Proxy Statement (Form DEF 14A)

Filed by the Registrant ☒

 

 

Filed by a party other than the Registrant  ☐

 ☐

 

 

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 under §240.14a-12

☒

 

 

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

 

 

 

 

650 From Road, Ste. 375

Paramus, New Jersey 07652-3556

 

 

 

 

 

 

 

 

 

 

1.

 

 

To elect eight directors to serve on the Board of Directors until the next Annual Meeting and until their successors are elected and qualified.

 

 

2.

 

 

To ratify the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2027.

 

 

3.

 

 

To approve, on an advisory basis, the compensation of the Company's named executive officers, as described in the proxy statement under "Executive Compensation."

 

 

4.

 

 

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

 

 

 

 

 

 

 

 

 

 

 

Your vote is important.

Regardless of whether you plan to attend the Annual Meeting, please follow the instructions you received to vote your shares as soon as possible, to ensure that your shares are represented at the Annual Meeting. Shareholders of record, or beneficial shareholders named as proxies by their shareholders of record, who attend the meeting may vote their shares during the meeting, even though they have sent in proxies or voted online.

 

 

 

 

 

 

 

 

Some Questions You May Have Regarding This Proxy Statement

 

 

1

Security Ownership of Certain Beneficial Owners and Management

 

 

5

Proposal 1 - Election of Directors

 

 

7

The Board of Directors and Corporate Governance

 

 

11

Executive Officers

 

 

17

Executive Compensation

 

 

19

A Letter from the Chair of the Compensation and Human Capital Committee

 

 

19

Compensation Discussion and Analysis

 

 

21

Fiscal 2026 Highlights

 

 

21

Role of the Compensation and Human Capital Committee

 

 

23

Compensation Objectives

 

 

23

Setting Executive Compensation

 

 

24

Fiscal 2026 Executive Compensation Components

 

 

24

Tax and Accounting Implications

 

 

27

Compensation and Human Capital Committee Report

 

 

28

Summary Compensation Table for Fiscal 2026

 

 

29

Grants of Plan-Based Awards in Fiscal 2026

 

 

30

Outstanding Equity Awards at Fiscal 2026 Year-End

 

 

31

Option Exercises and Stock Vested During Fiscal 2026

 

 

32

Nonqualified Deferred Compensation

 

 

32

Potential Payments on Termination or Change in Control

 

 

34

Pay Ratio Disclosure

 

 

36

Pay Versus Performance

 

 

37

Director Compensation

 

 

41

Certain Relationships and Related Transactions

 

 

42

Equity Compensation Plan Information

 

 

43

Report of the Audit Committee of the Board of Directors

 

 

44

Audit-Related Fees, Tax Fees and all Other Fees

 

 

45

Proposal 2 - Ratification of Appointment of Accountants

 

 

46

Proposal 3 - Advisory Approval of Executive Compensation

 

 

47

Delinquent Section 16(a) Reports

 

 

48

Other Matters

 

 

49

1.

The election of eight directors to serve on the Board of Directors;

2.

The ratification of the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2027; and

3.

The approval, on an advisory basis, of the compensation of the Company's named executive officers, as described in the proxy statement under "Executive Compensation."

1.

FOR the election of each of the director nominees;

2.

FOR the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2027; and

3.

FOR the approval, on an advisory basis, of the compensation of the Company's named executive officers, as described in the proxy statement under "Executive Compensation."

•

view proxy materials for the Annual Meeting via the Internet; and

•

instruct the Company to send future proxy materials to you by email.

•

providing another proxy, or using any of the available methods for voting, with a later date;

•

notifying the Company's Secretary in writing before the Annual Meeting that you wish to revoke your proxy; or

•

voting at www.virtualshareholdermeeting.com/MOV2026 during the Annual Meeting.

 

 

 

 

 

 

 

 

 

 

 

 

 

Name of Beneficial Owner

 

 

Shares of Class A

Common Stock

Beneficially

Owned⁽¹⁾

 

 

Shares of

Common Stock

Beneficially

Owned⁽¹⁾

 

 

Percent of Outstanding Shares of

Capital Stock

 

 

Class A

Common

Stock⁽¹⁾

 

 

Common

Stock⁽¹⁾

 

 

Percent of

Total Voting

Power⁽¹⁾

 

 

BlackRock Inc.⁽²⁾

 

 

-

 

 

1,123,289

 

 

*

 

 

6.88%

 

 

1.39%

 

 

Royce & Associates, LP⁽³⁾

 

 

-

 

 

1,052,461

 

 

*

 

 

6.44%

 

 

1.30%

 

 

Dimensional Fund Advisors LP⁽⁴⁾

 

 

-

 

 

861,123

 

 

*

 

 

5.27%

 

 

1.06%

 

 

Goldman Sachs Asset Management, L.P.⁽⁵⁾

 

 

 

 

850,626

 

 

*

 

 

5.21%

 

 

1.05%

 

 

Peter A. Bridgman

 

 

-

 

 

57,013

 

 

*

 

 

*

 

 

*

 

 

Sallie A. DeMarsilis⁽⁶⁾

 

 

-

 

 

168,897

 

 

*

 

 

1.03%

 

 

*

 

 

Alexander Grinberg⁽⁷⁾

 

 

388,420

 

 

77,796

 

 

6.02%

 

 

*

 

 

4.90%

 

 

Efraim Grinberg⁽⁸⁾

 

 

5,353,718

 

 

502,952

 

 

82.93%

 

 

3.08%

 

 

66.81%

 

 

Alan H. Howard

 

 

-

 

 

78,273

 

 

*

 

 

*

 

 

*

 

 

Richard Isserman

 

 

-

 

 

29,241

 

 

*

 

 

*

 

 

*

 

 

Michelle Kennedy

 

 

-

 

 

6,516

 

 

*

 

 

*

 

 

*

 

 

Ann Kirschner

 

 

-

 

 

27,046

 

 

*

 

 

*

 

 

*

 

 

Maya Peterson

 

 

-

 

 

21,435

 

 

*

 

 

*

 

 

*

 

 

Stephen Sadove

 

 

-

 

 

41,864

 

 

*

 

 

*

 

 

*

 

 

Behzad Soltani⁽⁹⁾

 

 

-

 

 

164,819

 

 

*

 

 

1.01%

 

 

*

 

 

Mitchell C. Sussis⁽¹⁰⁾

 

 

-

 

 

42,859

 

 

*

 

 

*

 

 

*

 

 

All executive officers, directors and director nominees as a group (12 persons)⁽¹¹⁾

 

 

5,655,655

 

 

1,187,285

 

 

87.61%

 

 

7.27%

 

 

71.39%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*

Denotes less than one percent

(1)

Although each share of Class A Common Stock is convertible at any time into one share of Common Stock, the shares of Common Stock shown as beneficially owned by each of the persons or groups listed in the table above do not include the shares of Common Stock deemed to be beneficially owned by such persons or groups as a result of beneficial ownership of shares of Class A Common Stock, which shares are shown in a separate column. The percentage of outstanding shares of Common Stock shown as beneficially owned by each of the persons or groups in the table above is shown on the same basis. In calculating the percent of total voting power held by each person or group, the voting power of shares of Common Stock (one vote per share) and Class A Common Stock (10 votes per share) has been aggregated. Except as otherwise indicated, the persons listed have advised the Company that they have sole voting power and sole dispositive power with respect to the shares of Class A Common Stock and of Common Stock indicated as owned by them.

