UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14 (a)
of the Securities Exchange
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only
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(as permitted by Rule 14a-6 (e) (2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under Rule.14a-12
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Inter
Parfums, Inc.
(Name of Registrant as Specified In Its
Charter)
(Name of Person(s)
Filing Proxy Statement, if other than the Registrant)
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box):
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Inter
Parfums, Inc.
551
Fifth Avenue
New
York, New York 10176
Notice
of Annual Meeting of Shareholders
to
be Held on September 12, 2017
To the Shareholders of Inter Parfums, Inc.:
The annual meeting of shareholders of Inter
Parfums, Inc. (the “company”) will be held at the offices of the company, at 10:00 A.M., New York City Time, on September
12, 2017, at
Inter Parfums, Inc.
551 Fifth Avenue – 15
th
Floor
New York, NY 10176
Tel: 212.983.2640
for the following purposes:
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1.
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To elect a board of directors consisting of nine (9) members to hold office until our next annual meeting and until their successors
are elected and qualified;
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2.
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To vote for the advisory resolution to approve executive compensation;
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3.
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To consider a shareholder proposal, if properly presented at the annual meeting; and
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4.
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To vote for the advisory resolution on the frequency of future advisory votes concerning compensation of our named executive
officers;
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5.
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To consider and transact such other business as may properly come before the annual meeting or any adjournments of the annual
meeting.
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The board of directors has fixed the close
of business on July 17, 2017 as the record date for the determination of the shareholders entitled to notice of, and to vote at,
the annual meeting and any adjournments of the annual meeting. The list of shareholders entitled to vote at the annual meeting
may be examined by any shareholder at our offices at 551 Fifth Avenue, New York, New York 10176, during the ten day period
prior to September 12, 2017.
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By Order of our Board of Directors
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Dated: July 25, 2017
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Michelle Habert,
Secretary
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WHETHER OR NOT YOU EXPECT TO ATTEND
THE MEETING, PLEASE FILL IN, SIGN AND DATE THE PROXY SUBMITTED HEREWITH AND RETURN IT IN THE ENCLOSED STAMPED ENVELOPE. THE GIVING
OF SUCH PROXY WILL NOT AFFECT YOUR RIGHT TO REVOKE SUCH PROXY IN PERSON SHOULD YOU
LATER DECIDE
TO ATTEND THE MEETING. THE ENCLOSED PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS.
Inter
Parfums, Inc.
Proxy
Statement
Important
Notice
Regarding
the Availability of Proxy Materials
for
the Shareholder Meeting to Be Held on September 12, 2017
● This
proxy statement and the company’s annual report to shareholders for fiscal year ended December 31, 2016 are available at:
http://interparfums.investorroom.com
● Accessing
this website will not infringe upon your anonymity.
GENERAL
This proxy statement is furnished by the
board of directors of our company, Inter Parfums, Inc., a Delaware corporation, with offices located at 551 Fifth Avenue, New York,
New York 10176, in connection with the solicitation of proxies to be used at the annual meeting of our shareholders being held
on September 12, 2017 and at any adjournments of the annual meeting. For purposes of this proxy statement, unless the context otherwise
indicates, the terms the “company,” “us” or “our” refer to Inter Parfums, Inc.
This proxy statement will be mailed to shareholders
beginning approximately August 2, 2017. If a proxy in the accompanying form is properly executed and returned, then the shares
represented by the proxy will be voted as instructed on the proxy. Any shareholder giving a proxy may revoke it at any time before
it is voted by providing written notice of revocation to the company’s Secretary or by a shareholder voting in person at
the annual meeting.
All properly executed proxies received prior
to the annual meeting will be voted at the annual meeting in accordance with the instructions marked on the proxy or as otherwise
stated in the proxy. Unless instructions to the contrary are indicated, proxies will be voted
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FOR the election of the nine (9) directors referred to
in this proxy statement
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FOR the advisory resolution to approve executive compensation
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AGAINST the shareholder proposal, and
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FOR the advisory resolution on the frequency of future advisory votes concerning compensation of our named executive officers
to be held every year.
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In addition, the persons holding the proxies
will consider and vote upon such other business as may properly come before the annual meeting or any adjournments of the annual
meeting.
A copy of the company’s annual report
for fiscal year ended December 31, 2016, which contains financial statements audited by the company’s independent registered
public accounting firm, is being mailed to the company’s shareholders along with this proxy statement.
We will bear the cost of preparing, assembling
and mailing this notice of meeting, proxy statement, proxy and the enclosed annual report, as well as maintaining our internet
website where you can obtain copies of this proxy statement and annual report to shareholders. In addition to solicitation of the
proxies by use of the mails, some of our officers and regular employees, without extra remuneration, may solicit proxies personally
or by telephone, telecopier or e-mail. We may also request brokerage houses, nominees, custodians and fiduciaries to forward soliciting
material to the beneficial owners of our common stock. We will reimburse these persons for their expenses in forwarding soliciting
material.
VOTING SECURITIES AND
PRINCIPAL HOLDERS THEREOF
Our board of directors fixed the close of
business on July 17, 2017 as the record date for the determination of shareholders entitled to notice of, and to vote at, the annual
meeting. Only holders of our common stock on the record date will be able to vote at the annual meeting.
As of July 5, 2017, we had 31,171,908 shares
of our common stock outstanding. Each share of our common stock will entitle the holder of such share to one vote. None of the
company’s shareholders have cumulative voting rights. Holders of shares of our common stock are entitled to vote on all matters.
We also have 1,000,000 authorized shares of preferred stock, $.001 par value per share, none of which are outstanding.
The holders of a majority of the total number
of outstanding shares of our common stock entitled to vote must be present in person or by proxy to constitute the necessary quorum
for any business to be transacted at the annual meeting. Properly executed proxies marked “abstain,” as well as proxies
held in street name by brokers that are not voted on all proposals to come before the annual meeting (“broker non-votes”),
will be considered “present” for purposes of determining whether a quorum has been achieved at the annual meeting.
The nine (9) nominees to our board of directors
receiving the greatest number of votes cast at the annual meeting in person or by proxy shall be elected. Consequently, any shares
of our common stock present in person or by proxy at the annual meeting, but not voted for any reason will have no impact in the
election of our board of directors. With respect to the advisory proposal to approve the compensation of our named executive officers
and the shareholder proposal (if properly presented at the meeting), the favorable vote of a majority of the shares of our common
stock present or represented at the annual meeting is required for approval. With respect to the advisory proposal concerning the
frequency of future advisory votes concerning executive compensation, the year with the greatest number of votes will prevail.
Other matters that may be submitted to our
shareholders for a vote at the annual meeting, if any, will require the favorable vote of a majority of the shares of our common
stock present or represented at the annual meeting for approval, unless we advise you otherwise. If any matter proposed at the
annual meeting must receive a specific percentage of favorable votes for approval, then abstentions in respect of such proposal
are treated as present and entitled to vote under Delaware, law and therefore such abstentions have the effect of a vote against
such proposal. Broker non-votes in respect of any proposal are not counted for purposes of determining whether such proposal has
received the requisite approval.
Members of our management have been informed
that Messrs. Jean Madar and Philippe Benacin, the beneficial owners of our two largest shareholders, have a verbal agreement or
understanding to vote their shares in a like manner, and intend to vote in favor of all of the nominees for directors. Therefore,
all of the nominees are all likely to be elected. Also, members of our management have been informed that Messrs. Jean Madar and
Philippe Benacin intend to vote in favor of the proposal to approve executive compensation of our named executive officers, and
in favor of the proposal regarding the frequency of votes on executive compensation every year, and therefore, it is likely that
such proposals will be passed as recommended by our management. However, our management has been informed that Messrs. Jean Madar
and Philippe Benacin intend to vote against the shareholder proposal, if such proposal is properly presented at the meeting.
We know of no business other than the proposals
discussed above that will be presented for consideration at the annual meeting. If any other matter is properly presented, then
it is the intention of the persons named in the enclosed proxy to vote in accordance with their best judgment.
