC Rule 10A-3 and NYSE listing standards .
- Attendance: In fiscal 2024, each director attended at least 75% of Board and relevant committee meetings; Board held 4 regular and 13 special meetings; Audit 4, Compensation 3, Nominating 3 .
- Board leadership: Independent Chairman (Michael Mardy); Mardy also Chairs Audit and is designated “audit committee financial expert” .
Fixed Compensation
| Component | Policy/Amount | FY 2024 Earned (Furie) | Notes |
|---|---|---|---|
| Annual Board Cash Retainer | $50,000 | $17,603 | Prorated from July 2024 appointment |
| Committee Chair Fees | Audit Chair $15,000; Compensation Chair $10,000; Nominating Chair $5,000 | — | Furie is not a committee chair |
| Chairman Retainer | $20,000 (Board Chair) | — | Paid to Chairman, not Furie |
| Meeting Fees | Not disclosed | — | No per-meeting fees disclosed |
| Reimbursements | Reasonable out-of-pocket expenses | $7,302 | Travel/meeting expenses |
Compensation mix (FY 2024): Cash $17,603 vs. equity grant fair value $75,000 (equity-heavy) .
Performance Compensation
| Equity Type | Grant Date | Shares/Units | Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (Annual Director Grant) | Jul 25, 2024 | 43,352 | $75,000 | Vests over 3 years; settled in common shares | None disclosed; time-based RSUs (no TSR/EBITDA linkage for directors) |
Clawback policy: Company adopted an NYSE Rule 10D-1 compliant Compensation Recovery (Clawback) Policy in Oct 2023; applies to incentive-based compensation for covered executives upon accounting restatement (not specific to non-employee director RSUs) .
Other Directorships & Interlocks
| Entity | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| — | — | — | No interlocks or related-party ties disclosed for Furie . |
Expertise & Qualifications
- Finance/M&A: 30+ years advising boards/executives on strategic and financial matters .
- Legal training: J.D., UCLA School of Law (enhances governance and compliance acumen) .
- Education: Princeton A.B. with honors .
- Audit oversight: Serves on Audit Committee; the committee is fully independent per SEC/NYSE rules .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | RSUs Held (Unvested) | Pledging/Hedging |
|---|---|---|---|---|
| Simon Furie | — | — | 43,352 as of FY 2024 year-end | Company prohibits pledging and hedging by directors |
| Note | As of Apr 21, 2025 record date, Furie is listed with no beneficially owned common shares; RSUs not vesting within 60 days are typically excluded from beneficial ownership under SEC rules . |
Say‑on‑Pay & Shareholder Feedback
| Proposal (2024 Annual Meeting) | For | Against | Abstain | Broker Non‑Vote |
|---|---|---|---|---|
| Advisory vote on NEO compensation | 8,936,397 | 45,145 | 100 | 1,301,934 |
High support for executive compensation at the 2024 meeting (context for board’s compensation oversight) .
Governance Assessment
-
Strengths:
- Independent status and placement on fully independent Audit Committee; committee chaired by an “audit committee financial expert” (Mardy) .
- Strong finance/M&A background enhances oversight of capital structure and strategic transactions .
- Equity‑heavy director pay aligns incentives (FY 2024: $75,000 RSUs vs. $17,603 cash) .
- Attendance threshold met; Board and committees were active during FY 2024 .
-
Watch‑items/Red Flags:
- Controlled company exemptions: Vince relies on NYSE “controlled company” status (P180 majority control), reducing independence requirements outside Audit; potential governance risk until phased compliance if control changes .
- Limited disclosed share ownership: No common shares beneficially owned as of record date; alignment relies on unvested RSUs (long‑dated vesting) .
- Related‑party ecosystem (Sun Capital legacy, P180 reimbursements, ABG Vince licensing, historical third‑lien arrangements) increases complexity, though no ties are disclosed specific to Furie .
-
Policies mitigating risk:
- Anti‑hedging and anti‑pledging policies for directors .
- Formal related‑party transaction policy overseen by Nominating & Corporate Governance Committee .
- Clawback policy compliant with NYSE Rule 10D‑1 (executives) .
Insider Trades
- Section 16 compliance: Proxy notes late filings for certain insiders in FY 2024 but does not list Furie among late filers; no Form 4 transactions for Furie are disclosed in the proxy .
- Beneficial ownership position detailed above; RSU holdings are unvested and subject to time‑based vesting .
Overall signal: Furie brings deep transaction and capital markets expertise to the Audit Committee with independent status and high director equity exposure; governance complexity from controlled status and legacy related‑party arrangements warrants ongoing monitoring (no specific conflicts disclosed for Furie).