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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

Filed by the Registrant                              Filed by a Party other than the Registrant  

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to § 240.14a-12

G-III APPAREL GROUP, LTD.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Graphic

2023

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT

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Graphic

G-III APPAREL GROUP, LTD.

512 SEVENTH AVENUE

NEW YORK, NEW YORK 10018

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of G-III Apparel Group, Ltd. will be held on Thursday, June 8, 2023 at 10:00 a.m., New York time, at the offices of Norton Rose Fulbright US LLP, 1301 Avenue of the Americas, 30th Floor, New York, New York 10019.

Only stockholders of record at the close of business on April 17, 2023, the record date for the Annual Meeting, are entitled to notice of and to vote at the Annual Meeting and any adjournments thereof. Stockholders who own shares of our common stock beneficially through a bank, broker or other nominee will also be entitled to attend the Annual Meeting.

The formal Notice of Meeting and the accompanying Proxy Statement set forth proposals for your consideration this year. You are being asked:

1

To elect fourteen directors to serve on our Board of Directors for the ensuing year,

2

For an advisory and non-binding vote on the compensation of our named executive officers,

3

For an advisory and non-binding vote on the frequency of future advisory votes on the compensation of our named executive officers, and

4

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2024.

At the meeting, we will also report on the affairs of G-III, and a discussion period will be provided for questions and comments of general interest to stockholders.

We look forward to greeting personally those of you who are able to be present at the meeting. However, whether or not you are able to attend the Annual Meeting, it is important that your shares be represented. Accordingly, you are requested to sign, date and mail, at your earliest convenience, the enclosed proxy in the envelope provided for your use, or vote your shares by calling the telephone number or visiting the website specified on your proxy card or voting instruction form.

Thank you for your cooperation.

Very truly yours,

Graphic

Morris Goldfarb

Chief Executive Officer

May 5, 2023

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G-III APPAREL GROUP, LTD.

512 SEVENTH AVENUE

NEW YORK, NEW YORK 10018

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of G-III Apparel Group, Ltd. will be held on:

Graphic

Thursday,
June 8, 2023

Graphic

10:00 a.m., New York time

Graphic

The offices of Norton Rose Fulbright US LLP

1301 Avenue of the Americas 30th Floor

New York, New York 10019

For the following purposes:

1

To elect fourteen directors to serve on our Board of Directors for the ensuing year,

2

To hold an advisory and non-binding vote on the compensation of our named executive officers,

3

To hold an advisory and non-binding vote on the frequency of future advisory votes on the compensation of our named executive officers,

4

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2024, and

5

To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

Graphic  Only stockholders of record at the close of business on April 17, 2023 will be entitled to notice of and to vote at the Annual Meeting or any adjournment thereof.

All stockholders are cordially invited to attend the Annual Meeting in person. Whether or not you plan to attend the Annual Meeting in person, each stockholder is urged to complete, date and sign the enclosed form of proxy and return it promptly in the envelope provided, or vote your shares by calling the telephone number or visiting the website specified on your proxy card or voting instruction form. No postage is required if the proxy is mailed in the United States. If you vote by telephone or internet, you do not need to mail back your proxy. Stockholders who attend the Annual Meeting may revoke their proxies and vote their shares in person.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on June 8, 2023

The Proxy Statement and our 2022 Annual Report to Stockholders are available in the “Investors” section of our website at http://www.giii.com.

By Order of the Board of Directors

Graphic

Michael C. Brady

Secretary

New York, NY

May 5, 2023

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TABLE OF CONTENTS

1

PROXY STATEMENT

   

25

CORPORATE SOCIAL RESPONSIBILITY

1

General Information

27

COMPENSATION DISCUSSION AND ANALYSIS

4

PROXY SUMMARY

27

CD&A Table of Contents

4

Annual Meeting of Stockholders

28

Executive Summary

4

Business Information—About G-III

33

Elements of Our Compensation Program—What We Pay and Why

5

Our Business Performance in Fiscal 2023

37

Other Compensation and Governance Programs, Policies and Considerations

7

Our Director Nominees

38

How We Make Compensation Decisions

9

Governance Highlights

39

COMPENSATION COMMITTEE REPORT

9

Stockholder Outreach

40

EXECUTIVE COMPENSATION TABLES

10

Corporate Social Responsibility

49

CEO PAY RATIO

11

Human Capital

50

PAY VS. PERFORMANCE

12

Executive Compensation Highlights

53

DIRECTOR COMPENSATION

13

Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers

55

PROPOSAL NO. 1 ELECTION OF DIRECTORS

14

BENEFICIAL OWNERSHIP OF COMMON STOCK BY CERTAIN STOCKHOLDERS AND MANAGEMENT

62

PROPOSAL NO. 2 ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

17

CORPORATE GOVERNANCE

63

PROPOSAL NO. 3 APPROVAL OF AN AMENDMENT TO OUR 2015 LONG-TERM INCENTIVE PLAN

17

Board of Directors

64

AUDIT COMMITTEE REPORT

17

Audit Committee

65

PRINCIPAL ACCOUNTING FEES AND SERVICES

18

Compensation Committee

66

PROPOSAL NO. 4 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

19

Nominating and Corporate Governance Committee

67

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

21

Stockholder Communications

68

STOCKHOLDER PROPOSALS

22

Risk Oversight

69

OTHER BUSINESS

22

Leadership Structure of the Board

23

Additional Corporate Governance Policies

How to Vote in Advance

Your vote is important. Please vote as soon as possible by one of the methods shown below. Be sure to have your proxy card or voting instruction form in hand and follow the below instructions:

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By telephone – You can vote your shares by calling the number on your proxy card or voting instruction form

Graphic

By Internet – You can vote your shares online at the website shown on your proxy card or voting instruction form

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By mail – Complete, sign, date and return your proxy card or voting instruction form in the postage-paid envelope provided

2023 PROXY STATEMENT / i

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G-III APPAREL GROUP, LTD.

512 SEVENTH AVENUE

NEW YORK, NEW YORK 10018

PROXY STATEMENT

General Information

This Proxy Statement (first mailed to stockholders on or about May 5, 2023) is furnished to the holders of common stock, par value $0.01 per share (“Common Stock”), of G-III Apparel Group, Ltd. (“G-III”) in connection with the solicitation by our Board of Directors of proxies for use at the Annual Meeting of Stockholders (the “Annual Meeting”), or at any adjournment thereof, pursuant to the accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting will be held on:

Graphic

Thursday,
June 8, 2023

Graphic

10:00 a.m., New York time

Graphic

The offices of Norton Rose Fulbright US LLP

1301 Avenue of the Americas 30th Floor

New York, New York 10019

It is proposed that, at the Annual Meeting, we:

1

Elect fourteen directors to serve on our Board of Directors for the ensuing year,

2

Hold an advisory and non-binding vote on the compensation of our named executive officers (“Named Executive Officers” or “NEOs”),

3

Hold an advisory and non-binding vote on the frequency of future advisory votes on the compensation of our Named Executive Officers, and

4

Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2024.

Management currently is not aware of any other matters that will come before the Annual Meeting. If any other matters properly come before the Annual Meeting, the persons designated as proxies intend to vote in accordance with their best judgment on such matters. Proxies for use at the Annual Meeting are being solicited by our Board of Directors. Proxies will be solicited chiefly by mail; however, certain of our officers, directors, employees and agents, none of whom (except our proxy solicitor D.F. King) will receive additional compensation therefor, may solicit proxies by telephone or other personal contact. In addition to solicitations by mail, we have retained D.F. King to aid in the solicitation of proxies for the Annual Meeting at an estimated fee of $11,500. We will bear the cost of the solicitation of the proxies, including postage, printing and handling, and will reimburse the reasonable expenses of brokerage firms and others for forwarding material to beneficial owners of shares of Common Stock.

REVOCABILITY AND VOTING OF PROXY

A form of proxy for use at the Annual Meeting and a return envelope for the proxy are enclosed, or you may vote your shares by calling the telephone number or visiting the website specified on your proxy card or voting instruction form. If you vote by telephone or internet, you do not need to mail back your proxy. Stockholders may revoke the authority granted by their execution of a proxy at any time prior to the effective exercise of the powers conferred by that proxy, by filing with the Secretary of G-III a written notice of revocation or a duly executed proxy bearing a later date, or by voting in person at the

2023 PROXY STATEMENT / 1

Table of Contents

Proxy Statement

Annual Meeting. Beneficial owners of our Common Stock should contact their bank, brokerage firm or other custodian, nominee, or fiduciary if they wish to revoke their proxy.

Shares of Common Stock represented by executed and unrevoked proxies will be voted in accordance with the instructions specified in such proxies. If no instructions are given, the proxies intend to vote the shares represented thereby:

(i)“FOR” the election of each of the fourteen nominees for director as shown on the form of proxy,
(ii)“FOR” approval of the compensation of our Named Executive Officers,
(iii)“ONE YEAR”, with respect to the advisory vote on the frequency of future advisory votes on compensation of our Named Executive Officers,
(iv)“FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2024, and
(v)in accordance with their best judgment on any other matters which may properly come before the meeting.

RECORD DATE AND VOTING RIGHTS

On April 17, 2023, there were 45,591,328 shares of Common Stock outstanding (excluding shares held in treasury). Each of these shares is entitled to one vote upon each of the matters to be presented at the Annual Meeting. Only stockholders of record at the close of business on April 17, 2023 are entitled to notice of and to vote at the Annual Meeting or any adjournment thereof.

The quorum requirement for holding the Annual Meeting and transacting business is a majority of the outstanding shares entitled to be voted at the Annual Meeting. The shares may be present in person or represented by proxy at the Annual Meeting. Abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum.

A “broker non-vote” occurs when shares held by a broker, bank, or other nominee in “street name” for a beneficial owner are not voted with respect to a particular proposal because the broker, bank, or other nominee (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary voting power to vote those shares with respect to that particular proposal. Under current Nasdaq rules, brokers have discretionary voting power with respect to the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2024, but will not be authorized to vote with respect to the (a) election of our fourteen nominees for director, (b) advisory and non-binding vote on the compensation of our Named Executive Officers or (c) advisory and non-binding vote on the frequency of future advisory votes on compensation of our Named Executive Officers, unless you provide voting instructions to your broker.

The affirmative vote of the holders of a plurality of the shares of Common Stock present in person or represented by proxy and entitled to vote at the Annual Meeting is required for the election of directors. The fourteen nominees receiving the highest number of affirmative votes of the shares present in person or represented by proxy and entitled to vote for them shall be elected as directors; provided, however, that pursuant to our Director Selection and Qualification Standards and Resignation Policy, any nominee for director in this uncontested election who receives a greater number of votes “withheld” from his or her election than votes “for” his or her election must tender a written resignation to the Board. The Nominating and Corporate Governance Committee and the Board of Directors will consider the resignation and determine whether or not to accept the resignation.

Graphic See “Corporate Governance—Additional Corporate Governance Policies—Director Selection and Qualification Standards and Resignation Policy” for a more complete description of the application of this Policy.

The affirmative vote of the holders of a majority of the shares of Common Stock present in person or represented by proxy and entitled to vote at the Annual Meeting is required to decide the other matters to be voted on at the Annual Meeting.

2 \ Graphic

Table of Contents

Proxy Statement

You may vote “FOR” or “VOTE WITHHELD” with respect to each or all of the director nominees. If you elect not to vote on the election of directors, this will not have any effect on the election of directors. In tabulating the voting results for the election of directors, only “FOR” and “VOTE WITHHELD” votes are counted.

You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to the (a) proposal to approve, on an advisory basis, the compensation of our Named Executive Officers and (b) proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm. If you elect to abstain from voting on any of these proposals, the abstention will have the same effect as an “AGAINST” vote with respect to such proposal.

The proxy card provides the stockholders with the opportunity to choose among four alternatives with respect to the advisory vote on the frequency of future advisory votes on compensation of our Named Executive Officers (holding the vote every one, two or three years, or abstaining) and, therefore, stockholders will not be simply voting to approve or disapprove the Board’s recommendation. Accordingly, you may vote “ONE YEAR,” “TWO YEARS,” “THREE YEARS” or “ABSTAIN” with respect to the advisory vote on the frequency of future advisory votes on compensation of our Named Executive Officers. The alternative that receives the greatest number of votes will be the frequency that stockholders choose. Abstentions will not be taken into account in determining the outcome of this vote.

If you sign and return your accompanying proxy card without giving specific voting instructions, your shares will be voted as recommended by our Board and in accordance with the discretion of the persons named on the accompanying proxy card with respect to any other matters to be voted upon at the Annual Meeting. If you are a beneficial holder and do not return a voting instruction form, your broker may not vote on any of the matters to be presented at the Annual Meeting.

2023 PROXY STATEMENT / 3

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PROXY SUMMARY

This summary highlights information on the proposals that require your vote at the Annual Meeting, as well as information on our business, our Board of Directors and our corporate governance structure. This summary does not contain all of the information that you should consider before voting and we ask that you read the entire Proxy Statement carefully. As used in the Proxy Statement, “G-III,” “our company” and “we” refer to G-III Apparel Group, Ltd. and its subsidiaries.

Annual Meeting of Stockholders

Proposals That Require Your Vote

Graphic

Date and Time

June 8, 2023,
10:00 a.m. New York time

Proposal

Board Vote
Recommendation

More Information

1

Annual election of 14 directors

GraphicFOR each
Nominee

Page 58

Graphic

Place

The offices of Norton Rose Fulbright US LLP

1301 Avenue of the Americas 30th Floor

New York, New York 10019

2

Advisory vote on the compensation of our Named Executive Officers

GraphicFOR

Page 65

3

Advisory vote on the frequency of future advisory votes on compensation of our Named Executive Officers

GraphicONE YEAR

Page 66

4

Ratification of appointment of independent registered public accounting firm

GraphicFOR

Page 69

Graphic

Availability of Proxy Materials

The Proxy Statement and our 2022 Annual Report to Stockholders are available in the “Investors” section of our website at http://www.giii.com.