The following table sets forth information
with respect to the beneficial ownership of our common stock by (a) each person we know to be the beneficial owner of more than
5% of our outstanding common stock, (b) our executive officers and directors and (c) all of our directors and officers as
a group. Each of Messrs. Madar and Benacin own 99.99% of their respective personal holding companies. As of July 5, 2017 we had
31,171,908 shares of common stock outstanding.
Name and Address
of Beneficial Owner
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Amount of Beneficial Ownership
1
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Approximate Percent of Class
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Jean Madar
c/o Interparfums SA
4, Rond Point Des Champs Elysees
75008 Paris, France
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7,144,748
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2
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22.9
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%
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1
All shares of
common stock are directly held with sole voting power and sole power to dispose, unless otherwise stated. Options which are
exercisable within 60 days are included in beneficial ownership calculations. Jean Madar, the Chairman of the Board and Chief
Executive Officer of the Company and Philippe Benacin, the Vice Chairman of the Board and President of the Company, have a
verbal agreement or understanding to vote the shares each beneficially owns in a like manner.
2
Consists of 55,407
shares held directly, 7,032,341 shares held indirectly through Jean Madar Holding SAS, a personal holding company, and
options to purchase 57,000 shares.
Name and Address
of Beneficial Owner
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Amount of Beneficial Ownership
1
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Approximate Percent of Class
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Philippe Benacin
c/o Interparfums SA
4, Rond Point Des Champs Elysees
75008 Paris, France
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6,958,940
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3
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22.3
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%
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Russell Greenberg
c/o Inter Parfums, Inc.
551 Fifth Avenue
New York, NY 10176
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58,000
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4
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Less than 1
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%
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Philippe Santi
Interparfums SA
4, Rond Point Des Champs Elysees
75008, Paris France
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8,200
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5
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Less than 1
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%
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Francois Heilbronn
60 Avenue de Breteuil
75007 Paris, France
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32,563
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6
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Less than 1
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%
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Jean Levy
17 rue Margueritte
75017 Paris, France
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3,000
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7
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Less than 1
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%
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Robert Bensoussan-Torres
c/o Sirius Equity LLP
52 Brook Street
W1K 5DS London
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11,000
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8
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Less than 1
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%
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Patrick Choël
140 Rue de Grenelle
75007, Paris, France
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2,250
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9
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Less than 1
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%
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Michel Dyens
Michel Dyens & Co.
17 Avenue Montaigne
75008 Paris, France
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1,750
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10
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Less than 1
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%
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Frederic Garcia-Pelayo
Interparfums SA
4, Rond Point Des Champs Elysees
75008, Paris France
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10,200
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11
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Less than 1
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%
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3
Consists of 55,876
shares held directly, 6,846,064 shares held indirectly through Philippe Benacin Holding SAS, a personal holding company, and
options to purchase 57,000 shares.
4
Consists of 3,000
shares and options to purchase 55,000 shares.
5
Consists of shares
of common stock underlying options.
6
Consists of 30,063
shares held directly and options to purchase 2,500 shares.
7
Consists of 2,500
shares held directly and options to purchase 500 shares.
8
Consists of 8,500 shares
held directly and options to purchase 2,500 shares.
9
Consists of 750 shares
held directly and options to purchase 1,500 shares.
10
Consists of shares
of common stock underlying options.
11
Consists of shares of common stock underlying options.
Name and Address
of Beneficial Owner
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Amount of Beneficial Ownership
1
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Approximate Percent of Class
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Veronique Gabai-Pinsky
(Director Nominee)
Vera Wang
15 E. 26
th
Street
New York NY 10010
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-0-
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-0-
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Blackrock, Inc.
55 East 52
nd
Street
New York, NY 10055
12
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1,946,523
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6.3
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%
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The Vanguard Group
13
100 Vanguard Blvd.
Malvern, PA 19355
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1,559,400
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5.01
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%
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All Directors and Officers
(As a Group 10 Persons)
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14,230,151
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14
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45.4
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%
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PROPOSAL NO. 1:
ELECTION OF DIRECTORS
General
The members of our board of directors are
each elected with a plurality of votes cast in favor of their election for a one-year term or until their successors are elected
and qualify. With the exception of Philippe Benacin, the officers are elected annually by the directors and serve at the discretion
of the board of directors. There are no family relationships between executive officers or directors of our company.
Mr. Jean Levy, age 84 and an independent
director, has informed the board of directors that he intends to retire immediately after this annual meeting. The board of directors
has selected Ms. Veronique Gabai-Pinsky to replace Mr. Levy as a director, and the biography of Ms. Gabai-Pinsky is below. Ms.
Gabai-Pinsky, together with the remaining eight incumbent directors, Messrs. Jean Madar, Philippe Benacin, Russell Greenberg, Philippe
Santi, Francois Heilbronn, Robert Bensoussan, Patrick Choel and Michel Dyens, are all put forth as nominees for election to the
board of directors.
Unless authority is withheld, the proxies
in the accompanying form will be voted in favor of the election of the nominees named above as directors. Although all of the nominees
have indicated their willingness to serve if elected, if at the time of the meeting any nominee is unable or unwilling to serve,
then the shares represented by properly executed proxies will be voted at the discretion of the person named in the proxies for
another person designated by our board of directors.
12
Information based
upon Schedule 13G Amendment 1 of Blackrock, Inc. dated January 25, 2017 as filed with the Securities and Exchange Commission.
13
Information based
upon Schedule 13G of The Vanguard Group, an investment advisor, dated February 9, 2017 as filed with the Securities and Exchange
Commission.
14
Consists of 14,034,501
shares held directly or indirectly, and options to purchase 196,150 shares.
Board of Directors
Our board of directors has the responsibility
for establishing broad corporate policies and for the overall performance of our Company. Although certain directors are not involved
in day-to-day operating details, members of the board of directors are kept informed of our business by various reports and documents
made available to them. Our board of directors held 16 meetings (or executed consents in lieu thereof), including meetings of committees
of the full board of directors during 2016, and all of the directors attended at least 75% of the meetings (or executed consents
in lieu thereof) of the full board of directors and committees of which they were a member. Our board of directors presently consists
of nine (9) directors.
We have adopted a Code of Business Conduct
that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, as well
as other persons performing similar functions, and we agree to provide to any person without charge, upon request, a copy of our
Code of Business Conduct. Any person who requests a copy of our Code of Business Conduct should provide their name and address
in writing to: Inter Parfums, Inc., 551 Fifth Avenue, New York, NY 10176, Att.: Shareholder Relations. In addition, our Code of
Conduct is also maintained on our website, at www.interparfumsinc.com.
During 2016, our board of directors had
the following standing committees:
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Audit Committee – The Audit Committee has the sole authority and is directly responsible for, the appointment, compensation
and oversight of the work of the independent accountants employed by our company which prepare or issue audit reports for our company.
During 2016, the Audit Committee consisted of Messrs. Heilbronn, Levy and Choël. The charter of the Audit Committee is posted
on our company’s website.
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The Company does not have an “audit
committee financial expert” within the definition of the applicable Securities and Exchange Commission rules. First, finding
qualified nominees to serve as a director of a public company without substantial financial resources has been challenging. Second,
despite the applicable Securities and Exchange Commission rule which states that being named as the audit committee financial expert
does not impose any greater duty, obligation or liability, our company has been met with resistance from both present and former
directors to being named as such, primarily due to potential additional personal liability. However, as the result of the background,
education and experience of the members of the Audit Committee, our board of directors believes that such committee members are
fully qualified to fulfill their obligations as members of the Audit Committee.
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·
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Executive Compensation and Stock Option Committee – The Executive Compensation and Stock Option Committee oversees the
compensation of our company’s executives and administers our company’s stock option plans. During 2016, the members
of such committee consisted of Messrs. Heilbronn, Levy and Choël. The charter of the Executive Compensation and Stock Option
Committee is posted on our company’s website.