(2)

On April 17, 2025, in a filing on Schedule 13G under the Exchange Act, BlackRock Inc. reported beneficial ownership as of March 31, 2025, of 1,123,289 shares of Common Stock. It reported having sole voting power as to 1,100,867 of such shares, shared voting power as to none of such shares, and sole dispositive power as to all of such shares. It also reported that all of the shares of Common Stock that it beneficially owns were acquired in the ordinary course of business and not for the purpose or with the effect of changing or influencing control of the Company, or in connection with any transaction having such purpose or effect. The address of BlackRock Inc. is 50 Hudson Yards, New York, NY 10001. This Schedule 13G filing is BlackRock Inc.'s most recent filing in respect of the Company as of the date of this proxy statement.

(3)

On January 20, 2026, in a filing on Schedule 13G under the Exchange Act, Royce & Associates, LP ("R&A") reported beneficial ownership as of December 31, 2025, of 1,052,461 shares of Common Stock, as to all of which it has sole dispositive power and sole voting power. R&A reported that all of such shares were acquired in the ordinary course of business and not for the purpose or with the effect of changing or influencing control of the Company, or in connection with any transaction having such purpose or effect. R&A's address is One Madison Avenue, New York, NY 10010.

(4)

On January 21, 2026, in a filing on Schedule 13G under the Exchange Act, Dimensional Fund Advisors LP ("DFA") reported beneficial ownership as of December 31, 2025, of 861,123 shares of Common Stock, as to all of which it has sole dispositive power and as to 843,395 shares of which it has sole voting power. DFA also reported that all of such shares were acquired in the ordinary course of business and not for the purpose or with the effect of changing or influencing control of the Company, or in connection with any transaction having such purpose or effect. The address of DFA is Building One, 6300 Bee Cave Road, Austin, TX 78746.

(5)

On November 13, 2025, in a filing on Schedule 13G under the Exchange Act, Goldman Sachs Asset Management, L.P. ("GSAM") reported beneficial ownership as of September 30, 2025, of 850,626 shares of Common Stock, as to which it reported having shared voting power in respect of 844,091 shares and shared dispositive power in respect of all of such shares. GSAM reported that all of such shares were acquired in the ordinary course of business and not for the purpose or with the effect of changing or influencing control of the Company, or in connection with any transaction having such purpose or effect. GSAM's address is 200 West Street New York, NY 10282.

(6)

The total number of shares of Common Stock reported as beneficially owned by Ms. DeMarsilis includes 126,493 shares which she has the right to acquire by the exercise of options under the Company's Stock Plan.

(7)

The total number of shares of Class A Common Stock beneficially owned by Mr. A. Grinberg includes 75,191 shares of Class A Common Stock and 25,000 shares of Common Stock owned by the Grinberg Family Foundation. As one of three directors of the Grinberg Family Foundation (along with Mr. E. Grinberg and their sister Miriam Phalen), Mr. A. Grinberg may be deemed to have shared voting and dispositive power over the shares owned by such foundation. Mr. A. Grinberg's total also includes 11,292 shares of Class A Common Stock and 6,426 shares of Common Stock held by a trust for the benefit of Mr. A. Grinberg of which Mr. A. Grinberg is co-trustee with Mr. E. Grinberg and Susan Teicher and over which Mr. A. Grinberg may therefore be deemed to have shared voting and dispositive power. Mr. A. Grinberg disclaims beneficial ownership as to the shares of Class A Common Stock and Common Stock held by the trust of which he is a trustee and the foundation for which he is a director, except, in each case, to the extent of his pecuniary interest therein. In addition, Mr. A. Grinberg is a limited partner in Grinberg Partners L.P. ("GPLP"), a Delaware limited partnership that owns 3,055,640 shares of Class A Common Stock, and is also the trustee of a grantor annuity trust that is a limited partner in Grinberg Partners II L.P. ("GPLPII"), a Delaware limited partnership that owns 189,381 shares of Class A Common Stock. However, the 3,245,021 combined shares of Class A Common Stock owned by GPLP and GPLPII are not included in Mr. A. Grinberg's total in this beneficial ownership table since voting and dispositive power over these shares is controlled by Grinberg Group Partners, a Delaware general partnership ("GGP") that is the general partner of GPLP and GPLPII.

(8)

Of the shares of Common Stock reported as beneficially owned by Mr. E. Grinberg: 255,122 are shares which Mr. E. Grinberg has the right to acquire by the exercise of options under the Company's Stock Plan; 6,425 are shares of Common Stock held by a remainder trust for the benefit of Mr. E. Grinberg ("EG Remainder Trust"), for which trust Mr. E. Grinberg is co-trustee together with Susan Teicher with whom he shares voting and dispositive power; 12,852 are shares of Common Stock held by remainder trusts for the benefit of Miriam Phalen and Mr. A. Grinberg ("MP/AG Remainder Trusts"), for which trusts Mr. E. Grinberg is co-trustee together with Susan Teicher and Ms. Phalen or Mr. A. Grinberg, as the case may be, and over which shares Mr. E. Grinberg may therefore be deemed to have shared voting and dispositive power; 20,000 are shares of Common Stock held by the Efraim Grinberg Family Foundation for which Mr. E. Grinberg is one of two directors (the other being Susan Teicher) with shared voting and dispositive power; and 25,000 are shares of Common Stock held by the Grinberg Family Foundation. Mr. E. Grinberg is one of three directors of the Grinberg Family Foundation (along with Ms. Phalen and Mr. A. Grinberg) and therefore may be deemed to have shared voting and dispositive power over the shares owned by that foundation. Included in Mr. E. Grinberg's total number of shares of Class A Common Stock are: an aggregate of 563,306 shares held by several trusts for the benefit of Mr. E. Grinberg's siblings and himself, of which trusts Mr. E. Grinberg is sole trustee; and 171,285 shares held by three testamentary trusts for the benefit of the children of Mr. E. Grinberg's siblings, of which trusts he is sole trustee. As sole trustee of the foregoing trusts, Mr. E. Grinberg has sole investment and voting power with respect to the Class A Common Stock held in such trusts. In addition, the number of shares of Class A Common Stock reported for Mr. E. Grinberg also includes: an aggregate of 862,940 shares held by several trusts for the benefit of Mr. E. Grinberg's siblings and himself; 855 shares held by a trust for the benefit of Mr. E. Grinberg's nephew; and 11,291 shares held by the EG Remainder Trust. Mr. E. Grinberg is co-trustee with Susan Teicher for each of these trusts and, as co-trustee, Mr. E. Grinberg has shared voting and dispositive power, together with Ms. Teicher, with respect to the Class A Common Stock held in such trusts. The number of shares of Class A Common Stock reported for Mr. E. Grinberg also includes 22,584 shares held by the MP/AG Remainder Trusts. The total number of shares of Class A Common Stock beneficially owned by Mr. E. Grinberg also includes 3,055,640 shares owned by GPLP, 189,381 shares owned by GPLPII, 75,191 shares owned by the Grinberg Family Foundation and 23,000 shares owned by the Efraim Grinberg Family Foundation. As the managing partner of GGP (the general partner of GPLP), Mr. E. Grinberg shares with GGP and GPLP voting and dispositive power with respect to the 3,055,640 shares of Class A Common Stock held directly by GPLP. As the managing partner of GGP (the general partner of GPLPII), Mr. E. Grinberg also shares voting and dispositive power with GGP and GPLPII with respect to the 189,381 shares of Class A Common Stock held directly by GPLPII. Mr. E. Grinberg disclaims beneficial ownership as to the shares of Class A Common Stock and Common Stock held by GPLP, GPLPII, the trusts of which he is a trustee and the foundations for which he is a director, except, in each case, to the extent of his pecuniary interest therein.