Business InformationAbout G-III

G-III designs, sources and markets an extensive range of apparel, including outerwear, dresses, sportswear, swimwear, women’s suits and women’s performance wear, as well as women’s handbags, footwear, small leather goods, cold weather accessories and luggage.

Under the leadership of Morris Goldfarb and a seasoned executive team with a long track record of success, we have evolved from a small leather apparel manufacturer to the diversified apparel company we are today. G-III has a substantial portfolio of more than 30 licensed and proprietary brands, anchored by our global power brands: DKNY, Donna Karan, Karl Lagerfeld, Calvin Klein and Tommy Hilfiger.

We are brand owners and licensees, and we distribute our products through multiple channels.

4 \ Graphic

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Proxy Summary

Our Business Performance in Fiscal 2023

Net Sales

$3.2B

Increased from $2.8B last year; compares to $3.2B three years ago pre-pandemic

Adjusted EBITDA*

$266M

Despite strong top-line performance, we faced supply chain challenges that impacted our profitability

Non-GAAP Net Income*

$139M

Compares to $208M last year

Non-GAAP Diluted Net Income Per Share*

$2.85

Compares to $4.20 last year

*Please see Appendix A for a reconciliation of Adjusted EBITDA, Non-GAAP Net Income and Non-GAAP Diluted Net Income Per Share to GAAP amounts.

Under the leadership of Morris Goldfarb, our Chairman and Chief Executive Officer, Sammy Aaron, our Vice Chairman and President, and our dedicated team of executive officers, G-III has successfully operated in fashion markets that are intensely competitive. Our ability to continuously evaluate and respond to changing consumer demands and tastes, across multiple market segments, distribution channels and geographic areas, is critical to our success.

Our Board believes that the relative performance of our Common Stock, as measured by total stockholder return, is an important performance indicator. Despite strong operating performance, our stock price performance over the past three to five years has underperformed the S&P Textiles, Apparel & Luxury Goods Industry Index and the S&P 500 Index. We believe that our shareholders attribute this underperformance to the uncertainty related to the renewal of important licenses, challenges faced by our department store customers and our own retail stores, and the uncertainties of operating a business where we import a significant amount of our product from China. We are confident that the initiatives we are undertaking, described below, will build shareholder value.

In May 2022, we acquired the remaining 81% interest in the iconic Karl Lagerfeld brand. The addition of the Karl Lagerfeld brand to our portfolio of owned brands advances several of our strategic initiatives, including increasing the direct ownership of brands, capitalizing on their licensing opportunities and further diversifying our global presence. This acquisition represents a significant opportunity to expand our international growth by further developing our European-based brands, which also include Vilebrequin and Sonia Rykiel. We believe that Karl Lagerfeld’s existing digital channel presence could enable us to enhance our omni-channel business and further accelerate our digital initiatives.

In November 2022, we announced the extension of the licenses for Calvin Klein and Tommy Hilfiger products. The amendments to the license agreements for these products provide for staggered extensions by category that expire beginning December 31, 2024 and continuing through December 31, 2027. PVH Corp., the owner of these two brands, has indicated that it intends to produce these products itself once the license agreements expire.

We have been actively pursuing a number of near-term growth initiatives across our current owned and licensed brands, as well as with respect to private label brands, including category, geographic and digital expansion. We are also directing resources toward new growth areas, including further leaning into building our own brands, broadening our European business, developing new licensing opportunities and continuing to acquire new businesses. Our team remains steadfast in its focus on executing our strategy for long-term value creation. We believe that our management team, led by Morris Goldfarb, our Chairman and CEO, and Sammy Aaron, our Vice Chairman and President, is best positioned to navigate these challenges and create the opportunity for significant shareholder value creation.

Near-term growth initiatives include:

Taking advantage of the strength of our owned Karl Lagerfeld and DKNY brands, as well as our European-based Vilebrequin and Sonia Rykiel brands, to continue to grow internationally;

Repositioning and expansion of the Donna Karan brand for Spring 2024;

2023 PROXY STATEMENT / 5

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Proxy Summary

Signing a new long-term, multi-category license for women’s apparel for the Nautica brand in North America with initial product offerings targeted for January 2024.

In addition to developing and expanding our DKNY and Donna Karan brands, focusing on our global power brands and expanding our international business, other strategic growth initiatives include:

Owning brands - We own a portfolio of proprietary brands including DKNY, Donna Karan, Karl Lagerfeld, Vilebrequin, Eliza J, Jessica Howard, G.H. Bass, Andrew Marc and Sonia Rykiel. Owning brands provides a number of advantages including higher operating margins, the ability to generate licensing revenues and building equity in these brands to benefit the long-term interests of our stockholders; and
Increasing digital channel opportunities - We are continuing to make changes to our business to address the additional challenges and opportunities created by the evolving role of the digital marketplace in the retail sector and expect to increase the sale of our products in an omni-channel environment. Our global power brands serve as the anchor of our business and position us to be the direct beneficiaries of this trend, whether by continuing to leverage our partnerships with the digital channel businesses operated by our licensors and major retailers to facilitate customer engagement or by building out our own digital capabilities.
Increasing our private label business - Through our overseas office and strong relationships with retailers, and brands, we have built a solid private label business which increased by 50% in fiscal 2023. Our private label customers include department store, specialty, off-price and club retailers and we recently expanded into mass retail.

We maintain a strong financial position with approximately $750 million of liquidity in cash and availability at fiscal year-end. We also repurchased $27 million of stock last year and authorized an increase to 10 million shares under our share repurchase program.

6 \ Graphic

Table of Contents

Proxy Summary

Our Director Nominees

Graphic

The Board of Directors recommends that stockholders vote FOR Proposal No. 1 to elect fourteen directors to serve on our Board of Directors for the ensuing year. Lisa Warner Wardell, a current director, has decided not to stand for reelection at the Annual Meeting. Dr. Joyce F. Brown, Michael Shaffer and Andrew Yaeger are new director nominees at this year’s Annual Meeting. Assuming election as a director at the Annual Meeting, it is expected that Mr. Shaffer will be appointed to the Audit Committee. After the Annual Meeting, it is expected that Victor Herrero will be appointed to the Audit Committee, Thomas J. Brosig will be appointed to the Compensation Committee and Mr. Brosig will no longer serve on the Audit Committee.

Our director nominees are listed below.

Name and

Primary Occupation

Age

Director
since

Independent

Committee and Board Roles

Audit

Compensation

Nominating &
Corporate
Governance

Morris Goldfarb Graphic

Chairman & CEO, G-III

72

1974

Sammy Aaron

Vice Chairman and President, G-III

63

2005

Thomas J. Brosig

Former President, Nikki Beach Worldwide and former President and CEO, Penrod’s Restaurant Group

73

1992

Graphic

Graphic

Dr. Joyce F. Brown

President, Fashion Institute of Technology

76

New Nominee

Graphic

Alan Feller

Retired CFO, G-III

81

1996

Graphic

GraphicGraphic

Jeffrey Goldfarb

Executive Vice President, G-III

46

2009

Victor Herrero

Chief Executive Officer and Chairman, Clarks

54

2019

Graphic

Robert L. Johnson

Founder and Chairman of The RLJ Companies, LLC and former Founder and Chairman of Black Entertainment Television (BET)

76

2020

Graphic

Patti H. Ongman

Independent Retail Consultant and Former Chief Merchandising Officer - Macy’s

67

2022

Graphic

Laura Pomerantz

Vice Chairman and Head of Strategic Accounts, Cushman & Wakefield

75

2005

Graphic

Michael Shaffer

Retired Executive Vice President, Chief Operating and Financial Officer, PVH Corp.

60

New Nominee

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Cheryl Vitali

Global President, L’Oréal’s American Luxury Brands

62

2011

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Proxy Summary

Richard White Graphic

CEO, Aeolus Capital Group LLC

69

2003

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Andrew Yaeger

Global Head of Strategic Equity Transactions Group, Jefferies Financial Group Inc.

45

New Nominee

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Meetings in Fiscal 2023

8

5

3


Graphic Committee Chair

Member

Graphic Financial Expert

Graphic Chairman of the Board

Graphic Lead Independent Director

Board of Directors Nominees Snapshot

The information in this section reflects the composition of the Board of Directors after the Annual Meeting. We have made substantial progress with respect to Board independence (from 67% to 79%), tenure (from 17 to 14.1 years) and diversity (3 women to 4 women and 8% to 29% ethnically diverse) over the past 4 years.

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Skills and Experience

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Retail

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Marketing

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Other Boards

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Technology

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Governance Highlights

G-III has established strong policies that follow best practices for corporate governance:

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Annual election of directors

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Robust stock ownership guidelines for executive officers and directors

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Experienced Lead Independent Director

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Anti-pledging and anti-hedging policies

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Regular executive sessions of independent directors

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Clawback policy for executive compensation in the event of financial restatements

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Board committees composed entirely of independent directors

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Established standards for director selection, independence and qualifications

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Extensive stockholder outreach led by our Lead Independent Director, with our CFO, Senior Vice President, Investor Relations and the Compensation Committee’s compensation consultant also participating, to obtain direct stockholder feedback

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Director resignation policy if a nominee to the Board of Directors fails to receive majority support

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Enhanced disclosure of environmental, social and governance initiatives

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Annual Say on Pay vote

Stockholder Outreach

G-III and its Board of Directors greatly value the opinions of its stockholders and have spent considerable time soliciting their views on a variety of topics, including executive compensation, our progress on board diversity and refreshment and our Corporate Social Responsibility initiatives. A summary of our recent outreach efforts is provided below:

Calendar Year

Percentage of Stockholders Invited to Engage

Percentage of Stockholders Choosing to Participate in Engagement

2023

88%

59%

2022

93%

70%

2021

89%

62%

2020

91%

59%

Our stockholder outreach has been led by our Lead Independent Director, who is also Chairman of our Compensation Committee. Our Chief Financial Officer, our Senior Vice President, Investor Relations and the Compensation Committee’s independent compensation consultant also participated in meetings with investors. The major issue raised by our stockholders involved the contractual annual cash incentive formulas in effect for our Chairman and CEO and our Vice Chairman and President. We believe that the annual cash incentive formula, as evidenced by its application in fiscal 2023, is a reasonable performance metric that rewards results that meet or exceed our forecasts and provides for reduced or no

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annual cash incentive award when results are below our forecasts. The application of these formulas in fiscal 2023 resulted in each of our Chairman and CEO and our Vice Chairman and President receiving no bonus for the fiscal year.

Graphic More information on our stockholder outreach and our "say on pay” results last year and our response is provided beginning on page 30.

Corporate Social Responsibility

We spent significant time implementing our key initiatives, developing programs and furthering our Corporate Social Responsibility (“CSR”) agenda.

Engage Our People - Embodying our spirit of agility and entrepreneurism, in fiscal 2023 our teams continued to build on the success we achieved in fiscal 2022 as we ensured that business was conducted despite the impact of the COVID-19 pandemic. With teams back in the office fulltime, we began developing and executing several team building activities to bring people together such as our Lunch and Learn program. We also further engaged our supply chain partners to improve their employment practices and positively impact the workforce within our supply chain.  

We understand that the success of our supply chain is critical to our future and we have taken important steps to improve it. We joined the Sustainable Apparel Coalition (“SAC”) which works to reduce the social and environmental impact of apparel, footwear and textile production around the world by employing the Higg Factory Evaluation Module (“FEM”) which is an environmental assessment of supply chain factories shared among brands and industries. SAC has annual requirements and goals for its members to meet to keep the industry moving towards greater sustainability. Engaging our supply chain partners to participate in SAC is intended to result in more factories completing environmental and social assessments that are shared across the industry. This promotes standardized measurement for products and the supply chain and reduces redundancies among brands and factories performing audits of their sustainability practices.

We have continued to focus on the forced labor issues facing our industry and have reviewed our relationships in an attempt to protect against the use of forced labor in our supply chain. We formalized an internal cotton traceability program to further mitigate the risk of forced labor being used to produce product for us. This program includes enhancements to management systems, training, and tracking tools across our supply chain. To further bolster our programs against this risk, we engaged ORITAINTM, a third-party that uses forensic technology to trace materials back to their fiber origins. This traceability is essential to mitigating the risk that forced labor is used throughout the supply chain. We routinely engage with counsel and industry organizations with respect to regulatory developments to ensure our practices and procedures are aligning with the continually developing regulatory landscape. Combined with ORITAINTM’s technology and our internal management systems, we are working to mitigate these global supply chain risks. Additionally, with ORITAINTM’s help, we have begun exploring technology partners that can support us with tracing and tracking our total material usage. Taken together, we believe we have developed a strong approach and intend to continue to refine our oversight of our supply chain.

Protect Our Environment - We continue to work towards reducing our environmental impact by enacting sustainable fashion practices. We are working on determining our Scope 1 and Scope 2 baseline greenhouse gas (“GHG”) emissions for 2022 reporting based on the proposed rules set forth by the Securities and Exchange Commission in March 2022. Using this baseline, we intend to set strategic goals for reducing our GHG emissions from both a short-term and long-term perspective. We have engaged an industry-leading environmental consultancy to support our understanding our of GHG emissions and assist us in developing best practices to support our goal of reducing our environmental impact. Our focus includes (i) understanding the environmental impact made by our choices and how we can reduce those impacts in thoughtful and strategic ways without disrupting our business and (ii) fostering a culture of environmental understanding and accountability in all that we do.