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·
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Nominating Committee – The members of such committee consist of Messrs. Heilbronn, Levy and Choël. The purpose of
the Nominating Committee is to determine and recommend qualified persons to the Board of Directors who will be put forth as management's
slate of directors for vote of the Corporation's stockholders, as well as to fill vacancies in the Board of Directors. The charter
of the Nominating Committee is posted on our company’s website.
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Director Independence
The following are our directors who are
“independent directors” within the applicable rules of The Nasdaq Stock Market:
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Francois Heilbronn
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Jean Levy
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Robert Bensoussan-Torres
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Patrick Choël
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Michel Dyens
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We follow and comply with the independent
director definitions as provided by The Nasdaq Stock Market rules in determining the independence of our directors, which are posted
on our company’s website. In addition, such rules are also available on The Nasdaq Stock Market’s website. In addition,
The Nasdaq Stock Market maintains more stringent rules relating to director independence for the members of our Audit Committee,
and the members of our Audit Committee, Messrs. Heilbronn, Levy and Choël, are independent within the meaning of those rules.
Board Leadership Structure and Risk Management
For more than the past ten (10) years, Jean
Madar has held the positions of Chairman of the Board of Directors and Chief Executive Officer of our company. Almost since inception,
Mr. Madar has been allocated the responsibility of overseeing our United States operations and the operation of Inter Parfums,
Inc., as a public company. Philippe Benacin, as Chief Executive Officer of Interparfums SA, has been allocated the responsibility
of overseeing our European operations and its operation as a public company in France. In addition, Mr. Benacin is also the Vice
Chairman of the Board of Directors of our company. Our board of directors is comfortable with this approach, as the two largest
stockholders of our company are also directly responsible for the operations of our company’s two operating segments. Accordingly,
our board of directors does not have a “Lead Director,” a non-management director who controls the meetings of our
board of directors.
Our board of directors manages risk by (i)
review of period operating reports and discussions with management; (ii) approval of executive compensation incentive plans through
its committee, the Executive Compensation and Stock Option Committee; (iii) approval of related party transactions through its
committee, the Audit Committee; and (iv) approval of material transactions not in the ordinary course of business. Since our inception,
we have never been the subject of any material product liability claims, and we have had no recent material property damage claims.
Further, we periodically enter into foreign
currency forward exchange contracts to hedge exposure related to receivables denominated in a foreign currency and to manage risks
related to future sales expected to be denominated in a foreign currency. We enter into these exchange contracts for periods consistent
with our identified exposures. The purpose of the hedging activities is to minimize the effect of foreign exchange rate movements
on the receivables and cash flows of Interparfums SA, our French subsidiary, whose functional currency is the Euro. All foreign
currency contracts are denominated in currencies of major
industrial
countries
and are with large
financial
institutions, which are rated
as
strong
investment
grade
.
In addition, we mitigate interest rate risk
by continually monitoring interest rates, and then determining whether fixed interest rates should be swapped for floating rate
debt, or if floating rate debt should be swapped for fixed rate debt.
Business Experience
The following sets forth biographical information
as to the business experience of each executive officer and director of our Company, as well as our first time director nominee,
Ms. Veronique Gabai-Pinsky, for at least the past five years.
Board of Directors
Jean Madar
Jean Madar, age 56, a Director, has been
the Chairman of the Board since our company’s inception, and is a co-founder of our company with Mr. Philippe Benacin. From
inception until December 1993 he was the President of our company; in January 1994, he became Director General of Interparfums
SA, our company’s subsidiary; and in January 1997, he became Chief Executive Officer of our company. Mr. Madar was previously
the managing director of Interparfums SA, from September 1983 until June 1985. At such subsidiary, he had the responsibility of
overseeing the marketing operations of its foreign distribution, including market research analysis and actual marketing campaigns.
Mr. Madar graduated from The French University for Economic and Commercial Sciences (ESSEC) in 1983. We believe that Mr. Madar’s
skills in guiding, leading and determining the strategic direction of our company since its inception together with Mr. Benacin,
in addition to his contacts in the fragrance and cosmetic industry, render him qualified to serve as a member of our board of directors.
Philippe Benacin
Mr. Benacin, age 58, a Director, is President
of our Company and the Chief Executive Officer of Interparfums SA, has been the Vice Chairman of the Board since September 1991,
and is a co-founder of our company with Mr. Madar. He was elected the Executive Vice President in September 1991, Senior Vice President
in April 1993, and President of the Company in January 1994. In addition, he has been the Chief Executive Officer of Interparfums
SA for more than the past five years. Mr. Benacin graduated from The French University for Economic and Commercial Sciences (ESSEC)
in 1983. In June 2014 Mr. Benacin was elected as a member of the Supervisory Board of Vivendi, and Chairman of its Corporate Governance,
Nominations and Remuneration Committee. We believe that Mr. Benacin’s skills in guiding, leading and determining the strategic
direction of our company since its inception together with Mr. Madar, in addition to his contacts in the fragrance and cosmetic
industry, render him qualified to serve as a member of our board of directors.
Russell Greenberg
Mr. Greenberg, age 60, the Chief Financial
Officer, was Vice-President, Finance when he joined the Company in June 1992; became Executive Vice President in April 1993; and
was appointed to our board of directors in February 1995. He is a certified public accountant licensed in the State of New York,
and is a member of the American Institute of Certified Public Accountants and the New York State Society of Certified Public Accountants.
After graduating from The Ohio State University in 1980, he was employed in public accounting until he joined our company in June
1992. We believe that Mr. Greenberg’s skills in accounting and tax, as well as his knowledge of the fragrance industry and
our Company’s operations, render him qualified to serve as a member of our board of directors.
Philippe Santi
Philippe Santi, age 55 and a Director since
December 1999, is the Executive Vice President and Chief Financial Officer of Interparfums SA. Mr. Santi, who is a Certified Accountant
and Statutory Auditor in France, has been the Chief Financial Officer of Interparfums SA since February 1995. Prior to February
1995, Mr. Santi was the Chief Financial Officer for Stryker France and an Audit Manager for Ernst and Young. We believe that Mr.
Santi’s skills in accounting and tax, as well as his knowledge of the fragrance industry and our Company’s European
operations, render him qualified to serve as a member of our board of directors.
Francois Heilbronn
Mr. Heilbronn, age 56, a Director since
1988, an independent director and a member of the Audit Committee, Nominating Committee and the Executive Compensation and Stock
Option Committee, is a graduate of Harvard Business School with a Master of Business Administration degree and is currently the
managing partner of the consulting firm of M.M. Friedrich, Heilbronn & Fiszer. He was formerly employed by The Boston Consulting
Group, Inc. from 1988 through 1992 as a manager. Mr. Heilbronn graduated from Institut d' Etudes Politiques de Paris in June 1983.
From 1984 to 1986, he worked as a financial analyst for Lazard Freres & Co.
In addition, during 2009, Mr. Heilbronn became an
Associate
Professor in Business Strategy at Sciences Po, Paris, France. As the result of his business and financial acumen, as well as his
experience as managing partner of a business consulting firm in the area of mergers and acquisitions of large international companies
in retail, consumer goods and consumer services throughout the world, we believe Mr. Heilbronn is qualified to serve as a member
of our board of directors.