(9)

The total number of shares of Common Stock reported as beneficially owned by Mr. Soltani includes 146,322 shares which he has the right to acquire by the exercise of options under the Company's Stock Plan.

(10)

The total number of shares of Common Stock reported as beneficially owned by Mr. Sussis includes 31,527 shares which he has the right to acquire by the exercise of options under the Company's Stock Plan.

(11)

Excludes double counting of shares deemed to be beneficially owned by more than one person.

 

 

 

 

The Board of Directors recommends that shareholders vote FOR the election of the nominees listed below.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name

 

 

Age

 

 

Director

Since

 

 

Position

 

 

Peter A. Bridgman

 

 

74

 

 

2014

 

 

Director and Audit Committee Chair

 

 

Alex Grinberg

 

 

63

 

 

2011

 

 

Senior Vice President Customer Experience; Director

 

 

Efraim Grinberg

 

 

68

 

 

1988

 

 

Chair of the Board of Directors and Chief Executive Officer; Director

 

 

Alan H. Howard

 

 

66

 

 

1997

 

 

Lead Director and Compensation and Human Capital Committee Chair

 

 

Richard Isserman

 

 

91

 

 

2005

 

 

Director

 

 

Ann Kirschner

 

 

75

 

 

2019

 

 

Director and Nominating, Governance and Corporate Responsibility Committee Chair

 

 

Maya Peterson

 

 

46

 

 

2022

 

 

Director

 

 

Stephen Sadove

 

 

74

 

 

2018

 

 

Director

 

 

 

 

 

 

 

 

 

 

 

 

 

Peter A.

Bridgman

Director and Audit Committee Chair | Age: 74 | Director since: 2014

Peter A. Bridgman served as Senior Vice President and General Auditor at PepsiCo Inc. before his election to the Board of Directors of the Company in February 2014. From 2000 to 2011, Mr. Bridgman was SVP and Controller at PepsiCo Inc., during which time he led the financial reporting and control functions for the $67 billion global consumer products company, ensuring best practice governance and regulatory compliance around the world. From 1992 to 2000, Mr. Bridgman served as SVP and Controller of Pepsi Bottling Group and from 1985 to 1992, he held positions of increasing responsibility at Pepsi International. Prior to that, Mr. Bridgman spent 12 years at KPMG where he had global client audit responsibilities. Mr. Bridgman served on the board of Alltel Corporation, a $10 billion wireless provider acquired by Verizon in 2009, and Pepsi Bottling Ventures, an $800 million private beverage manufacturer. He received a B.S. in Economics and Accounting from Bristol University in England, and is both a Certified Public Accountant in the United States and a Chartered Accountant in England.

 

Mr. Bridgman's extensive experience in financial reporting and internal control and his background in public accounting qualify him for service on our Board of Directors and provide the Board of Directors with additional expertise in these areas.

Alex

Grinberg

Senior Vice President Customer Experience; Director | Age: 63 | 

Director since: 2011

Alex Grinberg joined the Company in December 1994 as a territory manager for the Movado brand and was promoted to Vice President of International Sales for the Concord brand in June 1996. From February 1999 through October 2001 he was stationed in Asia, developing Movado Group brands in Hong Kong and Japan. Beginning in November 2001 he held a number of positions of increasing responsibility within the Concord brand in the United States until November 2010, when he was appointed Senior Vice President of Customer/Consumer Centric Initiatives. In 2020, Mr. Grinberg was appointed Senior Vice President of Customer Experience with responsibility for developing and implementing strategies to improve customer experience and recommending best practices to ensure that Company decisions align with our customers' needs.

 

Mr. A. Grinberg's many years with the Company, during which time he has held a number of positions in sales and brand management, and his international experience, make him well qualified for service on the Board of Directors.

Efraim

Grinberg

Chair of the Board of Directors and Chief Executive Officer; Director | Age: 68 | 

Director since: 1988

Efraim Grinberg has served as Chair of the Board of Directors and the Company's Chief Executive Officer since 2009. Mr. E. Grinberg's more than three decades of experience in the watch industry and in a variety of positions at the Company during this period of its growth provides him with extensive knowledge of the Company's brands, markets, competitors, customers and other aspects of its business and the industry as a whole and qualifies him for service on the Board of Directors.

 

Additional biographical information regarding Mr. E. Grinberg can be found under "Executive Officers," below.