We are making progress on our goal to use 100% recycled materials for all synthetic fibers by 2030 by working to set goals for adoption of more sustainable materials. We are exploring potential technology solutions to help us reach our goals.

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Invest in Our Communities – G-III has a longstanding commitment to philanthropy and supporting communities in which we live and serve. We continue to maximize opportunities to give to and engage with our charitable partners. We are involved with various charitable organizations including Ronald McDonald House, Women In Need (“WIN”), UNCF, Delivering Good, Hetrick Martin Institute and City Harvest, in addition to supporting the new Social Justice Center at the Fashion Institute of Technology. We have also partnered with new programs to provide aid to people impacted by current events. This year, we supported the Ukrainian humanitarian crisis financially and through in-kind donations of our products. We also established a new internal committee, comprised of our employees, who are actively involved in developing and executing charitable initiatives across the organization. This committee has already strengthened our involvement with our charitable partners in new ways. G-III is committed to continuing its mission to help others in the community through corporate and employee donations and volunteerism.

Our work with our new consultants is expected to bring about greater change in this coming year as we continue to make progress on our core CSR principles: Engage Our People, Protect Our Environment and Invest in Our Community. They represent a commitment to the greater good and our role in the global community.

The Board of Directors has responsibility for our CSR efforts and is considering establishing a separate Board committee that would oversee our CSR efforts.

Human Capital

Our People

As of January 31, 2023, we employed approximately 3,600 persons on a full-time basis and approximately 1,100 on a part-time basis. We employ both union and non-union personnel and believe that our relations with our employees are good. We have not experienced any interruption of our operations due to a labor disagreement with our employees.

We are an Equal Opportunity Employer with policies, procedures and practices that recognize the value and worth of each individual, covering matters such as safety, training, advancement, discrimination, harassment and retaliation. We provide training on important issues to our personnel. G-III ensures compliance with labor and employment law issues through a variety of processes and procedures, using both internal and external expertise and resources. We continue to work towards achieving a stronger, more engaging workplace coupled with a foundation for enhancing the employee experience by continuing to promote our passion for our product, pride in our partnerships, our accountability and our entrepreneurial spirit.

We are committed to the health and safety of our employees and customers and have taken extra care to protect them throughout the fluid nature of the pandemic with responsive workplace policies and procedures.

Diversity, Equity and Inclusion

We are a diverse workplace and know that, to succeed, we must become an even more diverse, equitable and inclusive organization. Currently, over 40% of our leadership team and 71% of our overall workforce self-identify as women, and 48% of our overall workforce identify as Black, Indigenous and People of Color (“BIPOC”). Of our fourteen Board members who will comprise our Board after the Annual Meeting, there are four women and four people of diverse backgrounds, exceeding NASDAQ requirements for board diversity. We recognize that insights and ideas from a diverse range of backgrounds will better position us for the future.

Our commitment to Diversity, Equity and Inclusion also extends outside of our business. We are a founding member of the groundbreaking Social Justice Center at the Fashion Institute of Technology (“FIT”), a premier fashion university, whose purpose is to help establish a program that is intended to increase opportunities and accelerate social equity for BIPOC persons entering our industry for years to come. Additionally, we continued our partnership with UNCF (“United Negro College Fund”) by sponsoring four enriching and rewarding student internships. These interns were provided room and board at FIT. They participated in a program that consisted of educational master class sessions and experienced New York theatre and other local programs. In fiscal 2023, we will continue to support UNCF by providing students the opportunity to gain firsthand experience working at G-III.

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Diversity, Equity and Inclusion are at the heart of G-III’s values. We strive to create a workplace with opportunities for all. We have made progress and intend to continue to do so in the coming years.

Talent Acquisition, Development and Retention

Having the right talent in the organization is one of the most critical aspects of our business. This year we grew our HR team to enhance opportunities focused on hiring, developing and retaining talent. We invested in new HR systems that will enhance the recruitment process and facilitate compliance with the continuously changing landscape of employment law. We also introduced a Lunch and Learn program facilitated by our leadership team for employees that has provided an opportunity for continuous learning about our business. We are planning to introduce a G-III Master Class training library in fiscal 2024 that will make these sessions and other educational tools accessible to our employees.

Through our aggressive recruiting, we have been able to bring in best-in-class talent. We had several key hires at the Company, including a new head of digital, who is building a new team to accelerate the development of our digital business. Additionally, we welcomed a new President of Donna Karan/DKNY Europe situated in our Milan office who will continue to develop our expanding reach in Europe.

Compensation, Benefits, Safety and Wellness

We expanded our comprehensive health and retirement benefits to eligible employees this year, most notably, with the introduction of Aetna Inc. for our health plans and Fidelity Investments for our 401(k) plan. We also introduced and sponsored paid subscriptions to Headspace and Noom, smartphone applications that offer dedicated tools to support employee wellness.

Executive Compensation Highlights

In fiscal 2023, our CEO and our Vice Chairman did not earn any cash bonuses, and bonuses to our other NEOs declined as well. As a result, 82% of our CEO’s compensation and 73% of the average compensation of our other NEOs in fiscal 2023 consisted of at-risk annual and long-term incentive compensation.

Chairman and CEO Compensation Mix

Other NEOs Compensation Mix

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Proxy Summary

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Based on the information in this “Proxy Summary,” as well as the more detailed information contained in the “Compensation Discussion and Analysis,” our Board and our Compensation Committee strongly believe that our stockholders should vote FOR Proposal No. 2—Advisory Vote on Compensation of our Named Executive Officers, commonly known as the “Say on Pay” proposal.

Graphic More information is provided in the “Compensation Discussion and Analysis” beginning on page 27 and the “Executive Compensation Tables” beginning on page 40.

Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers

Federal securities law requires that, at least every six years, our stockholders indicate how frequently we should seek an advisory vote (non-binding) on the compensation of our named executive officers, commonly known as the “say on frequency” vote. Six years ago our stockholders recommended that we conduct advisory votes on compensation of our named executive officers, commonly known as the “say on pay” vote, every year.

The Board believes that an annual advisory vote on compensation of our named executive officers has allowed our stockholders to provide timely, direct input on our executive compensation philosophy, policies and practices as disclosed in the proxy statement each year and believes that this practice should continue.

The proxy card provides our stockholders with the opportunity to choose among four alternatives with respect to this proposal (holding the vote every one, two or three years, or abstaining) and, therefore, stockholders will not be simply voting to approve or disapprove the Board’s recommendation.

Although the vote on the frequency of the “say on pay” vote is advisory and nonbinding, our Board and the Compensation Committee will take into account the outcome of the vote when considering the frequency of future advisory votes on compensation of our named executive officers.

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Our Board and our Compensation Committee strongly believe that our stockholders should vote for ONE YEAR with respect to Proposal No. 3Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers.

Graphic For more information with respect to this proposal, see Proposal No. 3 beginning on page 63.

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BENEFICIAL OWNERSHIP OF COMMON STOCK BY CERTAIN STOCKHOLDERS AND MANAGEMENT

The following table sets forth information as of April 17, 2023 (except as otherwise noted in the footnotes) regarding the beneficial ownership of our Common Stock of: (i) each director; (ii) each person known by us to own beneficially more than five percent of our outstanding Common Stock; (iii) each executive officer named in the Fiscal 2023 Summary Compensation Table; and (iv) all directors and executive officers as a group. Lisa Warner Wardell, a current director of the Company, has decided not to stand for reelection at the Annual Meeting. Dr. Joyce F. Brown, Michael Shaffer and Andrew Yaeger are new director nominees at the Annual Meeting. Except as otherwise specified, the named beneficial owner has the sole voting and investment power over the shares listed. The percentage of ownership is based on 45,591,328 shares of Common Stock outstanding (excluding treasury shares) as of April 17, 2023 (except as otherwise noted in the footnotes). Unless otherwise indicated in the table below, each beneficial owner has an address in care of our principal executive offices at 512 Seventh Avenue, New York, New York 10018.

    

Amount and Nature of

    

 

Beneficial Ownership of

Percentage of

 

Name and Address of Beneficial Owner

Common Stock

Common Stock

 

Morris Goldfarb

 

4,703,922

(1)

10.3%

Sammy Aaron

 

410,590

(2)

*

Thomas J. Brosig

 

33,745

(3)

*

Dr. Joyce F. Brown

 

Alan Feller

 

26,423

(4)

*

Jeffrey Goldfarb

 

526,119

(5)

1.2%

Victor Herrero

28,093

(6)

*

Robert L. Johnson

8,434

(7)

*

Patti H. Ongman

 

1,696

(8)

*

Laura Pomerantz

40,479

(9)

*

Michael Shaffer

 

Cheryl Vitali

 

45,295

(10)

*

Lisa Warner Wardell

1,696

(11)

*

Richard White

 

98,496

(12)

*

Andrew Yaeger

BlackRock, Inc.

 

55 East 52nd Street

New York, NY 10055

7,592,793

(13)

16.7%

The Vanguard Group

 

100 Vanguard Blvd.

Malvern, PA 19355

4,807,357

(14)

10.5%

Madison Avenue International LP

 

150 East 58th St, 14 Fl

New York, NY 10155

3,377,516

(15)

7.4%

Dimensional Fund Advisors LP

 

Building One

6300 Bee Cave Road

Austin, Texas 78746

2,963,911

(16)

6.5%

Neal S. Nackman

 

80,683

(17)

*

All directors and executive officers as a group (16 persons)

 

6,005,671

(18)

13.2%

*     Less than one percent

(1)Includes (i) 166,750 shares of Common Stock held by Goldfarb Family Partners, L.L.C., of which Mr. Goldfarb is the sole Manager; (ii) 76,175 shares of Common Stock owned by The Morris and Arlene Goldfarb Family Foundation, Inc., of which Mr. Goldfarb is the President and Treasurer; (iii) 2,675,239 shares of Common Stock owned jointly by Mr. Goldfarb and his wife, Arlene Goldfarb; (iv) 29,666 shares of Common Stock owned by Arlene Goldfarb; (v) 200,000 shares of Common Stock held by The Morris Goldfarb 2012 Delaware Trust (Mr. Goldfarb serves as a member of the Trust Committee of the Trust, which directs the Trustee’s decisions as to voting and disposition of the shares held in the Trust), (vi) 200,000 shares of Common Stock held by The Arlene Goldfarb 2012 Delaware Trust (Arlene Goldfarb serves as a member of the Trust Committee of the Trust, which directs the Trustee’s decisions as to voting and disposition of the shares held in the Trust), (vii) 161,490 shares held by Morris Goldfarb 2018 GRAT JG (Mr. Goldfarb

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Beneficial Ownership of Common Stock by Certain Stockholders and Management

serves as the trustee of the Trust, which directs the Trust’s decisions as to voting and disposition of the shares held in the Trust) and (viii) 161,490 shares held by Morris Goldfarb 2018 GRAT LF (Mr. Goldfarb serves as the trustee of the Trust, which directs the Trust’s decisions as to voting and disposition of the shares held in the Trust). The shares listed in the table include 375,000 shares pursuant to RSU awards, which will vest within 60 days of April 17, 2023. In addition to the shares listed in the table, Mr. Goldfarb has the right to receive (i) an aggregate of 63,633 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods; and (ii) an aggregate of 206,853 shares of Common Stock pursuant to PSU awards, subject to the satisfaction of performance conditions and required time vesting periods. The number of shares earned pursuant to PSU awards could increase or decrease depending upon actual performance achieved relative to performance targets.

(2)Includes 250,000 shares of Common Stock pursuant to RSU awards, which will vest within 60 days of April 17, 2023. In addition to the shares listed in the table, Mr. Aaron has the right to receive (i) an aggregate of 42,422 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods; and (ii) an aggregate of 137,902 shares of Common Stock pursuant to PSU awards, subject to the satisfaction of performance conditions and required time vesting periods. The number of shares earned pursuant to PSU awards could increase or decrease depending upon actual performance achieved relative to performance targets.

(3)Includes 6,947 shares of Common Stock pursuant to RSU awards, which will vest within 60 days of April 17, 2023. In addition to the shares listed in the table, Mr. Brosig has the right to receive an aggregate of 4.934 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods.

(4)Includes 7,517 shares of Common Stock pursuant to RSU awards, which will vest within 60 days of April 17, 2023. In addition to the shares listed in the table, Mr. Feller has the right to receive an aggregate of 5,295 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods.

(5)Includes (i) 70,663 shares of Common Stock held by Jeffrey and Stacey Goldfarb, Mr. Goldfarb’s wife, as joint tenants; (ii) 47,170 shares of Common Stock owned by JARS Portfolio LLC; (iii) 24,896 shares of Common Stock owned by the Amanda Julie Goldfarb Trust 2007 of which Mr. Goldfarb and his wife are co-trustees; and (iv) 2,200 shares of Common Stock owned by the Ryan Gabriel Goldfarb Trust 2009 of which Mr. Goldfarb and his wife are co-trustees. The shares listed in the table include 112,500 shares of Common Stock pursuant to RSU awards, which will vest within 60 days of April 17, 2023. In addition to the shares listed in the table, Mr. Goldfarb has the right to receive (i) an aggregate of 39,778 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods; and (ii) an aggregate of 39,778 shares of Common Stock pursuant to PSU awards, subject to the satisfaction of performance conditions and required time vesting periods. The number of shares earned pursuant to PSU awards could increase or decrease depending upon actual performance achieved relative to performance targets.

(6)Includes 6,093 shares of Common Stock pursuant to RSU awards, which will vest within 60 days of April 17, 2023. In addition to the shares listed in the table, Mr. Herrero has the right to receive an aggregate of 4,392 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods.

(7)Includes 2,699 shares of Common Stock pursuant to RSU awards, which will vest within 60 days of April 17, 2023. In addition to the shares listed in the table, Mr. Johnson has the right to receive an aggregate of 6,757 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods.