Jean Levy
Jean Levy, age 84, a Director since August
1996, an independent director and a member of the Audit Committee, Nominating Committee and the Executive Compensation and Stock
Option Committee, worked for twenty-seven years at L'Oreal, and was the President and Chief Executive Officer of Cosmair, the exclusive
United States licensee of L'Oreal, from 1983 through June 1987. In addition, he is the former President and Chief Executive Officer
of Sanofi Beaute (France). For more than the past five years, Mr. Levy has been an independent advisor as well as a consultant
for economic development to local governments in France. A graduate of l'Institut d'Etudes Politiques de Paris, he also attended
Yale Graduate School and was a recipient of a Fulbright Scholarship. He was also a Professor at l'Institut d'Etudes Politiques
de Paris. He was formerly a director of Zannier Group and Escada Beaute Worldwide and Rallye, S.A. In addition, Mr. Levy was also
a director (Chairman of the Board until October 2001) of Financière d'Or, and its subsidiary, Histoire d'Or which is in
the retail jewelry business. Mr. Levy was formerly a consultant to Ernst & Young, Paris through 2004. Due to Mr. Levy having
over thirty years’ experience as an executive officer, including more than ten years as President and Chief Executive Officer
of well-known cosmetic companies such as Cosmair and Sanofi Beaute (France), we believe he is qualified to serve as a member of
our board of directors. Mr. Levy is retiring immediately after this annual meeting.
Robert Bensoussan
Robert Bensoussan, age 58, has been a Director
since March 1997, and also is an independent director. Mr. Bensoussan is the co-founder of Sirius Equity, a retail and branded
luxury goods investment company. Since 2008, Sirius has invested in UK shoe and clothing retailer LK Bennett, Italian sportswear
retailer and wholesaler Jeckerson Spa and feelunique.com, Europe's largest online beauty retailer. Mr. Bensoussan served previously
as Executive Chairman and CEO of LK Bennett and is now Non-Executive Chairman. He has also acted as the Non-Executive Chairman
of Jerkerson Spa since May 2008 and of feelunique.com since December 2012. Mr. Bensoussan is a board member of lululemon athletica
inc.
He is also a member of three private Boards, including Men's retailer Celio International (Belgium), Zen Cars (Belgium),
an electric car rental company, and Eaglemoss Ltd. (UK) a part-works publisher. Previously Mr. Bensoussan was as director of, and
had an indirect ownership interest J. Choo Limited until July 2011, and CEO (from 2001 to 2007) and a member of the Board of Jimmy
Choo Ltd (from 2001 to 2011), a privately held luxury shoe wholesaler and retailer. We believe Mr. Bensoussan is qualified to serve
as a member of our board of directors due to his business and financial acumen, as well as his experience in the retail and branded
luxury goods market.
Patrick Choël
Mr. Choël, age 73, was appointed to
the board of directors in June 2006 as an independent director, and is a member of the Audit Committee, Nominating Committee and
the Executive Compensation and Stock Option Committee. Mr. Choël is a director of our majority-owned subsidiary, Interparfums
SA, a publicly held company, and Christian Dior and Guerlain, both privately held companies. He is also the manager of Université
82, a business consultant and advisor. For approximately 10 years, through March 2004, Mr. Choël worked as the President and
CEO of two divisions of LVMH, first Parfums Christian Dior, a leading world-wide prestige beauty/fragrances business, and later,
the LVMH Perfumes and Cosmetics Division, which included such well-known brands as Parfums Christian Dior, Guerlain, and Parfums
Givenchy, among others. Prior to such time, for approximately 30 years, he worked at various executive positions at Unilever, including
President and CEO of Elida Fabergé France and President and CEO of Chesebrough Pond’s USA. We believe that Mr. Choël,
who has previously worked as President and Chief Executive Officer of two divisions of LVMH Moet Hennessy Louis Vuitton S.A., which
included such well-known brands as Parfums Christian Dior, Guerlain, and Parfums Givenchy, is qualified to serve as a member of
our board of directors.
Michel Dyens
Michel Dyens, age 77, is the owner, Chairman
and Chief Executive Officer of Michel Dyens & Co., which he founded more than 25 years ago. With headquarters in New York and
Paris, Michel Dyens & Co. is a leading independent investment banking firm focused on mergers and acquisitions. Michel Dyens
& Co. has vast experience in the luxury goods, beauty, spirits and other premium branded consumer goods in which it has concluded
numerous landmark deals. Michel Dyens & Co. has advised in such deals as the sale of the Grey Goose ultra-premium vodka brand
to Bacardi, John Frieda Professional Hair Care and Molton Brown to the Kao Company, the Svedka vodka brand to Constellation Brands,
Chambord liqueur to Brown-Forman, Harry Winston to Aber Diamond Company and Boucheron to Gucci. Michel Dyens & Co. also has
a strong track record of deals in media and internet, including the deals in which AuFeminin was sold to Axel Springer and Cyréalis
to M6, among others.
Recently, Michel Dyens & Co. represented
Mr. ChinWook Lee, the founder and CEO of Dr. Jart+, for the sale of an interest in Have & Be Co. Ltd. to The Estée Lauder
Companies. Michel Dyens & Co. also advised the shareholders of the largest independent hair color and hair care company in
Brazil, Niely Cosmeticos in the sale of the company to L’Oréal, as well as advising the owner of the super-premium
liqueur St-Germain in the sale of the brand to Bacardi, the Colomer Group (American Crew and CND/Shellac brands) in its sale to
Revlon, and Sydney Frank Importing Company in the sale of the company to Jaegermeister. Other recent transactions include the sale
of Essie cosmetics business to L’Oréal, the acquisition of the Swiss watchmaker Hublot by LVMH, the sale of TIGI (BedHead
and Catwalk brands) to Unilever and the sale of NIOXIN Research Laboratories to Procter & Gamble.
Mr. Dyens
is also the owner of Varenne Enterprises, a media company which he founded more than 25 years ago. From April 2004 to September
2014, Mr. Dyens was an independent director of Interparfums SA, a majority-owned subsidiary of the Company, which has it shares
publicly traded on the Euronext Exchange.
We believe Mr. Dyens is qualified to serve as a
member of our board of directors due to his knowledge of our company’s luxury business, his business and financial acumen,
as well as his experience in the luxury goods market.
Veronique Gabai-Pinsky
Ms. Gabai-Pinsky, age 51, is a director
nominee for the first time, who also became a director of Interparfums SA in April 2017. She was appointed President of Vera Wang
Group in January 2016, after a year of consulting with the company and currently oversees all product categories and markets. Prior
to joining Vera Wang, from 2006 to December 2014 Ms. Gabai-Pinsky was the Global President for Aramis and Designers Fragrances
as well as Beauty Bank and Idea Bank at the Estee Lauder Companies, reporting to the Chief Executive Officer of such company. During
her tenure, Ms. Gabai-Pinsky developed and ensured the growth of several beauty and skin care brands, including Lab Series for
Men. She was highly instrumental in the evolution of the fragrance category for such company, as she improved its overall business
model, globally grew brands such as Donna Karan and Michael Kors, evolved and harmonized the portfolio, divested dilutive brands
and brought in Tory Burch, Zegna and Marni under licenses. She ultimately actively participated in the acquisitions of Le Labo,
Frederic Malle, and By Kilian and assisted in the transformation of the long term strategic direction of such company.
In the earlier years of her career, Ms.
Gabai-Pinsky served as Vice President of Marketing and Communication for Guerlain, a division of LVMH Moet Hennessy Louis Vuitton
S.A., where she led the successful re-launch of Shalimar, the introduction of Aqua Allegoria, and contributed to the re-focus of
the beauty category around its pillars, Terracotta, Meteorites and Issima, while redesigning all communication strategies and content.
She started her career at L’Oréal, and was also Vice President of Marketing for Giorgio Armani, where she was instrumental
in the overall development of its fragrance business by developing the successful Acqua di Gio for men and introducing the Emporio
Armani franchise. A graduate from ESSEC Business School in Paris, France, she has received several awards, including Marketer of
the Year by Women’s Wear Daily in December 2013.
If elected at this meeting, then Ms. Gabai-Pinksy
will be an independent director, and the board of directors intends that she replace the retiring Jean Levy on the Audit Committee,
Executive Compensation and Stock Option Committee and the Nominating Committee of our company. We believe Ms. Gabi-Pinsky is qualified
to serve as a member of our board of directors due to her more than 25 years of experience in the luxury, fashion, beauty and fragrance
fields, success as a brand builder, creative thinker, business acumen, and a broad understanding of consumers, brands and business
models.