Alan

Howard

Lead Director and Compensation and Human Capital Committee Chair | Age: 66 | 

Director since: 1997

Alan Howard is the Managing Partner of Heathcote Advisors LLC, which he formed in March 2008 and which provides financial advisory services as well as makes principal investments. Since February 2025, Mr. Howard has also served as senior advisor at LSH Partners Securities LLC, a boutique investment bank based in New York City. Since June 2025, Mr. Howard has also served as an Advisor to the CEO and Board of Persado Inc. Since April 2022, Mr. Howard has served on the board of directors of New England Expert Technologies, Inc., a privately held company that manufactures complicated, close tolerance parts and assemblies, where he was named Chair of the Board in 2025. Since April 2018, Mr. Howard has served on one of the group boards of directors of the BNY Mellon Family of Funds (formerly The Dreyfus Family of Funds) for a number of equity, fixed income and derivative funds managed by investment advisor BNY Mellon Investments, where he also serves as chair of the audit committee and a member of the joint fund governance advisory committee. Since August 2024, Mr. Howard has also served on the board of directors and as chair of the audit committee of Siddhi Acquisition Corp (NASDAQ: SDHI), a special purpose acquisition company. From March 2020 through April 2021, Mr. Howard also served on the board of directors of Diamond Offshore Drilling (NYSE: DO), a global provider of contract drilling services to the energy industry, where he also served as Lead Director and chair of the audit committee as well as a member of the executive and finance committees. From 2012 through 2019, Mr. Howard was a member of the board of directors of Dynatech/MPX Holdings LLC, a global supplier and service provider of U.S. military aircraft parts, and served as Chief Executive Officer of Dynatech International LLC and later Vice Chairman. Mr. Howard worked in private equity and advised hedge funds and asset managers during the financial crisis of 2008 through 2010. From June 2006 through July 2007, Mr. Howard was a Managing Director of Greenbriar Equity Group LLC, a private equity firm. Prior to June 2006, Mr. Howard was a Managing Director of Credit Suisse First Boston LLC, an international financial services firm which he joined in 1986.

 

Mr. Howard's broad experience in corporate governance, organizational management and investment banking make him well qualified for service on the Board of Directors.

Richard Isserman

Director | Age: 91 | Director since: 2005

Richard Isserman had a distinguished career of nearly 40 years with KPMG LLP and, for 26 years, served as Audit Partner in KPMG's New York office. He also led KPMG's real estate audit practice in New York and was a member of the firm's SEC Reviewing Partner's Committee.

 

Mr. Isserman retired from KPMG in June 1995. He is a licensed New York State CPA. Based on his years of demonstrated leadership in the field of public accounting, Mr. Isserman provides our Board of Directors with in-depth knowledge and experience in financial, accounting and risk management issues.

Ann

Kirschner

Director and Nominating, Governance and Corporate Responsibility Committee Chair | Age: 75 | Director since: 2019

Ann Kirschner is an educator, consultant, and writer. Since 2006 she has been associated with The City University of New York, where she currently serves as university professor, having previously served as interim president of Hunter College, Dean of Macaulay Honors College, and Strategic Advisor to the Chancellor. Ms. Kirschner is also President and Founder of Comma Communications, which provides advisory services for institutions and organizations focused on innovation in media, technology, and education. A pioneer in digital technology and media and a veteran of four start-ups in cable, satellite, and online, she was the first digital strategist for the National Football League, where she launched NFL.COM and NFL SUNDAY TICKET. Ms. Kirschner is Senior Advisor to the Presidents of Arizona State University (ASU) and the University of California. She serves on the board of Strategic Cyber Ventures and on the management committee of Arizona State University's EdPlus and Learning Enterprise. She is a trustee of the Paul and Daisy Soros Foundation and NYC FIRST; a member of the advisory board of ShortTok; and a former trustee of Princeton University.

 

Ms. Kirschner's extensive experience in education and digital technology adds an important perspective to the Board as the Company continues to invest in online marketing and technology and makes her well qualified for service on the Board of Directors.

Maya

Peterson

Director | Age: 46 | Director since: 2022

Maya Peterson is a strategist and cultural advisor with over two decades of experience helping brands, civic organizations, and public figures navigate culture, storytelling, and audience engagement. Her work sits at the intersection of media, creators, and civic participation, where she designs strategies that translate cultural influence into real-world action. Following senior leadership roles at Universal Music Group (where she served as Vice President of Insights & Strategy from 2020-2024) and ViacomCBS, Ms. Peterson now advises a range of organizations across the nonprofit and private sectors. Her recent work includes national civic and cultural initiatives such as The Stories of Us, Rock the Vote, and broader work supporting artist- and creator-led engagement efforts.

 

Ms. Peterson brings to the Board deep expertise in cultural strategy, audience engagement, and the evolving role of creators and media in shaping behavior.

Stephen

Sadove

Director | Age: 74 | Director since: 2018

Stephen Sadove has served as a founding partner of JW Levin Management Partners LLC, a private management and investment firm, since 2015. Mr. Sadove has also served since 2014 as principal of Stephen Sadove and Associates, which provides consulting services to retail and non-retail clients. From 2007 until 2013, Mr. Sadove served as Chair and Chief Executive Officer of Saks Incorporated, having previously served Saks in the roles of Vice Chair, Chief Operating Officer and Chief Executive Officer. Prior to his tenure with Saks, Mr. Sadove served Bristol-Myers Squibb Company (NYSE: BMY) from 1991 until 2001, most recently as Senior Vice President of Bristol-Myers Squibb and President, Worldwide Beauty Care. Mr. Sadove currently serves on the board of directors of Aramark (NYSE: ARMK), where he serves as Chair of the Board, and Park Hotels and Resorts Inc. (NYSE: PK), where he serves as the Lead Independent Director. Mr. Sadove previously served on the board of directors of Colgate-Palmolive Company (NYSE: CL), J.C. Penney Company, Inc. (NYSE: JCP) and Ruby Tuesday, Inc. (NYSE: RT). He currently serves as Chairman Emeritus of the board of trustees of Hamilton College.

 

Mr. Sadove's operations and leadership expertise, extensive marketing experience at retail and consumer-products companies, and significant public company directorship experience make him well qualified to serve on the Board of Directors.

•

Audit;

•

Compensation and Human Capital; and

•

Nominating, Governance and Corporate Responsibility.

 

 

 

 

 

 

 

 

 

 

AUDIT COMMITTEE

 

 

COMPENSATION AND

HUMAN CAPITAL COMMITTEE

 

 

NOMINATING, GOVERNANCE AND

CORPORATE RESPONSIBILITY COMMITTEE

 

 

Peter A. Bridgman*

 

 

Alan H. Howard*

 

 

Ann Kirschner*

 

 

Alan H. Howard

 

 

Ann Kirschner

 

 

Peter A. Bridgman

 

 

Richard Isserman

 

 

Stephen Sadove

 

 

Stephen Sadove

 

 

Stephen Sadove

 

 

 

 

Maya Peterson

 

 

 

 

 

 

 

 

 

 

*

Committee Chair

•

The name and address of the shareholder and evidence of the shareholder's ownership of Company stock, including the number and class of shares owned and the length of time of ownership;

•

A description of all arrangements or understandings between the shareholder and each candidate pursuant to which the nomination is being made;

•

The name of the candidate, the candidate's résumé or a listing of his or her qualifications to be a director of the Company and the person's consent to be named as a director if nominated by the Board of Directors; and

•

Such other information regarding each proposed candidate as would be required to be included in a proxy statement under the rules of the SEC if such candidate had been nominated by the Board of Directors.