(8)Includes 1,696 shares of Common Stock pursuant to RSU awards, which will vest within 60 days of April 17, 2023. In addition to the shares listed in the table, Ms. Ongman has the right to receive an aggregate of 3,390 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods.

(9)Includes 6,093 shares of Common Stock pursuant to RSU awards, which will vest within 60 days of April 17, 2023. In addition to the shares listed in the table, Ms. Pomerantz has the right to receive an aggregate of 4,392 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods.

(10)Includes 6,093 shares of Common Stock pursuant to RSU awards, which will vest within 60 days of April 17, 2023. In addition to the shares listed in the table, Ms. Vitali has the right to receive an aggregate of 4,392 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods.

(11)Includes 1,696 shares of Common Stock pursuant to RSU awards, which will vest within 60 days of April 17, 2023. In addition to the shares listed in the table, Ms. Warner Wardell has the right to receive an aggregate of 3,390 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods.

(12)Includes (i) Includes 8.943 shares of Common Stock pursuant to RSU awards, which will vest within 60 days of April 17, 2023, (ii) 1,268 shares of Common Stock owned by the Elizabeth White Grantor Trust, of which Mr. White is the trustee and over which he has investment control and (iii) 1,268 shares of Common Stock owned by the Alexandra White Grantor Trust, of which Mr. White is the trustee and over which he has investment control. In addition to the shares listed in the table, Mr. White has the right to receive an aggregate of 6,198 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods.

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(13)Information is derived from the Schedule 13G/A filed by BlackRock, Inc. (“BlackRock”) with the Securities and Exchange Commission on January 26, 2023. BlackRock is a parent holding company or control person in accordance with Exchange Act Rule 13d-1(b)(1)(ii)(G) and reported sole voting power with respect to 7,435,897 of such shares and sole dispositive power with respect to 7,592,793 of such shares. The filing reported that such shares are beneficially owned by several BlackRock subsidiaries.

(14)Information is derived from the Schedule 13G/A filed by The Vanguard Group, Inc. (“Vanguard”) with the Securities and Exchange Commission on April 10, 2023. Vanguard is an investment adviser in accordance with Exchange Act Rule 13d-1(b)(1)(ii)(E) and reported shared voting power with respect to 67,228 of such shares, sole dispositive power with respect to 4,701,339 of such shares and shared dispositive power with respect to 106,018 of such shares.

(15)Information is derived from the Schedule 13G filed by (i) Madison Avenue International LP, (ii) Madison Avenue Partners, LP, (iii) EMAI Management, LLC, (iv) Madison Avenue GP, LLC, (v) Caraway Jackson Investments LLC, and (vi) Eli Samaha (collectively “Madison Avenue”) with the Securities and Exchange Commission on February 23, 2023 and reported shared voting power with respect to 3,377,516 of such shares and shared dispositive power of 3,377,516 of such shares. Madison Avenue is an investment adviser in accordance with Exchange Act Rule 13d-1(b)(1)(ii)(E). The filing reported that each of the entities of Madison Avenue may be deemed to be the beneficial owner of the shares of Common Stock owned directly by Madison Avenue International LP.

(16)Information is derived from the Schedule 13G/A filed by Dimensional Fund Advisors LP (“DFA”) with the Securities and Exchange Commission on February 10, 2023. DFA is an investment advisor in accordance with Exchange Act Rule 13d-1(b)(1)(ii)(E) and reported sole voting power with respect to 2,904,494 of such shares and sole dispositive power with respect to 2,963,911 of such shares. The filing reported that DFA is an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Funds”), and that all securities reported in the filing are owned by the Funds.

(17)Includes 45,000 shares of Common Stock pursuant to RSU awards, which will vest within 60 days of April 17, 2023. In addition to the shares listed in the table, Mr. Nackman has the right to receive (i) an aggregate of 13,683 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods; and (iii) an aggregate of 13,683 shares of Common Stock pursuant to PSU awards, subject to the satisfaction of performance conditions and required time vesting periods. The number of shares earned pursuant to PSU awards could increase or decrease depending upon actual performance achieved relative to performance targets.

(18)Includes 830,277 shares of Common Stock pursuant to RSU awards, which will vest within 60 days of April 17, 2023. In addition to the shares listed in the table, all directors and officers as a group have the right to receive (i) an aggregate of 202,656 shares pursuant to RSU awards, subject to the satisfaction of required time vesting periods; and (ii) an aggregate of 398,216 shares of Common Stock pursuant to PSU awards, subject to the satisfaction of performance conditions and required time vesting periods. The number of shares earned pursuant to PSU awards could increase or decrease depending upon actual performance achieved relative to performance targets.

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CORPORATE GOVERNANCE

Board of Directors

The Board of Directors has determined that Thomas J. Brosig, Alan Feller, Victor Herrero, Robert L. Johnson, Patti H. Ongman, Laura Pomerantz, Cheryl Vitali and Richard White are independent directors. Lisa Warner Wardell, who is not standing for reelection, was determined to be an independent director and our new director nominees, Dr. Joyce F. Brown, Michael Shaffer and Andrew Yaeger, were also determined to be independent. Assuming all of the nominated persons are elected as directors at the Annual Meeting, the independent directors will constitute 79% of the Board of Directors. In making its determination regarding the independence of the directors, the Board relied upon information provided by each of the directors and noted that each independent director meets the standards for independence set out in Nasdaq Listing Rule 5605(a)(2) and under the applicable rules and regulations of the SEC, and that there is no material business relationship between G-III and any independent director, including any business entity with which any independent director is affiliated.

The Board of Directors held five meetings and acted by unanimous written consent six times during the fiscal year ended January 31, 2023. During the fiscal year ended January 31, 2023, each director attended at least 75% of the meetings of the Board of Directors and committees of the Board on which he or she served. We do not have a formal policy regarding attendance by members of the Board of Directors at annual stockholders’ meetings. All of our directors attended the 2022 Annual Meeting of Stockholders.

Our Board of Directors has an Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Each member of our Audit, Compensation and Nominating and Corporate Governance Committees has been determined by the Board of Directors to be “independent” within the meaning of Nasdaq Listing Rule 5605(a)(2). Each member of the Audit Committee is “independent” within the meaning of Nasdaq Listing Rule 5605(c)(2)(A) and under the applicable rules and regulations of the SEC regarding the independence of audit committee members. Each member of the Compensation Committee is “independent” within the meaning of Nasdaq Listing Rule 5605(d)(2)(A).

AUDIT COMMITTEE

Meetings during the fiscal year ended January 31, 2023:

8

    Alan Feller GraphicGraphic

    Thomas J. Brosig Graphic

    Lisa Warner Wardell Graphic

    Richard White Graphic

Responsibilities

The Audit Committee is responsible for, among other things:

Assisting the Board in monitoring:

(i)

the integrity of our financial statements,

(ii)

the qualifications and independence of our independent auditors,

(iii)

the performance of our internal audit function and independent auditors, and

(iv)

the compliance by us with legal and regulatory requirements.

The appointment, compensation and oversight of the work of G-III’s independent registered public accounting firm.

Graphic ALL MEMBERS OF THE AUDIT COMMITTEE ARE INDEPENDENT.

Qualifications

Graphic The Board has determined that each of Messrs. Feller, Brosig, Warner Wardell and White is an audit committee financial expert as such term is defined in the rules of the SEC. Lisa Warner Wardell, a member of the Audit Committee, has decided not to stand for reelection at the Annual Meeting. Assuming election as a director at the Annual Meeting, it is expected that each of Victor Herrero and Michael Shaffer will be appointed to the Audit Committee and that each of them will also be an audit committee financial expert as such term is defined in the rules of the SEC. In addition, it is expected that Thomas J. Brosig will step down from the Audit Committee after the Annual Meeting.

Charter

A copy of the Audit Committee’s charter is available in the “Investors” section of our website at http://www.giii.com.

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Corporate Governance

COMPENSATION COMMITTEE

Meetings during the fiscal year ended January 31, 2023:

5

    Richard White Graphic

    Patti H. Ongman

    Laura Pomerantz

Responsibilities

The Compensation Committee discharges the responsibilities of the Board relating to compensation of G-III’s directors and executive officers. The Committee has overall responsibility for approving and evaluating director and executive officer compensation plans, policies and programs of G-III, including establishing and monitoring the basic philosophy and policies governing the compensation of G-III’s directors and officers.

The Compensation Committee is responsible for reviewing and discussing with management, and recommending to the Board the inclusion of the Compensation Discussion and Analysis in our annual Proxy Statement.

GraphicALL MEMBERS OF THE COMPENSATION COMMITTEE ARE INDEPENDENT.

Specific duties and responsibilities of the Committee include, but are not limited to:

(i)

reviewing and approving the corporate goals and objectives relevant to the compensation of our executive officers and evaluating their performance in light of those corporate goals and objectives;

(ii)

recommending the compensation of our executive officers, giving consideration to the results of our most recent “Say on Pay” vote;

(iii)

reviewing and recommending adoption, amendment and termination of employment agreements and severance arrangements or plans for our executive officers;

(iv)

reviewing and recommending changes to director compensation;

(v)

reviewing and recommending adoption, amendment and termination of incentive compensation plans, equity-based plans and other compensation and benefit plans for directors or officers, giving consideration to the results of our most recent “Say on Pay” vote in considering plans for executive officers;

(vi)

administering G-III’s stock-based compensation, incentive and benefit plans; and

(vii)

administering, interpreting and carrying out our Stock Ownership Guidelines for directors and executive officers and Executive Incentive Compensation Recoupment Policy for executive officers.

The Compensation Committee also may form and delegate authority to any subcommittee comprised solely of its members who are independent so long as such formation and delegation comply with applicable law and the Nasdaq Listing Rules.

The Compensation Committee met five times and acted by unanimous written consent four times during the year ended January 31, 2023. Assuming his election as a director at the Annual Meeting, it is expected that Thomas J. Brosig will be appointed to the Compensation Committee.

Charter

A copy of the Compensation Committee’s charter is available in the “Investors” section of our website at http://www.giii.com.

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the year ended January 31, 2023, Patti H. Ongman, Laura Pomerantz and Richard White served on our Compensation Committee. None of the members of the Compensation Committee (i) has ever been an officer or employee of ours or (ii) had any relationship requiring disclosure by us under Item 404 of Regulation S-K. None of our executive officers served on the board or compensation committee (or other committee serving an equivalent function) of any other entity, where an executive officer of the other entity served on our Board of Directors or Compensation Committee.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

Meetings during the fiscal year ended January 31, 2023:

3

    Thomas J. Brosig Graphic

    Robert L. Johnson

    Cheryl Vitali

    Richard White

GraphicALL MEMBERS OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE ARE INDEPENDENT.

Responsibilities

The Nominating and Corporate Governance Committee:

(a)

assists the Board in its selection of individuals

(i)

as nominees for election to the Board at G-III’s annual meeting of the stockholders or

(ii)

to fill any vacancies or newly created directorships on the Board and

(b)

developing and maintaining G-III’s corporate governance policies, and any related matters required by the federal securities laws.

The Nominating and Corporate Governance Committee is also responsible for a number of matters under our Director Selection and Qualification Standards and Resignation Policy as described below. The Nominating and Corporate Governance Committee met to review the performance and the experience, qualifications, attributes and skills of the members of the Board and recommended to our Board the persons to be nominated for election as directors at the Annual Meeting. The Nominating and Corporate Governance committee met with each of Dr. Joyce F. Brown, Michael Shaffer and Andrew Yaeger, reviewed their qualifications and subsequently recommended to the Board that each of them be nominated for election as a director by the stockholders at the Annual Meeting. Each of Dr. Brown and Mr. Shaffer was initially recommended to the Nominating and Corporate Governance Committee by Morris Goldfarb, our Chairman and Chief Executive Officer. Mr. Yaeger was initially recommended to the Nominating and Corporate Governance Committee by Jeffrey Goldfarb, our Executive Vice President.

Charter

A copy of the Nominating and Corporate Governance Committee’s charter is available in the “Investors” section of our website at http://www.giii.com.

NOMINATIONS PROCESS

It is the policy of the Nominating and Corporate Governance Committee to consider candidates for Board membership suggested by Nominating and Corporate Governance Committee members and other Board members, management, our stockholders, third-party search firms and any other appropriate sources. As a stockholder, you may recommend any person for consideration as a nominee for director by writing to the Secretary of G-III, c/o G-III Apparel Group, Ltd., 512 Seventh Avenue, New York, New York 10018. Recommendations must be received by March 10, 2024 to be considered for the 2024 Annual Meeting of Stockholders. Recommendations must include the name and address of the stockholder making the recommendation, a representation setting forth the number of shares of our Common Stock beneficially owned by the recommending stockholder, a statement that the recommended nominee has expressed his or her intent to serve on the

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Board if elected, biographical information about the recommended nominee, any other information the stockholder believes would be helpful to the Nominating and Corporate Governance Committee in evaluating the individual recommended nominee and a description of all arrangements or understandings between the recommending stockholder and each nominee and any other person concerning the nomination. The dissident stockholder should comply with the additional requirements of a proper notice under Rule 14a-19, which includes the statement that a dissident using the universal proxy rule intends to solicit 67% of the outstanding voting shares entitled to vote on the election of directors.  You are also advised to review our Bylaws, which contain detailed requirements about advance notice of stockholder proposals and director nominations.