Executive Officer (Non Director)
Frederic Garcia-Pelayo
Frederic Garcia-Pelayo, age 57, has been
with Interparfums SA for more than the past 20 years. He is currently the Executive Vice President and Chief Operating Officer
of Interparfums SA, and was previously the Director of its Luxury and Fashion division beginning in March 2005. He was also previously
the Director of Marketing and Distribution for Perfume and Cosmetics and was first named Executive Vice President in 2004.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely upon a review of Forms 3, 4
and 5 and any amendments to such forms furnished to us, and written representations from various reporting persons furnished to
us, except as set forth below, we are not aware of any reporting person who has failed to file the reports required to be filed
under Section 16(a) of the Securities Exchange Act of 1934 on a timely basis.
Executive Compensation
Compensation Discussion and Analysis
General
The executive compensation and stock option
committee of our board of directors is comprised entirely of independent directors and oversees all elements of compensation (base
salary, annual bonus, long-term incentives and perquisites) of our company’s executive officers and administers our company’s
stock option plans, other than the non-employee directors stock option plan, which is self-executing.
The objectives of our compensation program
are designed to strike a balance between offering sufficient compensation to either retain existing or attract new executives on
the one hand, and maintaining compensation at reasonable levels on the other hand. We do not have the resources comparable to the
cosmetic giants in our industry, and, accordingly, cannot afford to pay excessive executive compensation. In furtherance of these
objectives, our executive compensation packages generally include a base salary, as well as annual incentives tied to individual
performance and long-term incentives tied to our operating performance.
Mr. Madar, the Chairman and Chief Executive
Officer, takes the initiative after discussions with Mr. Russell Greenberg, Executive Vice President, Chief Financial Officer and
a Director, and recommends executive compensation levels for executives for United States operations. Mr. Benacin, the Chief Executive
Officer of Interparfums SA, takes the initiative after discussions with Philippe Santi, the Chief Financial Officer of Interparfums
SA, and recommends executive compensation levels for executives in European operations. The recommendations are presented to the
compensation committee for its consideration, and the compensation committee makes a final determination regarding salary adjustments
and annual award amounts to executives, including Jean Madar and Philippe Benacin. Messrs. Madar and Benacin are not present during
deliberations or determination of their executive compensation by the compensation committee. Further, Messrs. Madar and Benacin,
in addition to being executive officers and directors, are our largest beneficial shareholders, and therefore, their interests
are aligned with our shareholder base in keeping executive compensation at a reasonable level.
The compensation committee was pleased that
the most recent shareholder advisory vote on executive compensation held at our last annual meeting of shareholders in September
2016 overwhelmingly approved the compensation policies and decisions of the compensation committee. The compensation committee
has determined to continue its present compensation policies in order to determine similar future decisions.
Our compensation committee believes that
individual executive compensation is at a level comparable with executives in other companies of similar size and stage of development
that operate in the fragrance industry, and takes into account our company’s performance as well as our own strategic goals.
Further, the compensation committee believes that its present policies to date, with its emphasis on rewarding performance, has
served to focus the efforts of our executives, which in turn has permitted our company to weather economic and political turmoil
in certain parts of the world and keep our company on track for continued profitability, which management believes will result
in enhanced shareholder value.
Elements of Compensation
General
The compensation of our executive officers
is generally comprised of base salaries, including a fee paid to the holding companies of each of Messrs. Madar and Benacin, annual
cash bonuses and long-term equity incentive awards. In determining specific components of compensation, the compensation committee
considers individual performance, level of responsibility, skills and experience, other compensation awards or arrangements and
overall company performance. The compensation committee reviews and approves all elements of compensation for all of our executive
officers taking into consideration recommendations from the Chief Executive Officer of our company and the Chief Executive Officer
of Interparfums SA, as well as information regarding compensation levels at competitors in our industry.
Our named executive officers have all been
with the company for more than the past ten (10) years, with Messrs. Madar and Benacin being founders of the company in 1985. As
Messrs. Madar and Greenberg for United States operations, and Benacin and Santi for European operations, are most familiar with
the individual performance, level of responsibility, skills and experience of each executive officer in their respective operating
segments, the compensation committee relies upon the information provided by such executive officers in determining individual
performance, level of responsibility, skills and experience of each executive officer.
The compensation committee views the competitive
market place very broadly, which would include executive officers from both public and privately held companies in general, including
fashion and beauty companies, but not limited to the peer companies contained in the corporate performance graph contained in our
annual report. Rather than tie the compensation committee’s determination of compensation proposals to any specific peer
companies, the members of our committee have used their business experience, judgment and knowledge to review the executive compensation
proposals recommended to them by Mr. Madar for United States operations and Mr. Benacin for European operations. As such, compensation
committee did not determine the need to “benchmark” of any material item of compensation or overall compensation.
The members of the compensation committee
have extensive experience and business acumen and are well qualified in determining the appropriateness of executive compensation
levels. Mr. Heilbronn is a managing partner of a business consulting firm in the area of mergers and acquisitions of large international
companies in retail, consumer goods and consumer services throughout the world. Mr. Levy has over thirty years’ experience
as an executive officer, including more than ten years as President and Chief Executive Officer of well-known cosmetic companies
such as Cosmair and Sanofi Beaute (France). Mr. Choël, the final committee member, is presently a business consultant and
advisor, who previously worked as President and Chief Executive Officer of two divisions of LVMH Moet Hennessy Louis Vuitton S.A.,
which included such well-known brands as Parfums Christian Dior, Guerlain, and Parfums Givenchy. Mr. Choël has also been President
and CEO of both Elida Fabergé France and Chesebrough Pond’s USA.
Base Salary
Base salaries for executive officers are
initially determined by evaluating the responsibilities of the position held and the experience of the individual, and by reference
to the competitive market place for executive talent. Base salaries for executive officers are reviewed on an annual basis, and
adjustments are determined by evaluating our operating performance, the performance of each executive officer, as well as whether
the nature of the responsibilities of the executive has changed.
As stated above, as Messrs. Madar and Greenberg
for United States operations, and Benacin and Santi for European operations, are most familiar with the individual performance,
level of responsibility, skills and experience of each executive officer in their respective segments, the committee relies upon
the information provided by such executive officers in determining individual performance, level of responsibility, skills and
experience of each executive officer.
For executive officers of United States
operations, the bulk of their annual compensation is in base salary including a fee paid to the holding company for Mr. Madar for
services rendered outside the United States. However, for executive officers of European operations base salary comprises a smaller
percentage of overall compensation. We have paid a lower percentage of overall compensation in the form of base salary to executive
officers of European operations for several years, principally because European operations historically have had higher profitability
than United States operations, and European operations are run differently from United States operations by the Chief Executive
Officer of European operations, Mr. Benacin. As the result of this historically higher profitability, European operations have
had the ability to pay higher bonus compensation in addition to base salary. As bonus compensation is and has historically been
discretionary, no targets were set in order to maintain flexibility. Further, if results of operations for European operations
were not satisfactory (again, no target amounts were set to maintain flexibility), then bonus compensation, as well as overall
compensation could be lowered without otherwise affecting base salary. Finally, by keeping annual bonus compensation at a higher
percentage of overall compensation and base salary at a lower percentage, our company benefits because the base amount for annual
salary adjustments would be smaller.
For 2016, Mr. Benacin did not receive any
increase in his base salary of €420,000 ($465,000), while in 2015, Mr. Benacin did receive a modest increase of €6,000
from €414,000 to €420,000. Further, Mr. Benacin’s personal holding company received the same $250,000 in 2016 that
he received in 2015 and 2014 for services rendered outside of the United States by Mr. Benacin for the benefit of the Company’s
United States operations in his capacity as President of our company. Payment is being made by the Company’s United States
operations to Mr. Benacin’s holding company in accordance with the consulting agreement with Mr. Benacin’s holding
company, which provides for review on an annual basis of the amount of compensation payable to such company.