•

A director who is a current employee, or whose immediate family member is a current executive officer, of a company that makes payments to, or receives payments from, the Company for goods or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1,000,000 or 2% of such other company's consolidated gross revenues, will not be considered an independent director; and

•

A director who serves, or whose immediate family member serves, as an executive, officer, director, trustee or employee of a charitable organization that receives discretionary charitable contributions from the Company in an amount less than the greater of $1,000,000 and 2% of that organization's consolidated gross revenues, will not be disqualified from being considered independent based solely on that relationship.

 

 

 

 

 

 

 

 

 

 

NAME

 

 

AGE

 

 

POSITION

 

 

Efraim Grinberg

 

 

68

 

 

Chair and Chief Executive Officer

 

 

Sallie A. DeMarsilis

 

 

61

 

 

Executive Vice President, Chief Financial Officer

 

 

Michelle Kennedy

 

 

59

 

 

Senior Vice President, Chief Human Resources Officer

 

 

Behzad Soltani

 

 

54

 

 

Executive Vice President, Chief Operating Officer

 

 

Mitchell C. Sussis

 

 

61

 

 

Senior Vice President, General Counsel and Secretary

 

 

 

 

 

 

 

 

 

 

Efraim

Grinberg

Chair and Chief Executive Officer | Age: 68

Mr. E. Grinberg joined the Company in June 1980 and served as the Company's Vice President of Marketing from February 1985 until July 1986, at which time he was elected to the position of Senior Vice President of Marketing. From June 1990 to October 1995, Mr. E. Grinberg served as the Company's President and Chief Operating Officer and, from October 1995 until May 2001, served as the Company's President. In May 2001, Mr. E. Grinberg was elected to the position of President and Chief Executive Officer and, in addition, effective January 31, 2009, he was elected Chair of the Board of Directors. In March 2010 Mr. E. Grinberg resigned as President. He continues to serve as the Company's Chair of the Board of Directors and Chief Executive Officer.

 

Mr. E. Grinberg also serves on the Boards of Directors of Lincoln Center for the Performing Arts, Inc., Partnership for New York City, and the Breast Cancer Research Foundation.

Sallie A.

DeMarsilis

Executive Vice President, Chief Financial Officer | Age: 61

Ms. DeMarsilis joined the Company in January 2008 as a Senior Vice President of Finance and was appointed Chief Financial Officer effective March 31, 2008. Ms. DeMarsilis was promoted to Executive Vice President in June 2020, and had primary responsibility for operations from June 2020 through September 2024. From November 1994 through December 2007, she held several senior financial positions with The Warnaco Group, Inc. and Ann Inc. (formerly known as Ann Taylor Stores Corporation), including Controller and Senior Vice President of Finance. Both The Warnaco Group, Inc. and Ann Inc. were publicly traded companies during Ms. DeMarsilis' tenure.

 

Ms. DeMarsilis is a Certified Public Accountant and worked in public accounting with Deloitte for eight years before joining Ann Inc.

Michelle

Kennedy

Senior Vice President, Chief Human Resources Officer | Age: 59

Ms. Kennedy joined the Company in May 2023 as Senior Vice President, Chief Human Resources Officer. Prior to joining the Company, she worked for 12 years at Williams-Sonoma, most recently serving as Senior Vice President of Human Resources.

 

Prior thereto, Ms. Kennedy spent six years at Ralph Lauren, where she rose to Vice President of Human Resources, followed by six years as Vice President of Human Resources at Christian Dior.

Behzad

Soltani

Executive Vice President, Chief Operating Officer | Age: 54

Mr. Soltani joined the Company in March 2018 as Chief Digital Officer and was promoted to Executive Vice President, Commercial President and Chief Technology Officer in June 2020. In September 2024, Mr. Soltani became Executive Vice President, Chief Operating Officer when he assumed primary responsibility for operations while relinquishing most sales responsibilities. Prior to joining the Company, Mr. Soltani served as Vice President and General Manager of B2B at Boxed, where he was responsible for setting strategic vision and operational execution of critical business functions. Prior thereto, he served as Vice President and General Manager at Keurig, where he was responsible for the Company's ecommerce business.

 

Prior to Keurig, Mr. Soltani held senior roles at leading companies including Staples and FedEx Office.

Mitchell C.

Sussis

Senior Vice President, General Counsel and Secretary | Age: 61

Mr. Sussis joined the Company in November 2015 as Senior Vice President, General Counsel and Secretary. Immediately prior to joining the Company, Mr. Sussis served as Vice President and Deputy General Counsel of Time Inc., an international media company, since January 2014. Prior thereto, he served as Senior Vice President and Deputy General Counsel of Level 3 Communications, Inc., a global telecommunications services provider, since October 2011, and as Senior Vice President, Deputy General Counsel and Secretary of Global Crossing Limited from 1999 until its acquisition by Level 3 Communications in 2011.

 

Earlier in his career, Mr. Sussis held senior legal positions at The Dun & Bradstreet Corporation and Automatic Data Processing, Inc., after having started in legal practice in 1989 at the international law firm of Simpson Thacher & Bartlett LLP.

 

 

 

 

 

 

 

PAY FOR PERFORMANCE

A significant portion of executives' compensation is at-risk, contingent on achievement of performance aligned with the Company's strategies and goals.

DRIVE SUSTAINABLE GROWTH

We invest in and reward talent with the greatest potential to drive sustainable, long-term profitable growth while upholding our Company's values.

RECOGNIZE INDIVIDUALS AND TEAMS

Throughout the Company, employees have individual goals that are taken into account in compensation decisions. At the same time, Company-wide and team goals are used to foster the collaboration that is critical to our success.

 

 

ALIGNMENT WITH SHAREHOLDERS

Our compensation programs are designed to align executives' interests with those of our shareholders. A large portion of pay for the named executive officers is comprised of equity-based awards with multi-year vesting, the value of which fluctuates with the Company's stock price.

APPROPRIATE USE OF JUDGMENT

While financial performance is a critical factor in our performance-based incentive programs, we believe the appropriate use of judgment is important to avoid the mechanical use of formulas when the financial results alone do not reflect the positive or negative impact of an extraordinary operating environment or extenuating circumstances.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WHAT WE DO

 

 

WHAT WE DON'T DO

 

 

 

 

 

 

 

 

 

 

 

•

base salary;

•

annual incentive compensation;

•

equity incentive compensation;

•

retirement and other post-employment benefits; and

•

perquisites.