Under the Director Selection and Qualification Standards and Resignation Policy (the “Director Policy”), the Nominating and Corporate Governance Committee is responsible for (i) assisting the Board in evaluating the independence of directors, (ii) developing and revising, as appropriate, for approval by the Board, selection criteria and qualification standards for Board nominees, (iii) identifying individuals believed to be qualified to become Board members consistent with criteria approved by the Board and applicable law and regulations, (iv) recommending candidates or nominees to the Board and (v) recommending to the Board whether or not to accept the resignation of a nominee for Director in an uncontested election who receives more votes “withheld” from his or her election than votes “for” such election.

In evaluating candidates, the Nominating and Corporate Governance Committee considers the following criteria:

●    personal integrity,

●    the extent to which a candidate would be a desirable addition to the Board and any committees of the Board,

●    skill,

●    independence (as that term is defined under the rules of the SEC and the Nasdaq Listing Rules),

●    sound business judgment,

●    the requirement to maintain a Board that is composed of a majority of independent directors,

●    diversity,

●    potential conflicts of interest,

●    business and professional skills and experience,

●    the extent to which a candidate would fill a present need and

●    experience with businesses and other organizations of comparable size,

●    concern for the long-term interests of stockholders.

●    the interplay of the candidate’s experience with the experience of other Board members,

In any particular situation, the Nominating and Corporate Governance Committee may focus on persons possessing a particular background, experience or qualifications that the Committee believes would be important to enhance the effectiveness of the Board.

Although the Nominating and Corporate Governance Committee does not have a formal policy with respect to considering diversity in identifying director nominees, it believes that a diverse Board is of benefit to the Company and, based on the expected composition of the Board after the Annual Meeting, in the past four years the percentage of our directors who are ethnically diverse has increased from 8% to 29%. The Board and the Nominating and Corporate Governance Committee believe it is important that the Board members represent diverse viewpoints and a variety of skills so that, as a group, the Board will possess the appropriate talent, skills and expertise to oversee our business. The evaluation process for stockholder recommendations is the same as for candidates recommended from any other source. The needs of the Board and the factors that the Nominating and Corporate Governance Committee consider in evaluating candidates are reassessed on an annual basis, when the Committee’s charter is reviewed.    

BOARD DIVERSITY

Nasdaq listing rules require all Nasdaq listed companies to disclose diversity statistics regarding their boards of directors. The rules also require most Nasdaq listed companies to have, or explain why they do not have, at least two diverse directors,

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including one who self-identifies as female and one who self-identifies as either an under-represented minority or LGBTQ+. The Company is in compliance with Nasdaq’s diversity requirement.

In identifying and evaluating candidates for the Board, the Nominating and Corporate Governance Committee considers the diversity of the Board, including diversity of skills, experience and backgrounds.

Based on the composition of the Board after the Annual Meeting, the Board Diversity Matrix below presents the Board’s diversity statistics in the format prescribed by the Nasdaq rules.

Board Diversity Matrix

Total Number of Directors

14

Female

Male

Non-Binary

Did Not Disclose Gender

Part I: Gender Identity

Directors

4

10

-

-

Part II: Demographic Background

African American or Black

1

1

-

-

Alaskan Native or Native American

-

-

-

-

Asian

-

-

-

-

Hispanic or Latinx

-

1

-

-

Native Hawaiian or Pacific Islander

-

-

-

-

White

2

8

-

-

Two or More Races or Ethnicities

1

-

-

-

LGBTQ+

-

Did Not Disclose Demographic Background

-

Stockholder Communications

The Board of Directors has provided a process for stockholders to send communications to the Board. Stockholders who wish to send communications to the Board of Directors, or any particular director, should address such communications to the Board or such director c/o G-III Apparel Group, Ltd., 512 Seventh Avenue, New York, New York 10018, Attn: Secretary. All such communications should include a representation from the submitting stockholder setting forth the stockholder’s address and the number of shares of our Common Stock beneficially owned by the stockholder. The Board will give appropriate attention to written communications on issues that are submitted by stockholders and will respond as appropriate. Absent unusual circumstances, the Secretary of G-III will (i) be primarily responsible for monitoring communications from stockholders and (ii) provide copies or summaries of such communications to the Board, the Lead Independent Director (who serves as a non-management resource for stockholders seeking to communicate with our Board) or the director to whom such communication is addressed, as the Secretary considers appropriate. Each stockholder communication will be forwarded to all directors, the Lead Independent Director or the director to whom it is addressed, if it relates to a substantive matter and includes suggestions or comments that the Secretary considers to be important for the directors, or director, to know. In general, stockholder communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than stockholder communications relating to personal grievances and matters as to which we may receive repetitive or duplicative communications.

Additionally, G-III’s by-laws set forth “advance notice” requirements for stockholders’ meetings consistent with the purpose of establishing an orderly process for stockholders seeking to nominate directors or propose business at stockholder meetings. The advance notice provisions in the by-laws require stockholders to deliver notice to G-III of their intention to make director nominations or bring other business before the meeting not later than the close of business on the 90th day, nor earlier than the close of business on the 120th day, in advance of the anniversary of the previous year’s annual meeting if the meeting is to be held on a day which is not more than 30 days in advance of the anniversary of the previous year’s

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annual meeting or not later than 70 days after the anniversary of the previous year’s annual meeting. The advance notice provisions of the by-laws prescribe information that the stockholder’s notice must contain, both as to itself and its proposed director nominee, if the stockholder wishes to nominate a candidate for the annual meeting director election, prescribe information that the stockholder’s notice must contain if the stockholder wishes to bring business other than a director nomination before the annual meeting, and set forth rules and procedures relating to special meetings of stockholders.

Risk Oversight

The risk oversight function of our Board of Directors is carried out by both the Board and the Audit Committee. A fundamental part of risk oversight is not only understanding the material risks a company faces and the steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the company. The Board focuses on our general risk management strategy and the most significant risks facing us and ensures that management implements appropriate risk mitigation strategies. Management also apprises the Board of particular risk management matters in connection with its general oversight and approval of corporate matters.

While the full Board has overall responsibility for risk oversight, the Board has delegated oversight related to certain risks to the Audit Committee. The Audit Committee is responsible for reviewing and discussing with management our major and emerging risk exposures, including financial, operational, technology, privacy, data security, disaster recovery and ethics and compliance. The Audit Committee meets periodically with management and our internal audit department to discuss our major financial and operating risks and the steps, guidelines and policies management and our internal audit team have taken to monitor and control exposures to risk, including G-III’s risk assessment and risk management policies. The Chair of the Audit Committee regularly reports to the Board the substance of such reviews and discussions. Both the Board and the Audit Committee regularly review cybersecurity and data privacy risk matters.

Our Compensation Committee incorporates considerations of risk into its deliberations of our executive compensation program. The Compensation Committee believes that G-III’s compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on G-III. In addition, our internal disclosure committee reviews with management the “risk factors” that appear in our Annual Report on Form 10-K prior to its filing with the SEC, as well as prior to the filing of our Quarterly Reports on Form 10-Q.

Our management is responsible for day-to-day risk management. Our risk management and internal audit areas serve as the primary monitoring and testing function for company-wide policies and procedures and manage the day-to-day oversight of the risk management strategy for our ongoing business. This oversight includes identifying, evaluating, and addressing potential risks that may exist at the enterprise, strategic, financial, operational, and compliance and reporting levels. The Board encourages management to promote a corporate culture that incorporates risk management into our corporate strategy and day-to-day business operations. The Board continually works, with input from our executive officers, to assess and analyze the most likely areas of future risk for us and our business.

Leadership Structure of the Board

The Board of Directors believes that Morris Goldfarb’s service in the dual roles of Chairman of the Board and Chief Executive Officer is in our best interest, as well as the best interest of our stockholders. Mr. Goldfarb is the director most familiar with our business and industry and possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing us and our business. Thus, he is in the best position to develop agendas and plans that ensure that the Board’s time and attention are focused on the most critical matters. We believe that Mr. Goldfarb is viewed by our customers, suppliers, business partners, investors and other stakeholders as providing strong leadership for our company in the marketplace and in our industry. This approach is often utilized by other public companies in the United States and we believe it has been effective for our company as well.

Although the Board believes that the combination of the Chairman of the Board and Chief Executive Officer roles is appropriate for us in the current circumstances, our Board does not have a specific policy as to whether or not these roles should be combined or separated.

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LEAD INDEPENDENT DIRECTOR

In order to promote independent leadership on our Board and help ensure that the Board operates in a cohesive manner, the Board established the position of Lead Independent Director and elected Richard White as the Lead Independent Director. The responsibilities of the Lead Independent Director include:

(i)advising the Chairman of the Board on Board meeting agendas and materials sent to the Board;
(ii)serving as a liaison between non-management directors and the Chairman of the Board;
(iii)calling and presiding over executive sessions of the non-management directors;
(iv)presiding over Board meetings in the absence of the Chairman of the Board;
(v)serving as a non-management resource for stockholders and other external constituencies seeking to communicate with our Board;
(vi)oversight of the Board’s annual assessment of the performance of our Chairman and Chief Executive Officer; and
(vii)oversight of the Board’s annual self-assessment of its own performance, along with the Chairman of the Nominating and Corporate Governance Committee.

In recent years, our stockholder outreach program has been led by our Lead Independent Director. Along with certain members of management, Mr. White has been at the forefront of communicating to our significant stockholders updates on corporate strategy, governance matters, including diversity and Board composition, and compensation programs as well as responding to their questions and concerns.

Additional Corporate Governance Policies

We also maintain the following corporate governance policies:

CODE OF ETHICS AND CONDUCT

All of our employees and employees of our subsidiaries (“Company Personnel”), officers and directors must adhere to our Code of Ethics and Conduct. It codifies those standards that we believe are reasonably designed to deter wrong-doing and to promote, among other things, adherence to the following principles:

(i)honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
(ii)full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in other public communications made by G-III;
(iii)compliance with applicable governmental laws, rules and regulations;
(iv)the prompt internal reporting of violations of the Code of Ethics and Conduct; and
(v)accountability for adherence to the Code of Ethics and Conduct.

A copy of the Code of Ethics and Conduct is available in the “Investors” section of our website at http://www.giii.com.

WHISTLEBLOWER POLICY

The Whistleblower Policy protects all of our Company Personnel, officers and directors if they raise concerns regarding G-III, such as concerns regarding incorrect financial reporting including questionable accounting, internal controls or auditing matters; unlawful activities; activities that are not in line with G-III policies, including the Code of Ethics and Conduct; or activities which otherwise amount to serious improper conduct. A copy of the Whistleblower Policy is available in the “Investors” section of our website at http://www.giii.com.

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INSIDER TRADING, HEDGING AND PLEDGING POLICY

The Insider Trading, Hedging and Pledging Policy applies to all of our Company Personnel, directors and officers, and prohibits trading or causing trading of our securities while the applicable person is in possession of material non-public information. The Insider Trading, Hedging and Pledging Policy, as well as recent amendments to SEC rules, prohibits directors, executive officers and other Company Personnel specified by us, from time to time, from trading in G-III securities during our established blackout periods, except (i) pursuant to Board-approved written trading plans adopted in accordance with Rule 10b5-1 under the Exchange Act, at least 30 days prior to any trade (or for directors and officers, 90 days prior to any trade and two business days following the filing of the Form 10-Q or Form 10-K for the fiscal quarter in which the plan was adopted or modified), (ii) stock option exercises for cash with no associated open market transaction and (iii) the surrender of shares to us or the retention and withholding of shares by us in satisfaction of tax withholding obligations with respect to stock-settled incentive compensation awards with no associated open market transaction. The Insider Trading, Hedging and Pledging Policy also prohibits Company Personnel from entering into hedging transactions with respect to our securities, pledging our securities as collateral for a loan or holding our securities in a margin account. The Board may, in limited circumstances, permit a share pledge by a director or executive officer after giving consideration to the number of shares to be pledged as a percentage of his or her total shares held and G-III’s total shares outstanding. A copy of the Insider Trading, Hedging and Pledging Policy is available in the “Investors” section of our website at http://www.giii.com.

STOCK OWNERSHIP GUIDELINES

The Stock Ownership Guidelines require:

Position

    

Value of Stock Ownership

Chief Executive Officer

 

6x annual base salary

Vice Chairman and President

 

2x annual base salary

All Other Named Executive Officers and Directors who are Employees

 

1x annual base salary

Non-Employee Directors

 

5x annual cash retainer

Until these share ownership levels are achieved, our executive officers and directors are required to retain 50% of any net, after-tax, shares received upon exercise or vesting of our equity grants. All of our officers and directors are in compliance with our Stock Ownership Guidelines, except for one director first elected to the Board in September 2020 and one director first elected by the Board in March 2022, each of whom is making progress to satisfy the guidelines. A copy of the Stock Ownership Guidelines is available in the “Investors” section of our website at http://www.giii.com.

EXECUTIVE INCENTIVE COMPENSATION RECOUPMENT POLICY

Pursuant to the Executive Incentive Compensation Recoupment Policy, or “Clawback Policy,” in the event that we are required to restate our financial statements for any financial year, other than as a result of a change in generally accepted accounting principles or their interpretation, the Compensation Committee may, in its discretion, recoup incentive compensation paid to individuals who were executive officers within one year prior to the restatement. The incentive compensation subject to recoupment will consist of performance-based bonuses (including bonuses paid pursuant to employment agreements) and long-term incentive awards or equity grants, to the extent that such bonuses, awards or grants were predicated upon achievement of financial results that are subsequently restated. A copy of the Executive Incentive Compensation Recoupment Policy is available in the “Investors” section of our website at http://www.giii.com.