The compensation committee took into account
the following salient factors in authorizing payment to Mr. Benacin’s holding company— services rendered to United
States operations for several years by Mr. Benacin in connection with licensing and distribution of international brands, as well
as future services to be performed by Mr. Benacin internationally relating to licensing and distribution of international brands
for United States operations.
For 2016, two named executive officers of
Interparfums SA, Mr. Philippe Santi, Executive Vice President and the Chief Financial Officer of Interparfums SA, and Mr. Frederic
Garcia-Pelayo, Executive Vice President and Chief Operating Officer of Interparfums SA, each received €7,200 ($8,000) salary
increases that brought their 2016 base salaries to €307,200 ($340,000), which was in line with their modest increases in their
base salaries to €300,000 and €294,000 in 2015 and 2014, respectively. The compensation committee considered the recommendations
of Mr. Benacin, results of operations for the year, as well as the services performed for European operations by Messrs. Santi
and Garcia-Pelayo in authorizing these salary levels.
A different approach is taken for United
States operations as that segment is smaller and less profitable. A more significant base salary is paid in order to attract and
retain employees with the skills and talents needed to run the operation with a lesser emphasis placed on bonuses. Neither of the
executive officers for United States operations have employment agreements (although Mr. Madar’s personal holding company
has a consulting agreement that provides for review on an annual basis of the amount of compensation payable to such company),
as we believe that having flexibility in structuring annual base salary is a benefit, which permits us to act quickly to meet a
changing economic environment.
For each of 2016, 2015 and 2014, Mr. Madar’s
base salary remained steady and aggregated $630,000, which includes $250,000 received by Mr. Madar’s personal holding company
in each year for services rendered outside of the United States by Mr. Madar in his capacity as Chief Executive Officer. In determining
Mr. Madar’s base salary including the consulting fee for 2016, the Committee took into account Mr. Madar’s leadership
of our company in general, the increasing profitability of United States operations over the past several years, and his leadership
in assisting United States operations in obtaining new licensing opportunities and his assistance in developing new products and
expanding international distribution of U.S. operations.
Russell Greenberg, the Executive Vice President
and Chief Financial Officer, has received the same $30,000 increase in base salary for 2016, 2015 and 2014, and for 2016 his base
salary was $600,000. In connection with these increases in salary, the Compensation Committee considered the following material
factors in granting Mr. Greenberg his salary increases: his individual performance, level of responsibility, skill and experience,
as well as the recommendation of the Chief Executive Officer.
Mr. Andy Clarke was the President of Inter
Parfums USA, LLC, the largest subsidiary of the United States operations until he left the Company on December 31, 2016. For each
of 2016, 2015 and 2014, he received a modest $10,000 increase in base salary, reaching a high of $340,000 in 2016. Beginning in
2012 in lieu of a base salary increase, Mr. Clarke was awarded a commission on certain sales that he was instrumental in bringing
to our company. For 2016, 2015 and 2014, Mr. Clarke received commissions relating to those sales of $167,693, $225,341 and $217,232,
respectively. For a detailed discussion of Mr. Clarke’s commission structure for 2016, 2015 and 2014, please see
“Bonus
Compensation/Annual Incentives”.
The Compensation Committee considered Mr. Clarke’s contribution to sales growth
of our company’s United States operations as well as the integration of several new licensed brands into United States operations
as the basis for increasing his base salary.
Bonus Compensation/Annual Incentives
As discussed above, we have paid a higher
percentage of overall compensation in the form of bonus compensation to executive officers of European operations for several years,
principally because European operations historically have had higher profitability than United States operations. As the result
of this historically higher profitability, European operations have had the ability to pay higher bonus compensation in addition
to base salary. As bonus compensation is discretionary, no targets were set in order to maintain flexibility. Further, if results
of operations for European operations were not satisfactory (again, no target amounts were set to maintain flexibility), then bonus
compensation, as well as overall compensation could be lowered without otherwise affecting base salary. Individual performance,
level of responsibility, skill and experience, were the salient factors considered by the Compensation Committee in awarding bonus
compensation described below.
For 2016, Mr. Benacin, the chief decision
maker for European operations, proposed and the compensation committee concurred in the payment of bonus compensation of €70,000
($77,000) to Mr. Benacin (approximately 17% of base salary), and €290,000 ($321,000) to each of Messrs. Santi and Garcia-
Pelayo (approximately 94% of base salary). This bonus compensation was in line with payments made for both 2015 and 2014, which
are set forth below.
For 2015, Mr. Benacin proposed and the compensation
committee concurred in the payment of bonus compensation of €86,000 ($95,000) to Mr. Benacin (approximately 20% of base salary),
and €280,000 ($311,000) to each of Messrs. Santi and Garcia- Pelayo (approximately 93% of base salary). This bonus compensation
was in line with 2014 bonus compensation to Mr. Benacin of €86,000 (approximately 21% of base salary) and to Messrs. Santi
and Garcia of €273,000 (approximately 93% of base salary).
A different approach is taken for United
States operations as that segment is smaller and less profitable. As discussed above, a more significant base salary is paid in
order to attract and retain employees with the skills and talents needed to run United States operations with a lesser emphasis
placed on bonuses. Based upon the recommendation of the Chief Executive Officer, for each of 2016, 2015 and 2014, Mr. Greenberg
received a discretionary cash bonus of $50,000. The Compensation Committee considered the following material factors in granting
Mr. Greenberg his bonuses: his individual performance, level of responsibility, skill and experience, as well as the recommendation
of the Chief Executive Officer.
Mr. Clarke, who was an executive officer
of United States operations until December 31, 2016, received additional compensation in the form of commissions on certain sales
that he was instrumental in bringing to our company, which was based upon a percentage of Anna Sui brand sales as well as sales
to the secondary market. The commission rate was determined based on internal estimates of sales targets for such new business,
and for 2016, he received commissions aggregating $167,693.
Due to decreased sales of the Anna Sui brand
products in 2014, Mr. Clarke received a commission of only $217,000, which was down from $306,000 in 2013. In order to partially
offset the loss of commission income and in recognition of the services performed by Mr. Clarke in the development and integration
for United States operations of certain newly licensed brands, Agent Provocateur, Shanghai Tang and Oscar de la Renta, as well
as the acquisition of the new license for the Abercrombie & Fitch and Hollister brands in December 2014, the Chief Executive
Officer recommended and the compensation committee approved a $50,000 discretionary bonus for Mr. Clarke in 2014. For 2015, Mr.
Clarke received commissions totaling $225,000, which again were low as the result of the continuation of the depressed Chinese
market where Anna Sui sales are concentrated. However, in recognition of Mr. Clarke’s services in leading development of
the newly licensed Abercrombie & Fitch and Hollister brands, Mr. Clarke received the same discretionary bonus of $50,000 to
offset a portion of his loss of sales commissions.
Mr. Madar, the Chief Executive Officer has
not received any cash bonus in the past three years.
As required by French law, Interparfums
SA maintains its own profit sharing plan for all French employees who have completed three months of service, including executive
officers of our European operations other than Mr. Benacin, the Chief Executive Officer of Interparfums SA. Benefits are calculated
based upon a percentage of taxable income of Interparfums SA and allocated to employees based upon salary. The maximum amount payable
per year per employee is €28,960, or approximately $30,500.
Calculation of the total annual benefits
contribution is made according to the following formula:
67% of (Interparfums SA net income,
less 2.5% of shareholders equity without net income for the year) times a fraction, the numerator of which is wages, and
the denominator of which is net income before tax + wages + taxes (other than income tax) + valuation allowances + amortization
expenses + interest expenses.
Contribution to individual employees is
then made pro rata based upon their individual salaries for the year.