•

market data with respect to average merit and cost of living increases for similar positions;

•

internal review of the executive's compensation, both individually and relative to other executive officers; and

•

individual performance of the executive.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

 

 

(b)

 

 

(C)

 

 

(d)

 

 

(e)

 

 

(f)

 

 

(g)

 

 

(i)

 

 

(j)

 

 

Name and

Principal Position

 

 

Fiscal

Year

 

 

Salary

($)⁽¹⁾

 

 

Bonus

($)

 

 

Stock

Awards

($)⁽²⁾

 

 

Option

Awards

($)⁽²⁾

 

 

Non-Equity

Incentive Plan

Compensation

($)⁽³⁾

 

 

All Other

Compensation

($)

 

 

Total

($)

 

 

Efraim Grinberg,

Chair and Chief

Executive Officer

 

 

2026

 

 

1,300,001

 

 

1,755,000

 

 

1,949,998

 

 

 

 

 

 

223,255⁽⁴⁾

 

 

5,228,254

 

 

2025

 

 

1,339,433

 

 

-

 

 

3,500,030

 

 

-

 

 

-

 

 

341,247

 

 

5,180,710

 

 

2024

 

 

1,251,001

 

 

-

 

 

3,500,004

 

 

-

 

 

-

 

 

340,425

 

 

5,091,430

 

 

Sallie A. DeMarsilis,

EVP, Chief

Financial Officer

 

 

2026

 

 

672,751

 

 

454,106

 

 

504,559

 

 

 

 

 

 

104,475⁽⁵⁾

 

 

1,735,892

 

 

2025

 

 

693,812

 

 

-

 

 

504,596

 

 

-

 

 

-

 

 

104,998

 

 

1,303,406

 

 

2024

 

 

650,000

 

 

-

 

 

487,514

 

 

-

 

 

-

 

 

102,200

 

 

1,239,714

 

 

Behzad Soltani,

EVP, Chief

Operating Officer

 

 

2026

 

 

621,001

 

 

419,175

 

 

465,752

 

 

 

 

 

 

49,260⁽⁶⁾

 

 

1,555,188

 

 

2025

 

 

640,441

 

 

-

 

 

465,759

 

 

-

 

 

-

 

 

49,126

 

 

1,155,326

 

 

2024

 

 

600,000

 

 

-

 

 

449,978

 

 

-

 

 

-

 

 

72,000

 

 

1,121,978

 

 

Mitchell C. Sussis,

SVP, General

Counsel and

Secretary

 

 

2026

 

 

473,419

 

 

213,779

 

 

237,530

 

 

 

 

 

 

35,556⁽⁷⁾

 

 

960,284

 

 

2025

 

 

480,330

 

 

-

 

 

232,908

 

 

-

 

 

-

 

 

35,299

 

 

748,537

 

 

2024

 

 

443,654

 

 

-

 

 

224,989

 

 

-

 

 

-

 

 

33,667

 

 

702,310

 

 

Michelle Kennedy,

SVP, Chief Human

Resources Officer

 

 

2026

 

 

473,419

 

 

213,779

 

 

237,530

 

 

 

 

 

 

65,956⁽⁸⁾

 

 

990,684

 

 

2025

 

 

480,330

 

 

-

 

 

232,908

 

 

-

 

 

-

 

 

28,445

 

 

741,683

 

 

2024

 

 

398,077

 

 

275,000

 

 

399,996

 

 

-

 

 

-

 

 

23,574

 

 

1,096,647

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Salary amounts include amounts deferred at the election of the executive under the Company's DCP and under the 401(k) Plan. Amounts deferred under the DCP are also shown in the NONQUALIFIED DEFERRED COMPENSATION TABLE. Salary amounts reflect salary earned during the Company's fiscal year, which ends January 31. Because the Company's payroll is based on a calendar-year reporting cycle, these amounts are derived from Form W-2 wages for the calendar year ended one month prior to the fiscal year end, adjusted to exclude the January payroll from the prior fiscal year and to add back the January payroll from the current fiscal year. Payroll timing differences can impact the year-over-year comparability of salary amounts. See "Compensation Discussion and Analysis-Base Salary" above.

(2)

Amounts shown under the "Stock Awards" column and the "Option Awards" column do not reflect compensation actually received by the NEOs. Instead, the dollar value of these awards represents the fair value of the awards on the date of grant calculated in accordance with FASB ASC Topic 718. Assumptions used in calculating these amounts are described in Note 16 to the Company's audited financial statements for the fiscal year ended January 31, 2026, included in our Annual Report on Form 10-K filed with the SEC on March 19, 2026. The stock and option awards cliff-vest on the third anniversary of the grant date subject to continued employment of the grantee, except that $175,007 of Ms. Kennedy's fiscal 2024 stock award was a sign-on grant that vested ratably over three years. The fiscal 2024 and 2025 PSUs were subject to performance conditions as described in the STOCK BASED AWARDS table in the applicable year's proxy statement. Such performance conditions were not satisfied and these PSUs were therefore cancelled.

(3)

Represents the annual incentive payments under the Annual Incentive Compensation Plan to the extent that such payments are based on specific performance goals established for the applicable year. Any other annual incentive payments are reported in the "Bonus" column above.

(4)

Includes a taxable car allowance and automobile insurance reimbursement of $25,009. Includes $62,846 for premiums paid in respect of certain life insurance policies purchased for Mr. E. Grinberg by the Company. Under his arrangement with the Company, Mr. E. Grinberg is entitled to the cash surrender value in respect of certain of these life insurance policies and his beneficiaries are entitled to the applicable benefit without, in either event, reimbursement to the Company of any premiums paid by the Company under such policies. Includes a $5,400 matching contribution made by the Company for the account of Mr. E. Grinberg under the Company's 401(k) Plan. Includes matching contributions of $130,000 to his account under the DCP, of which 80% was in cash and 20% was in the form of phantom stock units (valued based on the closing prices of the Company's Common Stock on the grant dates). These contributions under the DCP are also shown in the NONQUALIFIED DEFERRED COMPENSATION TABLE below.

(5)

Includes a taxable car allowance of $6,600 and a taxable housing allowance of $25,200. Includes a $5,400 matching contribution made by the Company for the account of Ms. DeMarsilis under the Company's 401(k) Plan. Includes matching contributions to her account under the DCP totaling $67,275, of which 80% was in cash and 20% was in phantom stock units valued at the closing prices of the Company's Common Stock on the grant dates. These contributions under the DCP are also shown in the NONQUALIFIED DEFERRED COMPENSATION TABLE below.

(6)

Includes a taxable car allowance of $6,600. Includes a $5,400 matching contribution made by the Company for the account of Mr. Soltani under the Company's 401(k) Plan. Includes matching contributions to his account under the DCP totaling $37,260, of which 80% was in cash and 20% was in phantom stock units valued at the closing prices of the Company's Common Stock on the grant dates. These contributions under the DCP are also shown in the NONQUALIFIED DEFERRED COMPENSATION TABLE below.

(7)

Includes a taxable car allowance of $6,600. Includes a $5,400 matching contribution made by the Company for the account of Mr. Sussis under the Company's 401(k) Plan. Includes matching contributions to his account under the DCP totaling $23,556, of which 80% was in cash and 20% was in phantom stock units valued at the closing prices of the Company's Common Stock on the grant dates. These contributions under the DCP are also shown in the NONQUALIFIED DEFERRED COMPENSATION TABLE below.