DIRECTOR SELECTION AND QUALIFICATION STANDARDS AND RESIGNATION POLICY

The Director Policy describes the Board’s criteria for selecting director nominees and the roles of the Board and the Nominating and Corporate Governance Committee in evaluating director independence and qualifications. We updated the Director Policy in 2022 to add an overboarding policy. The Director Policy provides that any nominee for director in an uncontested election who receives a greater number of votes “withheld” from his or her election than votes “for” his or her election must tender a written resignation to the Board. The Nominating and Corporate Governance Committee will consider the resignation and make a recommendation to the Board as to whether to accept or reject the resignation. Thereafter, the Board will deliberate and determine the action to be taken with respect to the tendered resignation. Following the Board’s determination, G-III will publicly disclose the Board’s decision and the reasons for the decision. A copy of the Director Policy is available in the “Investors” section of our website at http://www.giii.com.

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CORPORATE SOCIAL RESPONSIBILITY

We spent significant time implementing our key initiatives, developing programs and furthering our Corporate Social Responsibility (“CSR”) agenda.

Engage Our People - Embodying our spirit of agility and entrepreneurism, in fiscal 2023 our teams continued to build on the success we achieved in fiscal 2022 as we ensured that business was conducted despite the impact of the COVID-19 pandemic. With teams back in the office fulltime, we began developing and executing several team building activities to bring people together such as our Lunch and Learn program. We also further engaged our supply chain partners to improve their employment practices and positively impact the workforce within our supply chain.  

We understand that the success of our supply chain is critical to our future and we have taken important steps to improve it. We joined the Sustainable Apparel Coalition (“SAC”) which works to reduce the social and environmental impact of apparel, footwear and textile production around the world by employing the Higg Factory Evaluation Module (“FEM”) which is an environmental assessment of supply chain factories shared among brands and industries. SAC has annual requirements and goals for its members to meet to keep the industry moving towards greater sustainability. Engaging our supply chain partners to participate in SAC is intended to result in more factories completing environmental and social assessments that are shared across the industry. This promotes standardized measurement for products and the supply chain and reduces redundancies among brands and factories performing audits of their sustainability practices.

We have continued to focus on the forced labor issues facing our industry and have reviewed our relationships in an attempt to protect against the use of forced labor in our supply chain. We formalized an internal cotton traceability program to further mitigate the risk of forced labor being used to produce product for us. This program includes enhancements to management systems, training, and tracking tools across our supply chain. To further bolster our programs against this risk, we engaged ORITAINTM, a third-party that uses forensic technology to trace materials back to their fiber origins. This traceability is essential to mitigating the risk that forced labor is used throughout the supply chain. We routinely engage with counsel and industry organizations with respect to regulatory developments to ensure our practices and procedures are aligning with the continually developing regulatory landscape. Combined with ORITAINTM’s technology and our internal management systems, we are working to mitigate these global supply chain risks. Additionally, with ORITAINTM’s help, we have begun exploring technology partners that can support us with tracing and tracking our total material usage. Taken together, we believe we have developed a strong approach and intend to continue to refine our oversight of our supply chain..

Protect Our Environment - We continue to work towards reducing our environmental impact by enacting sustainable fashion practices. We are working on determining our Scope 1 and Scope 2 baseline greenhouse gas (“GHG”) emissions for 2022 reporting based on the proposed rules set forth by the Securities and Exchange Commission in March 2022. Using this baseline, we intend to set strategic goals for reducing our GHG emissions from both a short-term and long-term perspective. We have engaged an industry-leading environmental consultancy to support our understanding our of GHG emissions and assist us in developing best practices to support our goal of reducing our environmental impact. Our focus includes (i) understanding the environmental impact made by our choices and how we can reduce those impacts in thoughtful and strategic ways without disrupting our business and (ii) fostering a culture of environmental understanding and accountability in all that we do.

We are making progress on our goal to use 100% recycled materials for all synthetic fibers by 2030 by working to set goals for adoption of more sustainable materials. We are exploring potential technology solutions to help us reach our goals.

Invest in Our Communities – G-III has a longstanding commitment to philanthropy and supporting communities in which we live and serve. We continue to maximize opportunities to give to and engage with our charitable partners. We are involved with various charitable organizations including Ronald McDonald House, Women In Need (“WIN”), UNCF, Delivering Good, Hetrick Martin Institute and City Harvest, in addition to supporting the new Social Justice Center at the Fashion Institute of Technology. We have also partnered with new programs to provide aid to people impacted by current events. This year, we supported the Ukrainian humanitarian crisis financially and through in-

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kind donations of our products. We also established a new internal committee, comprised of our employees, who are actively involved in developing and executing charitable initiatives across the organization. This committee has already strengthened our involvement with our charitable partners in new ways. G-III is committed to continuing its mission to help others in the community through corporate and employee donations and volunteerism.

Our work with our new consultants is expected to bring about greater change in this coming year as we continue to make progress on our core CSR principles: Engage Our People, Protect Our Environment and Invest in Our Community. They represent a commitment to the greater good and our role in the global community.

The Board of Directors has responsibility for our CSR efforts and is considering establishing a separate Board committee that would oversee our CSR efforts.

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COMPENSATION DISCUSSION AND ANALYSIS

Our Compensation Discussion and Analysis (CD&A) presents our executive compensation for fiscal 2023, describing how different components of compensation support our business objectives and how we determined the amounts of each component of compensation paid to our Named Executive Officers, or NEOs. In this Proxy Statement, references to a fiscal year refers to the year ended January 31 of that year.

CD&A Table of Contents

28

EXECUTIVE SUMMARY

36

Other Compensation Elements

28

Our Business Performance in Fiscal 2023

37

Employment Agreements

30

Our Pay Mix is Heavily Weighted Towards Incentive-Based Compensation

37

OTHER COMPENSATION AND GOVERNANCE PROGRAMS, POLICIES AND CONSIDERATIONS

30

Our Stockholder Outreach Initiative

37

Stock Ownership Guidelines

31

Our “Say on Pay” Results Last Year and Our Response

38

Clawback/Executive Incentive Compensation Recoupment Policy

32

Our Compensation Program Reflects Best Practices

38

Anti-Hedging Policy

33

ELEMENTS OF OUR COMPENSATION PROGRAM―WHAT WE PAY AND WHY

38

Anti-Pledging Policy

33

Our Compensation Philosophy

38

HOW WE MAKE COMPENSATION DECISIONS

33

Base Salary

38

The Role of the Compensation Committee

33

Annual Cash Incentives for Our Chairman and CEO and Our Vice Chairman and President

38

The Role of Management

34

Annual Cash Incentives for Our Other Named Executive Officers

38

The Role of Independent Compensation Consultants

35

Long-Term Incentives

39

The Role of Competitive Marketplace Practice

36

Timing of Equity Awards

39

The Consideration of Risk

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Executive Summary

During Fiscal 2023, the following individuals were our NEOs:

Name

Age

Title

Years with G-III

Morris Goldfarb

72

Chairman of the Board and Chief Executive Officer

49

Neal S. Nackman

63

Chief Financial Officer and Treasurer

19

Sammy Aaron

63

Vice Chairman and President

17

Jeffrey Goldfarb

46

Executive Vice President and Director of Strategic Planning

20

OUR BUSINESS PERFORMANCE IN FISCAL 2023

We navigated through significant headwinds during fiscal 2023, but we believe we are on the path to position the Company for future success.

Net Sales

$3.2B

Increased from $2.8B last year; compares to $3.2B three years ago pre-pandemic

Adjusted EBITDA*

$266M

Despite strong top-line performance, we faced supply chain challenges that impacted our profitability

Non-GAAP Net Income*

$139M

Compares to $208M last year

Non-GAAP Diluted Net Income Per Share*

$2.85

Compares to $4.20 last year

*Please see Appendix A for a reconciliation of Adjusted EBITDA, Non-GAAP Net Income and Non-GAAP Diluted Net Income Per Share to GAAP amounts.

Under the leadership of Morris Goldfarb, our Chairman and Chief Executive Officer, Sammy Aaron, our Vice Chairman and President, and our dedicated team of executive officers, G-III has successfully operated in fashion markets that are intensely competitive. Our ability to continuously evaluate and respond to changing consumer demands and tastes, across multiple market segments, distribution channels and geographic areas, is critical to our success.

Our Board believes the relative performance of our Common Stock, as measured by total stockholder return, is an important performance indicator. Despite strong operating performance, our stock price performance over the past three to five years has underperformed the S&P Textiles, Apparel & Luxury Goods Industry Index and the S&P 500 Index. We believe that our stockholders attribute this underperformance to the uncertainty related to the renewal of important licenses, challenges faced by our department store customers and our own retail stores, and the uncertainties of operating a business where we import a significant amount of our product from China. We are confident that the initiatives we are undertaking, described below, will build shareholder value.

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In May 2022, we acquired the remaining 81% interest in the iconic Karl Lagerfeld brand. The addition of the Karl Lagerfeld brand to our portfolio of owned brands advances several of our strategic initiatives, including increasing the direct ownership of brands, capitalizing on their licensing opportunities and further diversifying our global presence. This acquisition represents a significant opportunity to expand our international growth by further developing our European-based brands, which also include Vilebrequin and Sonia Rykiel. We believe that Karl Lagerfeld’s existing digital channel presence could enable us to enhance our omni-channel business and further accelerate our digital initiatives.

In November 2022, we announced the extension of the licenses for Calvin Klein and Tommy Hilfiger products. The amendments to the license agreements for these products provide for staggered extensions by category that expire beginning December 31, 2024 and continuing through December 31, 2027. PVH Corp., the owner of these two brands, has indicated that it intends to produce these products itself once the license agreements expire.

We have been actively pursuing a number of near-term growth initiatives across our current owned and licensed brands, as well as with respect to private label brands, including category, geographic and digital expansion. We are also directing resources toward new growth areas, including further leaning into building our own brands, broadening our European business, developing new licensing opportunities and continuing to acquire new businesses. Our team remains steadfast in its focus on executing our strategy for long-term value creation. We believe that our management team, led by Morris Goldfarb, our Chairman and CEO, and Sammy Aaron, our Vice Chairman and President, is best positioned to navigate these challenges and create the opportunity for significant shareholder value creation.

Near-term growth initiatives include:

Taking advantage of the strength of our owned Karl Lagerfeld and DKNY brands, as well as our European-based Vilebrequin and Sonia Rykiel brands, to continue to grow internationally;

Repositioning and expansion of the Donna Karan brand for Spring 2024;

Signing a new long-term, multi-category license for women’s apparel for the Nautica brand in North America with initial product offerings targeted for January 2024.

In addition to developing and expanding our DKNY and Donna Karan brands, focusing on our global power brands and expanding our international business, other strategic growth initiatives include:

Owning brands- We own a portfolio of proprietary brands including DKNY, Donna Karan, Karl Lagerfeld, Vilebrequin, Eliza J, Jessica Howard, G.H. Bass, Andrew Marc and Sonia Rykiel. Owning brands provides a number of advantages including higher operating margins, the ability to generate licensing revenues and building equity in these brands to benefit the long-term interests of our stockholders; and
Increasing digital channel opportunities- We are continuing to make changes to our business to address the additional challenges and opportunities created by the evolving role of the digital marketplace in the retail sector and expect to increase the sale of our products in an omni-channel environment. Our global power brands serve as the anchor of our business and position us to be the direct beneficiaries of this trend, whether by continuing to leverage our partnerships with the digital channel businesses operated by our licensors and major retailers to facilitate customer engagement or by building out our own digital capabilities.
Increasing our private label business - Through our overseas office and strong relationships with retailers, and brands, we have built a solid private label business which increased by 50% in fiscal 2023. Our private label customers include department store, specialty, off-price and club retailers and we recently expanded into mass retail.

We maintained a strong financial position with approximately $750 million of liquidity in cash and availability at fiscal year-end. We also repurchased $27 million of stock last year and authorized an increase to 10 million shares under our share repurchase program.

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OUR PAY MIX IS HEAVILY WEIGHTED TOWARDS INCENTIVE-BASED COMPENSATION

In fiscal 2023, our CEO and our Vice Chairman did not earn any cash bonuses, and bonuses to our other NEOs declined as well. As a result, 82% of our CEO’s compensation and more than 73% of the average compensation of our other NEOs in fiscal 2023 consisted of at-risk annual and long-term incentive compensation.

Graphic

OUR STOCKHOLDER OUTREACH INITIATIVE

G-III and its Board of Directors greatly value the opinions of its stockholders and have spent considerable time soliciting their views on a variety of topics, including executive compensation, our progress on board diversity and refreshment and our Corporate Social Responsibility initiatives. A summary of our recent outreach efforts is provided below:

Calendar Year

Percentage of Stockholders Invited to Engage

Percentage of Stockholders Choosing to Participate in Engagement

2023

88%

59%

2022

93%

70%

2021

89%

62%

2020

91%

59%

Our stockholder outreach has been led by our Lead Independent Director, who is also Chairman of our Compensation Committee. Our Chief Financial Officer, our Senior Vice President, Investor Relations and the Compensation Committee’s independent compensation consultant also participated in meetings with investors.

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OUR “SAY ON PAY” RESULTS LAST YEAR AND OUR RESPONSE

At last year’s Annual Meeting of Stockholders, a majority of our stockholders did not support our Say on Pay proposal despite the significant steps we took to reconfigure the compensation program in fiscal 2022. The major issues raised by our stockholders involved the contractual annual cash incentive formulas in effect for our Chairman and CEO and our Vice Chairman and President. We believe that the annual cash incentive formula, as evidenced by its application in fiscal 2023, is a reasonable performance metric that rewards results that meet or exceed our forecasts and provides for reduced or no annual cash incentive award when results are below our forecasts.  For fiscal 2023, the Company recorded a non-cash impairment charges of $347 million related to our write-down of goodwill resulting in the Company reporting a net loss of $138.2 million for fiscal 2023. Notwithstanding shareholders’ concerns regarding the use of our current cash incentive formula, as a result of the net loss reported by us for the year, Mr. Goldfarb and Mr. Aaron did not earn any cash bonuses for fiscal 2023. Their total compensation for fiscal 2023 as set forth in the Fiscal 2023 Summary Compensation Table is significantly less than their total compensation for fiscal 2022.