Long-Term Incentives
Stock Options
. We link long-term
incentives with corporate performance through the grant of stock options. All options are granted with an exercise price equal
to the fair market value of the underlying shares of our common stock on the date of grant, and terminate on or shortly after severance
of the executive’s relationship with us. Unless the market price of our common stock increases, corporate executives will
have no tangible benefit. Thus, they are provided with the additional incentive to increase individual performance with the ultimate
goal of increasing our overall performance. We believe that enhanced executive incentives which result in increased corporate performance
tend to build company loyalty. As a general rule, the number of options granted is determined by several factors including individual
performance, company operating results and past option grants to such executives.
For executive officers of United States
operations and European operations, we typically grant nonqualified stock options with a term of 6 years that vest ratably over
a 5-year period on a cumulative basis, so that the option will become fully exercisable at the beginning of the sixth year from
the date of grant.
We believe that the vesting period of these
options serve a dual purpose: 1. executives will not receive any benefit if they leave prior to such portion of the option vesting;
and 2. having a vesting period, matches the service period with the potential benefits of the option. Pursuant to our stock option
plan, non-qualified stock options granted to executives terminate immediately upon the executive’s termination of association
with our company. This termination provision coupled with a vesting period reduces benefits afforded to an executive when an executive
officer leaves our employ.
Over the past several years, as our company
has grown and the market price of our common stock has increased, Messrs. Madar and Benacin have realized substantial compensation
as the result of the exercise of their options. As the two executives most responsible for continued growth and success of our
company, the compensation committee believes the granting of options is an appropriate tool to tie a substantial portion of their
compensation to the success of our company and is completely warranted.
The actual compensation realized as the
result of the exercise of options in the past, as well as the future potential of such rewards, are powerful incentives for increased
individual performance and ultimately increased company performance. In view of the fact that the executive officers named above
contribute significantly to our profitable operations, the compensation committee believes the option grants are valid incentives
for these executive officers and are fair to our shareholders. Generally we grant options to executive officers in December of
each year.
In December for each of the years during
the period 2014 to 2016, upon the recommendation of the company’s Chief Executive Officer, the compensation committee granted
options to purchase a total of 19,000 shares of our common stock to each of Jean Madar and Philippe Benacin at the fair market
value on the date of grant. Option grants to Messrs. Madar and Benacin were identical as each is the Chief Executive Officer of
their respective operating segments. Also in December for each of the years 2014-2016, the compensation committee granted options
to purchase 25,000 shares to Mr. Greenberg, the Chief Financial Officer. Options to purchase 7,500 shares were granted to Mr. Clarke
in 2014 and 2015, but no options were granted to Mr. Clarke in 2016 as he left the company at the end of the year. The Compensation
Committee determined that the option grants for Messrs. Madar, Benacin and Greenberg, which have remained the same for years 2014-2016,
were reasonable, so based upon the recommendation of the Chief Executive Officer, it determined to keep the option grants for such
executive officers at the same level for 2016.
Upon recommendation of both Messrs. Madar
and Benacin, in December 2016 and 2015, the compensation committee authorized the grants of options to purchase a total of 6,000
shares to Messrs. Santi and Garcia-Pelayo, which was the same amount as the aggregate amount granted in December 2014 and January
2015. The compensation committee believes that these grants were proper in view of their contribution to our company’s results
in each of 2014, 2015 and 2016.
Interparfums SA Stock Compensation Plan.
In
September 2016, Interparfums SA, approved a plan to grant an aggregate of 15,100 shares of its stock to employees with no performance
condition requirement, and an aggregate of 133,000 shares to officers and managers, subject to certain corporate performance conditions.
The shares will be distributed in September 2019 so long as the individual is employed by Interparfums SA at the time, and in
the case of officers and managers, only to the extent that the performance conditions have been met. Once distributed, the shares
will be unrestricted and the employees will be permitted to trade their shares. Under this plan, Mr. Benacin is estimated to receive
3,000 shares and Messrs. Santi and Garcia are estimated to receive 7,000 shares each.
The fair value of the grant of €22.46
per share (approximately $25.00 per share) has been determined based on the quoted stock price of Interparfums SA shares as reported
by the NYSE Euronext on the date of grant taking into account the dividend yield as no dividends on this grant will be earned until
the shares are distributed. The estimated number of shares to be distributed of 137,381 has been determined taking into account
employee turnover. The aggregate cost of the grant of €3.1 million (approximately $3.4 million) will be recognized as compensation
cost by Interparfums SA on a straightline basis over the requisite three year service period. For the year ended December 31, 2016,
$0.4 million of compensation cost has been recognized.
Stock Appreciation Rights.
Our stock
option plans authorize us to grant stock appreciation rights, or SARs. A SAR represents a right to receive the appreciation in
value, if any, of our common stock over the base value of the SAR. To date, we have not granted any SARs under our plans. While
the compensation committee currently does not plan to grant any SARs under our plans, it may choose to do so in the future as part
of a review of the executive compensation strategy.
Restricted Stock.
We have not in
the past, and we do not have any future plans to grant restricted stock to our executive officers.
However, while the compensation
committee currently does not plan to authorize any restricted stock plans, the compensation committee may choose to do so in the
future as part of a review of the executive compensation strategy. Our French operating subsidiary, Interparfums, SA, however,
has instituted the Interparfums SA Stock Compensation Plan in September 2016 as discussed above.
Other Compensation
Mr. Benacin is the
Chief Executive Officer of Interparfums SA (European operations), as well as a founder of our company, and we believe we should
recognize his responsibility, skills and experience, as well as the results of our company. For 2016, Mr. Benacin received an automobile
allowance of €10,800, which is the same amount paid in since 2010. Also, Mr. Garcia- Pelayo, Director Export Sales of Interparfums
SA, also receives an automobile allowance of €6,800 per year.
No Stock Ownership Guidelines
We do not require any minimum level of stock ownership by
any of our executive officers. As stated above, Messrs. Madar and Benacin, are our largest beneficial shareholders, which aligns
their interests with our shareholder base in keeping executive compensation at a reasonable level.
Retirement and Pension Plans
We maintain a 401(k) plan for United States
operations. However, we do not match any contributions to such plan, as we have determined that base compensation together with
annual bonuses and stock option awards, are sufficient incentives to retain talented employees. Our European operations maintain
a pension plan for its employees as required by French law. For 2016, each of Messrs. Benacin, Santi and Garcia-Pelayo received
an increase of €14,300 ($16,000) in their vale of deferred compensation earnings.
Compensation Committee Report
We have reviewed and discussed with management
the Compensation Discussion and Analysis provisions to be included in this Annual Report on Form 10-K for fiscal year ended December 31,
2016 and the proxy statement for the upcoming annual meeting of shareholders. Based on this review and discussion, we recommend
to the board of directors that the Compensation Discussion and Analysis referred to above be included in this Annual Report on
Form 10-K as well as the proxy statement for the upcoming annual meeting of shareholders.
Francois Heilbronn
Jean Levy and
Patrick Choël
The following table sets forth a summary
of all compensation awarded to, earned by or paid to our “named executive officers,” who are our principal executive
officer, our principal financial officer, and each of the three most highly compensated executive officers of our company. This
table covers all such compensation during fiscal years ended December 31, 2016, December 31, 2015 and December 31, 2014. For
all compensation related matters disclosed in the summary compensation table, and elsewhere where applicable, all amounts paid
in euro have been converted to U.S. dollars at the average rate of exchange in each year.