(8)

Includes a taxable reimbursement of $37,000 in cross-country relocation expenses. Includes a $5,400 matching contribution made by the Company for the account of Ms. Kennedy under the Company's 401(k) Plan. Includes matching contributions to her account under the DCP totaling $23,556, of which 80% was in cash and 20% was in phantom stock units valued at the closing prices of the Company's Common Stock on the grant dates. These contributions under the DCP are also shown in the NONQUALIFIED DEFERRED COMPENSATION TABLE below.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name

 

 

Grant

Date

 

 

Date of

Action by

Committee

 

 

Estimated

Possible

Payouts Under

Non-Equity

Incentive

Plan Awards⁽¹⁾

 

 

Estimated

Possible

Payouts Under

Equity

Incentive

Plan Awards⁽²⁾

 

 

All Other

Stock

Awards:

Number of

Shares of

Stock

or Units

(#)⁽³⁾

 

 

Grant Date

Fair Value

of Stock

and Option

Awards

($)⁽⁴⁾

 

 

(a)

 

 

(b)

 

 

 

 

(D)

 

 

(g)

 

 

(i)

 

 

(l)

 

 

Efraim Grinberg

 

 

04/21/2025

 

 

04/14/2025

 

 

-

 

 

-

 

 

144,766

 

 

1,949,998

 

 

Sallie DeMarsilis

 

 

04/21/2025

 

 

04/14/2025

 

 

-

 

 

-

 

 

37,458

 

 

504,559

 

 

Behzad Soltani

 

 

04/21/2025

 

 

04/14/2025

 

 

-

 

 

-

 

 

34,577

 

 

465,752

 

 

Mitchell Sussis

 

 

04/21/2025

 

 

04/14/2025

 

 

-

 

 

-

 

 

17,634

 

 

237,530

 

 

Michelle Kennedy

 

 

04/21/2025

 

 

04/14/2025

 

 

-

 

 

-

 

 

17,634

 

 

237,530

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Reflects annual cash incentive opportunities for the NEOs to the extent that such payments are based on specific performance goals established for the applicable year. No such specific goals were established for fiscal 2026. See "Fiscal 2026 Executive Compensation Components - Annual Incentive Compensation Program," above.

(2)

Reflects performance-based stock awards granted to the NEOs. No such awards were granted for fiscal 2026. See "- Equity Incentive Compensation," above.

(3)

Reflects time-vesting stock awards granted under the fiscal 2026 long-term incentive program as discussed above under "- Equity Incentive Compensation." The awards cliff-vest on the third anniversary of the grant date.

(4)

The amounts in column (L) represent the grant date fair value of the stock awards computed in accordance with FASB ASC Topic 718. No stock options were granted to the NEOs in fiscal 2026.

 

 

 

 

 

 

 

 

 

 

 

 

Option Awards

 

 

Stock Awards⁽²⁾

 

 

(a)

 

 

(b)

 

 

(c)

 

 

(e)

 

 

(f)

 

 

(g)

 

 

(h)

 

 

(i)

 

 

(j)

 

 

Name

 

 

Number of

Securities

Underlying

Unexercised

Options (#)

Exercisable

 

 

Number of

Securities

Underlying

Unexercised

Options (#)

Unexercisable⁽¹⁾

 

 

Option

Exercise

Price

($)

 

 

Option

Expiration

Date

 

 

Number of

Shares or

Units of

Stock that

Have Not

Vested

(#)

 

 

Market

Value of

Shares or

Units of

Stock That

Have Not

Vested

($)

 

 

Equity

Incentive

Plan

Awards:

Number of

Unearned

Shares,

Units or

Other Rights

That Have Not

Vested

(#)

 

 

Equity

Incentive

Plan

Awards:

Market or

Payout

Value of

Unearned

Shares,

Units or

Other Rights

That Have Not

Vested

($)

 

 

Efraim Grinberg

 

 

200,000

 

 

 

 

16.87

 

 

12/01/2030

 

 

215,717

 

 

4,918,348

 

 

-

 

 

-

 

 

91,820

 

 

 

 

27.62

 

 

03/29/2031

 

 

 

 

 

 

 

 

 

 

63,302

 

 

 

 

38.04

 

 

03/28/2032

 

 

 

 

 

 

 

 

 

 

Sallie DeMarsilis

 

 

10,534

 

 

 

 

27.74

 

 

04/15/2026

 

 

55,060

 

 

1,255,368

 

 

-

 

 

-

 

 

13,660

 

 

 

 

23.35

 

 

04/17/2027

 

 

 

 

 

 

 

 

 

 

55,160

 

 

 

 

12.42

 

 

06/16/2030

 

 

 

 

 

 

 

 

 

 

23,000

 

 

 

 

16.87

 

 

12/01/2030

 

 

 

 

 

 

 

 

 

 

18,215

 

 

 

 

27.62

 

 

03/29/2031

 

 

 

 

 

 

 

 

 

 

16,458

 

 

 

 

38.04

 

 

03/28/2032

 

 

 

 

 

 

 

 

 

 

Behzad Soltani

 

 

100,000

 

 

 

 

12.42

 

 

06/16/2030

 

 

50,824

 

 

1,158,787

 

 

-

 

 

-

 

 

16,000

 

 

 

 

16.87

 

 

12/01/2030

 

 

 

 

 

 

 

 

 

 

15,130

 

 

 

 

27.62

 

 

03/29/2031

 

 

 

 

 

 

 

 

 

 

15,192

 

 

 

 

38.04

 

 

03/28/2032

 

 

 

 

 

 

 

 

 

 

Mitchell Sussis

 

 

3,171

 

 

 

 

27.74

 

 

04/15/2026

 

 

25,758

 

 

587,282

 

 

-

 

 

-

 

 

7,980

 

 

 

 

23.35

 

 

04/17/2027

 

 

 

 

 

 

 

 

 

 

10,000

 

 

 

 

16.87

 

 

12/01/2030

 

 

 

 

 

 

 

 

 

 

7,875

 

 

 

 

27.62

 

 

03/29/2031

 

 

 

 

 

 

 

 

 

 

5,672

 

 

 

 

38.04

 

 

03/28/2032

 

 

 

 

 

 

 

 

 

 

Michelle Kennedy

 

 

-

 

 

-

 

 

-

 

 

-

 

 

27,797

 

 

633,772

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

All option vesting dates are contingent on continued employment through such dates.

(2)

Represents unvested stock awards granted under the Company's Stock Plan which is discussed above under "Fiscal 2026 Executive Compensation Components - Equity Incentive Compensation." The following table lists the vesting dates (assuming continued employment on such dates) and the number of shares of Common Stock vesting on such dates, assuming target performance in the case of PSUs. However, the PSUs granted in fiscal years 2024 and 2025 are not reflected in this table since they were cancelled due to the failure to meet performance conditions.