Neither the Board nor the Compensation Committee exercised discretion with respect to Mr. Goldfarb’s and Mr. Aaron’s compensation.  In addition, annual cash bonuses for our other NEOs were based on pre-established criteria.  On average, these cash bonuses declined by 22%.

Last year, the Compensation Committee successfully negotiated substantial changes to the annual cash incentives earned by our Chairman and CEO and our Vice Chairman and President for fiscal 2022 with both executives voluntarily agreeing to amend their employment agreements.

Mr. Goldfarb is eligible to receive approximately 6% of pre-tax income and Mr. Aaron is eligible to receive approximately 4% of pre-tax income as annual cash bonuses. Given record profitability in fiscal 2022, our CEO earned a cash bonus of $17,168,681 and our Vice Chairman and President earned a cash bonus of $11,207,333 for that fiscal year.  The Compensation Committee negotiated a cap on the amount of these cash bonuses, reducing Mr. Goldfarb’s cash bonus to $7,500,000 and Mr. Aaron’s cash bonus to $7,250,000.  

The remaining amounts were paid in stock and the stock awards were subject to significant holding periods of three years for our Chairman and CEO and one year for our Vice Chairman and President.  In lieu of the remaining portion of his cash bonus, Mr. Goldfarb received 415,704 shares valued at $12,167,656 on March 29, 2022. Based on the closing price of $16.12 for our common stock on April 17, 2023, the record date for the Annual Meeting, these shares are now worth $6,701,148. Mr. Aaron received 152,235 shares valued at $4,455,918. Based on the closing price of $16.12 for our common stock on April 17, 2023, these shares are now worth $2,454,028. We believe that the revisions to the manner in which the annual incentive for fiscal 2022 was paid to each of our Chairman and CEO and our Vice Chairman and President further aligned their interests with our stockholders.

After the significant voluntary amendment of these employment agreements failed to produce majority support for Say on Pay last year, it was determined that the contractual bonus arrangements were not merely compensation matters, but also constituted a corporate governance issue that the full Board needed to address.

The Board of Directors took the following steps:

An Ad Hoc Committee of independent directors was formed in August 2022 to review alternatives to the annual incentive arrangements in the employment agreements.
The Ad Hoc Committee retained a second independent compensation consulting firm to review the annual incentive arrangements, provide fresh thinking and define alternative approaches for compensation for Mr. Goldfarb and Mr. Aaron.
Based on the advice received from the compensation consultants, the Ad Hoc Committee presented several alternatives to the executives that were structured to bring their compensation in line with market practice.
The Board also informed the executives that if agreement on new compensation packages and amendments to the employment agreements were not reached, the current contracts would not be extended beyond their then current expiration dates, which were January 31, 2025 for Mr. Goldfarb and January 31, 2024 for Mr. Aaron.
If the agreements were not extended, Mr. Goldfarb’s cash bonus formula would continue to apply to fiscal 2023, 2024 and 2025 and Mr. Aaron’s cash bonus formula would continue to apply to fiscal 2023 and 2024.

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If the agreements were not extended and the executives’ employment terminated, severance benefits equal to three years of salary and bonus would be payable to Mr. Goldfarb, estimated at approximately $34.8 million. Severance benefits equal to two years of salary and bonus would be payable to Mr. Aaron, estimated at approximately $15.6 million.
The Compensation Committee intended to negotiate new compensation packages during this period.

As announced in November 2022, the Company’s licenses with PVH to manufacture the Calvin Klein and Tommy Hilfiger brands were amended to expire in fiscal 2025 through fiscal 2028. In addition, PVH indicated its intension to produce these products itself after the expiration of the terms of these licenses. As a result, the Company faces a significant decline over time in future revenues from these two major global brands.  

The Board determined that senior management continuity was paramount while the Company works to mitigate the impact of the license expirations on future operating results. We believe that the inability to secure long-term license renewals for Calvin Klein and Tommy Hilfiger created uncertainty and that our stockholders believe such uncertainty contributed to the significant decline in our stock price during the fourth quarter of fiscal 2023.  

We believe that the failure to extend the employment agreements shortly after the PVH announcement would have been interpreted as a vote of no confidence in senior management, creating more uncertainty for our retail partners, our vendors and our employees. The Board also believes that Mr. Goldfarb’s and Mr. Aaron’s proven track record for delivering results, significant experience and relationships across the industry are key to the Company’s strategy to replace the revenues that are expected to be lost over time as a result of the staggered expiration of the Calvin Klein and Tommy Hilfiger licenses.

Given the need for management continuity and strategic insight, it was decided that it was in the best interests of the Company to allow the extension of the employment agreements of Mr. Goldfarb and Mr. Aaron for another year. The Board believes this is the right decision to preserve and enhance shareholder value during this critical period.

OUR COMPENSATION PROGRAM REFLECTS BEST PRACTICES

Our compensation program incorporates excellent compensation governance practices that benefit our stockholders:

What We Do

What We Don’t Do

Graphic

We pay for performance and set rigorous goals for short-term and long-term incentives

Graphic

No overlapping metrics for annual cash incentives and long-term incentive awards

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Conduct extensive stockholder outreach

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No practices that could encourage excessive risk-taking

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Double trigger equity acceleration upon a change in control

Graphic

No repricing of underwater stock options without stockholder approval

Graphic

Anti-hedging and anti-pledging policies

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No guaranteed salary increases or annual cash incentives for NEOs

Graphic

Clawback policy

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No excise tax gross-ups upon a change in control

Graphic

Capped annual cash incentive payouts

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No tax gross-ups on perquisites or benefits

Graphic

Robust share ownership guidelines, with 50% share retention requirement until guidelines are met

Graphic

No excessive executive perquisites

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Annual Say on Pay vote

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Elements of Our Compensation ProgramWhat We Pay and Why

OUR COMPENSATION PHILOSOPHY

Our compensation program design enhances stockholder value in the following ways:

Belief in Pay for Performance. A substantial majority of compensation paid to our executives is variable and aligned with the short and long-term performance of G-III because a focus on the short-term leads to long-term success in the dynamic and fast-paced fashion business;
Focus on Annual Profitability. Our annual cash incentive compensation structure is oriented towards bottom-line results, fosters an entrepreneurial environment and empowers management with the flexibility to quickly make decisions that are responsive to ever-changing market conditions, a hallmark of the fashion business;
Alignment with Stockholders. Our long-term incentive program aligns the interests of our executive officers with those of our stockholders and supports maximum stockholder value creation; and
Competitive Packages. We believe the quality of our executive and management team is second to none. We compete with public and private apparel companies and other businesses for talent. As a result, we offer a competitive compensation program, which enables us to attract and retain highly qualified managerial and executive talent necessary to achieve our objectives.

BASE SALARY

Base salaries provide a competitive rate of fixed pay and help us to attract and retain executives needed to manage our business for the benefit of our stockholders. The Compensation Committee determines base salaries after considering the breadth and complexity of the role, tenure, individual performance and the competitive market for talent. None of our NEOs received a salary increase during fiscal 2023. The base salary of Morris Goldfarb has not been increased since fiscal 2009.

ANNUAL CASH INCENTIVES FOR OUR CHAIRMAN AND CEO AND OUR VICE CHAIRMAN AND PRESIDENT

The annual cash incentive arrangement for Mr. Goldfarb is codified in his employment agreement with us. This agreement was established in 1989. The annual cash incentive arrangement for Mr. Aaron was established in 2008 and mirrors Mr. Goldfarb’s annual cash incentive. It is codified in Mr. Aaron’s employment agreement with us.

The basic award opportunity is expressed as a percentage of pre-tax income (“PTI”) for each executive. Mr. Goldfarb is eligible to receive 6% of pre-tax income in excess of $2 million, subject to a cap equal to 150% of the amount payable for achieving our forecast for the year. Mr. Aaron is eligible to receive 4% of pre-tax income in excess of $2 million, also subject to a cap equal to 150% of the amount payable for achieving our forecast for the year. In addition, there is an accelerator that increases the bonus if actual results significantly exceed the forecast and a penalty if actual results are significantly below the forecast. The metric for the annual cash incentive is pre-tax income. This metric is fundamental to our success, and a critical measure of short-term performance. The annual cash incentive is performance-based and aligns directly with profitability, moving both up and down, and there are no redundant metrics.

The accelerator provides for an additional percentage of pre-tax income for performance that exceeds our forecast by more than 15%. Mr. Goldfarb receives an additional 2% of pre-tax income that is 15% in excess of our forecast up to 30% above our forecast and an additional 4% of pre-tax income that exceeds our forecast by more than 30%. Mr. Aaron receives an additional 1.33% of pre-tax income that is 15% in excess of our forecast up to 30% above our forecast and an additional 2.66% of pre-tax income that exceeds our forecast by more than 30%. Notwithstanding the accelerator provision, the annual cash incentive for each of Mr. Goldfarb and Mr. Aaron may not exceed the 150% cap described in the preceding paragraph.

The penalty reduces the percentage of pre-tax income awarded if actual pre-tax income is below our forecast by more than 15% up to 30% below forecast. The percentage of pre-tax income awarded to Mr. Goldfarb is reduced by 2% of pre-tax income that is 15% less than our forecast up to 30% below our forecast and reduced by 4% of pre-tax income that is more than 30% below our forecast. Similarly, the percentage of pre-tax income awarded to Mr. Aaron is reduced by 1.33% of pre-

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tax income that is 15% less than our forecast up to 30% below our forecast and reduced by 2.66% of pre-tax income that is more than 30% below our forecast. No annual cash incentive is payable to either executive if pre-tax income falls below a threshold amount calculated based on the formula for reducing the award if actual pre-tax income is below the forecast.

The pre-tax income goals for the annual cash incentives for Mr. Goldfarb and Mr. Aaron established by the Committee reflect our public guidance. Our guidance is thoroughly vetted and approved by our Audit Committee prior to the establishment of the target payout amounts by the Committee. For fiscal 2023, the Company recorded a non-cash impairment charge of $347.2 million related to the write-off of goodwill resulting in the Company reporting a net loss of $138.2 million for fiscal 2023. As a result of the application of the terms of the annual cash incentive arrangement to these results, Morris Goldfarb and Sammy Aaron did not earn an annual cash incentive for fiscal 2023.

ANNUAL CASH INCENTIVES FOR OUR OTHER NAMED EXECUTIVE OFFICERS

In years prior to fiscal 2022, the annual cash incentives awarded to our other NEOs were reviewed based on Company performance compared to plan and individual performance. This review was performed by the CEO and presented to the Compensation Committee for approval. The Committee acknowledges that stockholders were unclear about our disclosure with respect to the process, the specific performance metrics, and the weightings of the metrics. As a result, the Committee, in consultation with the CEO, created a more formulaic approach for these NEOs beginning in fiscal 2022. The performance result for the Management Oversight, Strategy, Acquisitions metric was determined by discussions between the CEO and the Compensation Committee.

Jeffrey Goldfarb heads our digital business and the licensing of Company-owned brands, as well as overseeing marketing strategy, sports licensing, international distribution and the legal department. He also serves as a senior advisor on acquisitions. In fiscal 2023, his target bonus was $2,500,000. 25% of his bonus depended on achieving or exceeding our forecasted Adjusted Pre-Tax Income. Since we failed to meet our forecast for fiscal 2023, Mr. Goldfarb did not earn a payout for that metric. We assigned the remaining amounts as follows: 30% to digital revenue, 30% to licensing revenue and 15% related to management of the various areas he oversees and to his advisory role with respect to acquisitions.

Executive

Metric

Weighting

Threshold

Target

Maximum

Actual Achievement

Fiscal 2023 Performance Result

(% of Target)

Jeffrey Goldfarb

Adjusted Pre-Tax Income vs Budget

25%

$230M

$287M

$209M

$209M

0%

Licensing Revenue Growth

30%

$35.5M

$44.4M

$53.3M

$54.1M

150%

Digital Revenue Growth

30%

$35.4M

$44.3M

$53.2M

$33M

0%

Management Oversight, Strategy, Acquisitions

15%

Awarded at 127% of target to recognize Mr. Goldfarb’s management oversight, contribution to our business strategy and to our successful acquisition of the Karl Lagerfeld brand.

127%

Blended Result:

64%

Target Award:

$2,500,000

Actual Award:

$1,600,000

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Neal Nackman, our Chief Financial Officer, has oversight responsibility for accounting, tax, investor relations and treasury and provides advice on capital allocation and acquisitions. In fiscal 2023, his target bonus was $1,500,000. 60% of his bonus depended on achieving or exceeding our forecasted Adjusted Pre-Tax Income. Since we failed to meet our forecast for fiscal 2023, Mr. Nackman did not earn a payout for that metric. The remaining 40% was based on his oversight of various departments, including accounting, tax, investor relations, treasury and his advice on capital allocation and acquisitions, including our successful acquisition of the Karl Lagerfeld brand.

Executive

Metric

Weighting

Threshold

Target

Maximum

Actual Achievement

Fiscal 2023 Performance Result

(% of Target)

Neal Nackman

Adjusted Pre-Tax Income vs Budget

60%

$230M

$287M

$209M

$209M

0%

Management Oversight, Strategy, Acquisitions

40%

Awarded at 125% of target to recognize Mr. Nackman’s management oversight, contribution to our business strategy and to our successful acquisition of the Karl Lagerfeld brand.

125%

Blended Result:

50%

Target Award:

$1,500,000

Actual Award:

$750,000

Because business priorities may change from year to year and because acquisitions or other investments could be significant in a given year, weightings and metrics will be adjusted going forward as necessary.

LONG-TERM INCENTIVES

We grant long-term incentive awards to our NEOs to align their interests with those of our stockholders by rewarding our executives for achieving long-term performance objectives and enhancing stockholder value. Equity grants subject to multi-year vesting also helps us retain executives in the highly competitive apparel industry.

After assessing investor feedback, the Compensation Committee undertook a comprehensive redesign of our long-term incentive program and, beginning in fiscal 2020, awarded performance share units (“PSUs”) contingent on three-year cumulative adjusted earnings before interest and taxes (“Adjusted EBIT”) and three-year average return on invested capital (“ROIC”).

In March 2022, the Committee awarded equity grants to our Chairman and CEO and our Vice Chairman and President that were 100% performance-based with a required 3-year cliff vesting. For the other NEOs, equity grants were 50% performance-based and 50% time-based, each with 3-year cliff vesting. The PSUs will enable the Named Executive Officers to receive shares of the Company’s common stock if and to the extent that the PSU awards vest based on the Company’s performance over three years against two metrics: Cumulative Adjusted EBIT (75% weighting) and ROIC (25% weighting).

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The actual number of PSUs that may vest depends on the performance level achieved relative to each metric and may range from zero up to 150% of the number of PSUs awarded in the table below.

Long-Term Incentives


Executive

Fiscal 2023 Award

Grant Date Fair Value

(in thousands)

3-year Cliff Vesting RSUs Awarded

PSUs Awarded

Morris Goldfarb

$4,500

0

143,221

Sammy Aaron

$3,000

0

95,481

Jeffrey Goldfarb

$1,500

23,870

23,870

Neal Nackman

$ 500

7,957

7,957

The Compensation Committee determined the value of the grants by analyzing the value of grants to peer company executives and assessing our results and long-term outlook. The value of the grant is intended to represent a meaningful portion of total compensation for each executive to align their interests with long-term business performance. For Morris Goldfarb and Sammy Aaron, the Committee sets the grant values below market compared to peer companies to recognize that these executives have higher cash compensation opportunities than are provided by peer companies. The Committee sets performance targets that it considers rigorous based on various company, industry, and economic forecasts. It is anticipated that only a portion of the outstanding PSUs will ultimately vest.

The Committee uses judgement to adjust the value of the grant up or down depending on performance results of the prior year. As a result, the value of the fiscal 2023 grant to Morris Goldfarb was increased by 11% compared to the prior year’s grant because fiscal 2022 profits resulted in a record-breaking year.

TIMING OF EQUITY AWARDS

We do not coordinate annual equity awards to our Named Executive Officers with the release of material non-public information. The Compensation Committee generally makes equity grants to existing employees on an annual basis. Equity grants to new hires or for promotions will generally are made as of the date of hire or promotion or the first business day of the month following the date of hire or promotion. The Compensation Committee retains the discretion to make grants at other times.

OTHER COMPENSATION ELEMENTS

BENEFITS

Our executives are eligible to participate in company benefit plans generally available to all of our employees, which include health, dental, life insurance, vision and disability plans. We also sponsor a voluntary 401(k) Employee Retirement Savings Plan that provides for a matching contribution equal to 100% of the first 3% of the participant’s contributed pay plus 50% of the next 2% of the participant’s contributed pay. We make an annual contribution of $100,000 to Mr. Goldfarb’s nonqualified deferred compensation account pursuant to his employment agreement that is designed to provide retirement benefits that exceed the limits on qualified plans imposed by the IRS.

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PERQUISITES

Consistent with our philosophy of attracting and retaining key executives, we offer perquisites to our NEOs, which we believe are consistent in type and amount with those paid by our competitors. We provide a supplemental life insurance policy to Mr. Goldfarb because it was negotiated as part of his employment agreement in 1989.

Graphic For additional information regarding perquisites paid to our executive officers, please see footnote 3 to the Fiscal 2023 Summary Compensation Table below.

EMPLOYMENT AGREEMENTS

We have entered into employment agreements with each of Morris Goldfarb, Sammy Aaron and Jeffrey Goldfarb, and executive transition agreements with each of Neal Nackman and Jeffrey Goldfarb, which agreements require us to make payments and provide benefits to them in the event of a termination of employment in connection with a change in control or under certain other circumstances.

The apparel business is highly competitive, and we use employment and executive transition agreements to retain our executive officers and achieve our objectives for management continuity. Our employment and executive transition agreements also specify competitive severance benefits designed to minimize negotiation with executives in the event a termination of employment should occur and ensure continued focus on the business if a change of control occurs. Finally, our employment agreements contain covenants which prevent our executive officers from soliciting our customers and employees and disclosing confidential information about our business plans and practices.

Graphic For more information about our employment agreements see “Executive Compensation Tables—Fiscal 2023 Summary Compensation Table—Morris Goldfarb Employment Agreement”, “—Sammy Aaron Employment Agreement” and “—Jeffrey Goldfarb Employment Agreement” and “Potential Payments Upon Termination or Change-in-Control” in this Proxy Statement.

Other Compensation and Governance Programs, Policies and Considerations

STOCK OWNERSHIP GUIDELINES

We have adopted robust stock ownership guidelines for our directors and our Named Executive Officers. These guidelines foster an alignment of the interests of our executive officers with those of our stockholders, promote an ownership culture and long-term perspective among our executives, and act as a form of risk mitigation.

Named Executive Officers and our directors who are also our employees must retain shares with a value denominated as a multiple of base salary as follows:

Executive

  

  

Multiple of Base Salary

Chief Executive Officer

 

6x

Vice Chairman

 

2x

All Other Named Executive Officers and Directors who are Employees

 

1x

Each non-employee director must retain shares valued at five times his or her annual cash retainer for service as a director of G-III. Until executive officers and directors achieve the required guideline, they are required to retain 50% of the net shares obtained from the vesting of restricted stock units or from the exercise of stock options. Shares owned outright and shares held in trust count towards satisfaction of these guidelines; unearned performance shares and unexercised options do not. The Compensation Committee may, in its sole discretion, and in limited instances, grant exceptions to these guidelines. No such exception was granted in fiscal 2023. All our NEOs and directors comply with these guidelines, except

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for Robert L. Johnson, who was initially elected as a director in September 2020, and Patti H. Ongman, who was elected as a director in March 2022, each of whom is making progress towards the guidelines.

CLAWBACK/EXECUTIVE INCENTIVE COMPENSATION RECOUPMENT POLICY

Beginning with fiscal 2014, if G-III is required to prepare an accounting restatement, the Compensation Committee may, in its sole discretion, recoup from the affected officers all or part of any annual performance-based bonus or long-term incentive awards that were predicated upon the achievement of financial results that were subsequently restated.

ANTI-HEDGING POLICY

Our directors, executives and other employees are prohibited from engaging in transactions designed to limit or eliminate economic risks from owning G-III’s stock, such as transactions involving any form of margin arrangement, short sales and/or dealing in puts and calls of G-III’s stock.

ANTI-PLEDGING POLICY

Our directors, executives and other employees are generally prohibited from pledging shares of our stock as collateral for any loan or margin account. None of our executives has pledged shares of our stock. The Board may, in its sole discretion and in limited instances, grant exceptions to this policy after considering the number of shares to be pledged as a percentage of the executive’s total shares held and G-III’s total shares outstanding.

How We Make Compensation Decisions

THE ROLE OF THE COMPENSATION COMMITTEE

Our Compensation Committee is responsible for determining the compensation of our executive officers and for evaluating and establishing the overall structure and design of our compensation program.

The Compensation Committee consults with our Chairman and CEO in connection with making its determinations regarding compensation of our other NEOs and relies to a considerable extent on his evaluation of each executive’s performance and his recommendations regarding the amount and mix of the total compensation paid to these executives.

THE ROLE OF MANAGEMENT

Our Chairman and CEO annually makes recommendations on the amount and mix of the total compensation of other NEOs to the Compensation Committee. Our Chairman and CEO is not involved in the determination of his own compensation.

THE ROLE OF INDEPENDENT COMPENSATION CONSULTANTS

The Compensation Committee retained Compensation Advisory Partners (“CAP”) to serve as its independent advisor on executive compensation and corporate governance matters beginning in fiscal 2019. CAP is a nationally recognized executive compensation consultancy and serves as the Committee’s independent advisor on executive compensation and corporate governance matters. In fulfilling these responsibilities, CAP assisted the Committee with its redesign of G-III’s executive compensation program by providing insight and analysis of compensation programs and incentives used by G-III’s peers and other public companies, trends in executive compensation and corporate governance, and the evolving policies and procedures of proxy advisory services firms. CAP also assisted with respect to G-III’s stockholder outreach initiative.

In fiscal 2023, the Compensation Committee also retained Pay Governance to review and provide alternatives to the annual incentive compensation formulas codified in the employment agreements with our Chairman and CEO and our Vice Chairman and President.

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The Compensation Committee retains sole responsibility for engaging any compensation advisor and meets with its advisor, as needed, in the Committee’s sole discretion. Each of CAP and Pay Governance has not performed any services other than executive and director compensation and related corporate governance consulting for G-III and performed its services only on behalf of and at the direction of the Committee. Prior to engaging CAP and Pay Governance, the Committee reviewed the factors related to consultant independence and determined that no conflict of interest exists.

THE ROLE OF COMPETITIVE MARKETPLACE PRACTICE

The Compensation Committee periodically reviews the compensation design features and executive pay levels of companies that are comparable to G-III to ensure that our programs are competitive. While the Compensation Committee reviews this information, this process serves as one reference point among others. In making determinations regarding our compensation and related governance programs and pay levels, the Compensation Committee also considers our short- and long-term strategic objectives, individual performance, scope of responsibilities, retention concerns, and previously negotiated contractual obligations.

Our peer companies were selected based on the following parameters:

Appropriately sized companies with revenues ranged from approximately 0.5 to 2 times those of G-III;
Companies operating in the apparel and retail industries with a focus on accessible luxury brands; and
Companies from the comparator groups used by our comparators and by stockholder advisory groups.

The companies in our pay peer group include:

Capri Holdings Limited

Fossil Group, Inc.

Steven Madden, Ltd.

Carter’s Inc.

Lululemon Athletic, Inc.

Tapestry, Inc.

Columbia Sportswear Co.

Ralph Lauren Corp.

Under Armour, Inc.

Deckers Outdoor Corp.

Skechers USA, Inc.

Wolverine World Wide, Inc.

In addition, the Committee reviewed two additional companies which were too large to serve as pay comparators but are sources for practice peer competitive intelligence regarding pay design and practices. The additional companies are:

PVH Corp.

VF Corp.

The median annual revenues of the companies in our pay level peer group are $4.4 billion for a trailing 12-month period compared to $3.2 billion for G-III in fiscal 2023.

THE CONSIDERATION OF RISK

The Compensation Committee considers risk in its deliberations regarding pay levels and practices and believes that G-III’s compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on G- III.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management, and based upon such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

Compensation Committee

Richard White, Chairman

Patti H. Ongman

Laura Pomerantz

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EXECUTIVE COMPENSATION TABLES

FISCAL 2023 SUMMARY COMPENSATION TABLE

The following table sets forth information concerning the total compensation paid to or earned by our Chief Executive Officer, Chief Financial Officer and each of the three other most highly compensated executive officers (collectively, “Named Executive Officers”, individually, a “Named Executive Officer”), based on fiscal 2023 total compensation. The table sets forth compensation information for the last three completed fiscal years ended January 31 in each year for services in all capacities to us and our subsidiaries.

  

  

  

  

  

  

  

  

Change in

  

  

Pension

Value and

Non-Equity

Nonqualified

Stock

Option

Incentive Plan

Deferred

All Other

Name and

Years of

Fiscal

Bonus

Awards

Awards

Compensation

Compensation

Compensation

Principal Position

Service (1)

Year

Salary ($)

($)

($)(2)

($)

($)

 

($)

($)(3)

Total ($)

Morris Goldfarb

49

2023

1,000,000

4,499,972

290,888

5,790,860

Chairman of the Board and Chief Executive Officer

2022

1,000,000

16,167,626

7,500,000

275,152

24,942,778

2021

461,538

5,000,000

3,682,500

286,616

9,430,654

Neal S. Nackman

19

2023

750,000

499,955

750,000

24,800

2,024,755

Chief Financial Officer and Treasurer

2022

553,654

1,000,000

360,000

12,072

1,925,726

2021

392,308

450,000

441,900

19,652

1,303,860

Sammy Aaron

17

2023

950,000

2,999,982

55,632

4,005,614

Vice Chairman and President

2022

760,000

7,122,565

7,250,000

40,309

15,172,874

2021

346,154

3,335,000

2,455,000

45,666

6,181,820

Jeffrey Goldfarb

18

2023

950,000

1,499,991

1,600,000

35,475

4,085,466

Executive Vice President and Director of Strategic Planning

2022

760,000

2,000,000

999,977

22,899

3,782,876

2021

588,462

1,000,000

1,104,750

36,451

2,729,663

(1)This represents service with us in all capacities but excludes prior service with companies acquired by G-III.

(2)The amounts reflect the full grant date fair value of PSUs or RSUs under Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”) awarded to the Named Executive Officers in the applicable fiscal year, and for Morris Goldfarb and Sammy Aaron, the grant date fair value of stock awarded in lieu of cash for their respective annual cash incentives in March 2022. For a discussion of valuation assumptions, see Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended January 31, 2023.

(3)All Other Compensation includes the following:

    

    

    

Matching

    

    

Life Insurance

Contribution to

Fiscal

Premiums

401(k) Plan

Name

Year

(a)

(b)

Perquisites

Total

Morris Goldfarb

2023

138,900

12,200

139,788

(c)

290,888