 

 

 

 

 

 

 

 

 

 

Name

 

 

Vesting Date

 

 

Shares (#)

 

 

Efraim Grinberg

 

 

03/27/2026

 

 

34,953

 

 

04/01/2027

 

 

35,998

 

 

04/21/2028

 

 

144,766

 

 

Sallie DeMarsilis

 

 

03/27/2026

 

 

8,520

 

 

04/01/2027

 

 

9,082

 

 

04/21/2028

 

 

37,458

 

 

Behzad Soltani

 

 

03/27/2026

 

 

7,864

 

 

04/01/2027

 

 

8,383

 

 

04/21/2028

 

 

34,577

 

 

Mitchell Sussis

 

 

03/27/2026

 

 

3,932

 

 

04/01/2027

 

 

4,192

 

 

04/21/2028

 

 

17,634

 

 

Michelle Kennedy

 

 

03/27/2026

 

 

5,971

 

 

04/01/2027

 

 

4,192

 

 

04/21/2028

 

 

17,634

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Option Awards

 

 

Stock Awards

 

 

(a)

 

 

(b)

 

 

(c)

 

 

(d)

 

 

(e)

 

 

Name

 

 

Number of

Shares

Acquired

on Exercise

(#)

 

 

Value

Realized

on Exercise

($)⁽¹⁾

 

 

Number of Shares

Acquired on Vesting

(#)

 

 

Value Realized

on Vesting

($)⁽²⁾

 

 

Efraim Grinberg

 

 

-

 

 

-

 

 

24,645

 

 

424,633

 

 

Sallie DeMarsilis

 

 

-

 

 

-

 

 

6,408

 

 

110,410

 

 

Behzad Soltani

 

 

-

 

 

-

 

 

5,915

 

 

101,915

 

 

Mitchell Sussis

 

 

-

 

 

-

 

 

2,208

 

 

38,044

 

 

Michelle Kennedy

 

 

-

 

 

-

 

 

2,039

 

 

36,457

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Value represents the excess of the market price of the shares on the date of exercise, over the exercise price of the option.

(2)

Value represents the number of shares vesting multiplied by the market price of the shares on the vesting date.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

 

 

(b)

 

 

(c)

 

 

(d)

 

 

(e)

 

 

(f)

 

 

 

 

Executive

Contributions in

Last FY⁽¹⁾

($)

 

 

Registrant

Contributions in

Last FY⁽¹⁾

($)

 

 

Aggregate

Earnings

in Last FY⁽²⁾

($)

 

 

Aggregate

Withdrawals/

Distributions

($)

 

 

Aggregate

Balance

at Last FYE⁽³⁾

($)

 

 

Efraim Grinberg

 

 

130,000

 

 

130,000

 

 

1,821,532

 

 

735,026

 

 

16,966,602

 

 

Sallie DeMarsilis

 

 

67,275

 

 

67,275

 

 

659,077

 

 

18,453

 

 

5,755,420

 

 

Behzad Soltani

 

 

37,260

 

 

37,260

 

 

57,435

 

 

-

 

 

898,988

 

 

Mitchell Sussis

 

 

23,556

 

 

23,556

 

 

81,535

 

 

-

 

 

639,720

 

 

Michelle Kennedy

 

 

23,556

 

 

23,556

 

 

12,077

 

 

37,702

 

 

85,957

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

The amounts reported in column (b) above are also reported as compensation to the NEO in columns (c), (d) and/or (g) of the SUMMARY COMPENSATION TABLE above. The amounts reported in column (c) above are also reported as compensation to the NEO in column (i) of the SUMMARY COMPENSATION TABLE above.

(2)

These amounts are not required to be reported as compensation in the Summary Compensation Table for fiscal 2026 because there were no above-market earnings on the deferred compensation.

(3)

The amounts reported in column (f), other than earnings on deferred compensation, have been previously disclosed in Summary Compensation Tables in our prior proxy statements.

•

irrevocable termination and liquidation of the plan within 12 months of the dissolution of the Company taxed under Section 331 of the Internal Revenue Code or with the approval of a bankruptcy court;

•

sale of substantially all of the Company's business or assets;

•

a change in the composition of the Board of Directors such that the individuals comprising the Board of Directors on the effective date of the Stock Plan (or DCP, as applicable) (or their successors who were approved by at least two-thirds of the directors then on the Board) cease for any 12 month period to constitute a majority of the Board, exclusive, in any event, of any individual initially elected or nominated as a director as a result of an actual or threatened election contest or actual or threatened proxy solicitation by any person other than the Board;

•

a merger, consolidation, reorganization or similar corporate transaction unless shareholders in the Company immediately before any such transaction control at least 50% of the total voting power in the resulting corporation immediately after any such transaction; and no person (meaning an individual, entity or group acting in concert) acquires at least 20% of the voting power in the resulting corporation; and a majority of the members of the Board of Directors after the transaction were Board members immediately before the transaction; and

•

the acquisition by any person (with certain exceptions) of 30% or more of the combined voting power of the Company's outstanding voting securities.

 

Vesting Upon Change in Control

 

 

Additional Vesting

Upon Change in

Control With

Termination of

Employment

 

 

Name

 

 

Early Vesting of Deferred

Compensation Plan

($)

 

 

Early Vesting of Stock

Options

($)⁽¹⁾

 

 

Early Vesting of Stock

Awards

($)⁽²⁾⁽³⁾

 

 

Efraim Grinberg⁽⁴⁾

 

 

-

 

 

-

 

 

-

 

 

Sallie DeMarsilis

 

 

158,991

 

 

-

 

 

1,255,368

 

 

Behzad Soltani

 

 

106,332

 

 

-

 

 

1,158,787

 

 

Mitchell Sussis

 

 

57,529

 

 

-

 

 

587,282

 

 

Michelle Kennedy

 

 

47,574

 

 

-

 

 

633,772

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

The value of early vesting of stock options was determined based on the extent (if any) by which $22.80/share, which was the closing price of the Company's Common Stock as reported on the NYSE on January 30, 2026, exceeded the exercise price of the subject options.

(2)

The value of early vesting of stock awards was determined based on a value of $22.80/share, which was the closing price of the Company's Common Stock as reported on the NYSE on January 30, 2026. PSU vesting is assumed at target payout level if the performance period is still pending.

(3)

Equity awards granted in and after fiscal 2024 include double-trigger change in control vesting provisions and therefore do not vest upon a change in control unless the grantee is terminated without cause during the ensuing two years.

(4)

Since Mr. Grinberg's DCP balance is already fully vested and he qualifies for automatic retirement vesting under the Stock Plan (see immediately below), a change in control would not effectively accelerate the vesting of his awards under these plans. If Mr. Grinberg had elected retirement treatment effective January 31, 2026, the value on that date of the early vesting of his stock options and stock awards would have been $0 and $4,918,348, respectively.