SUMMARY COMPENSATION TABLE
Name and Principal Position
|
|
Year
|
|
Salary ($)
|
|
|
Bonus ($)
|
|
|
Stock
Awards
($)
|
|
|
Option
Awards
($)(1)
|
|
|
Non-Equity
Incentive Plan
Compensation
($)(2)
|
|
|
Change in Pension Value
and Nonqualified
Deferred Compensation
Earnings ($)
|
|
|
All Other
Compensation
($)(3)
|
|
|
Total ($)
|
|
Jean Madar,
|
|
2016
|
|
|
630,000
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
141,709
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
771,709
|
|
Chairman and
|
|
2015
|
|
|
630,000
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
112,408
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
742,408
|
|
Chief Executive Officer
|
|
2014
|
|
|
630,000
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
140,220
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
770,220
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Russell Greenberg,
|
|
2016
|
|
|
600,000
|
|
|
|
50,000
|
|
|
|
-0-
|
|
|
|
186,456
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
836,456
|
|
Chief Financial Officer and
|
|
2015
|
|
|
570,000
|
|
|
|
50,000
|
|
|
|
-0-
|
|
|
|
147,905
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
767,905
|
|
Executive Vice President
|
|
2014
|
|
|
540,000
|
|
|
|
50,000
|
|
|
|
-0-
|
|
|
|
184,500
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
774,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philippe Benacin, President Inter
|
|
2016
|
|
|
714,722
|
|
|
|
77,462
|
|
|
|
84,232
|
|
|
|
141,706
|
|
|
|
-0-
|
|
|
|
15,824
|
|
|
|
11,951
|
|
|
|
1,045,897
|
|
Parfums, Inc., Chief Executive
|
|
2015
|
|
|
716,074
|
|
|
|
95,434
|
|
|
|
-0-
|
|
|
|
112,408
|
|
|
|
-0-
|
|
|
|
18,573
|
|
|
|
11,985
|
|
|
|
954,474
|
|
Officer of Interparfums SA
|
|
2014
|
|
|
799,833
|
|
|
|
114,217
|
|
|
|
-0-
|
|
|
|
140,220
|
|
|
|
-0-
|
|
|
|
18,461
|
|
|
|
13,343
|
|
|
|
1,086,074
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philippe Santi, Executive Vice
|
|
2016
|
|
|
339,948
|
|
|
|
320,914
|
|
|
|
196,754
|
|
|
|
44,749
|
|
|
|
-0-
|
|
|
|
15,824
|
|
|
|
-0-
|
|
|
|
918,189
|
|
President and Chief Financial
|
|
2015
|
|
|
332,910
|
|
|
|
310,716
|
|
|
|
-0-
|
|
|
|
42,271
|
|
|
|
17,276
|
|
|
|
18,573
|
|
|
|
-0-
|
|
|
|
721,746
|
|
Officer, Interparfums SA
|
|
2014
|
|
|
390,461
|
|
|
|
362,571
|
|
|
|
-0-
|
|
|
|
36,900
|
|
|
|
-0-
|
|
|
|
18,461
|
|
|
|
-0-
|
|
|
|
808,393
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frédéric Garcia-Pelayo,
|
|
2016
|
|
|
339,948
|
|
|
|
320,914
|
|
|
|
196,754
|
|
|
|
44,749
|
|
|
|
-0-
|
|
|
|
15,824
|
|
|
|
7,525
|
|
|
|
925,714
|
|
Executive Vice President and
|
|
2015
|
|
|
332,910
|
|
|
|
310,716
|
|
|
|
-0-
|
|
|
|
42,271
|
|
|
|
17,276
|
|
|
|
18,573
|
|
|
|
7,590
|
|
|
|
729,336
|
|
Chief Operating Officer Interparfums SA
|
|
2014
|
|
|
390,461
|
|
|
|
362,571
|
|
|
|
-0-
|
|
|
|
36,900
|
|
|
|
-0-
|
|
|
|
18,461
|
|
|
|
9,031
|
|
|
|
817,424
|
|
1 Amounts reflected under Option Awards represent the grant
date fair values in 2016, 2015 and 2014 based on the fair value of stock option awards using a Black-Scholes option pricing model.
The assumptions used in this model are detailed in Footnote 12 to the audited consolidated financial statements in our Annual Report
on Form 10-K for the year ended December 31, 2016 and filed with the SEC.
2 As required by French law, Interparfums SA maintains its own
profit sharing plan for all French employees who have completed three months of service, including executive officers of our European
operations other than Mr. Benacin, the Chief Executive Officer of Interparfums SA Benefits are calculated based upon a percentage
of taxable income of Interparfums SA and are allocated to employees based upon salary. The maximum amount payable per year is 28,960
euro, or approximately $30,500.
Calculation of total annual benefits contribution is made according
to the following formula:
67% of (Interparfums SA net income, less 2.5% of shareholders
equity without net income for the year) times a fraction, the numerator of which is wages, and the denominator of which is net
income before tax + wages + taxes (other than income tax) + valuation allowances + amortization expenses + interest expenses.
Contribution to individual employees is then made pro rata based
upon their individual salaries for the year.
3 The following table identifies (i) perquisites and other personal
benefits provided to our named executive officers in fiscal 2016, and quantifies those required by SEC rules to be quantified and
(ii) all other compensation that is required by SEC rules to be separately identified and quantified.
Name and Principal Position
|
|
Perquisites
and other
Personal
Benefits ($)
|
|
|
Personal
Automobile
Expense($)
|
|
|
Lodging
Expense($)
|
|
|
Total ($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jean Madar, Chairman
Chief Executive Officer
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Russell Greenberg,
Chief Financial Officer and Executive Vice President
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philippe Benacin,
President of Inter Parfums, Inc. and Chief Executive Officer of Interparfums SA
|
|
|
-0-
|
|
|
|
11,951
|
|
|
|
-0-
|
|
|
|
11,951
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philippe Santi,
Executive Vice President and Chief Financial Officer, Interparfums SA
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frédéric Garcia-Pelayo,
Executive Vice President and Chief Operating Officer, Interparfums SA
|
|
|
-0-
|
|
|
|
7,525
|
|
|
|
-0-
|
|
|
|
7,525
|
|
Plan Based Awards
The following table sets certain information relating to each
grant of an award made by our company to the executive officers of our company listed in the Summary Compensation Table during
the past fiscal year.
|
|
|
|
Grants of Plan-Based Awards
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Grant Date
|
|
Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards
|
|
|
Estimated Future Payouts
Under Equity Incentive Plan
Awards
|
|
|
All Other
Stock
Awards:
Number of
Shares of
|
|
|
All Other
Option
Awards:
Number of
Securities
|
|
|
Exercise
or Base
Price of
Option
|
|
|
Closing
|
|
|
|
|
|
Threshold
($)
|
|
|
Target
($)
|
|
|
Maximum
($)
|
|
|
Threshold
(#)
|
|
|
Target
(#)
|
|
|
Maximum
(#)
|
|
|
Stock or
Units (#)
|
|
|
Underlying
Options (#)
|
|
|
Awards
($/Sh)
|
|
|
Price
($/Sh)
|
|
Jean Madar
|
|
12/30/16
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
19,000
|
|
|
|
32.825
|
|
|
|
32.75
|
|
Russell Greenberg
|
|
12/30/16
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
25,000
|
|
|
|
32.825
|
|
|
|
32.75
|
|
Philippe Benacin
|
|
12/30/16
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
19,000
|
|
|
|
32.825
|
|
|
|
32.75
|
|
Philippe Santi
|
|
12/30/16
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
6,000
|
|
|
|
32.825
|
|
|
|
32.75
|
|
Frédéric Garcia-Pelayo
|
|
12/30/16
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
6,000
|
|
|
|
32.825
|
|
|
|
32.75
|
|
Options
As discussed above, we typically grant nonqualified
stock options with a term of 6 years that vest ratably of a 5-year period on a cumulative basis, so that the option will become
fully exercisable at the beginning of the sixth year from the date of grant.
We believe that the vesting period of these options serves a
dual purpose: 1. executives will not receive any benefit if they leave prior to such portion of the option vesting; and 2. having
a vesting period matches the service period with the potential benefits of the option.
Under our company’s stock option plans,
the exercise price is determined by the average of the high and low price on the date of grant, not the closing price as reported
by The Nasdaq Stock Market.
We also note that the Summary Compensation
Table does not include income realized by the named executive officers as the result of the exercise of stock options, but rather
reflects the dollar amount recognized for financial statement reporting purposes for options granted in accordance with ASC topic
718-20. However, value realized as the result of stock option exercises is set forth in the table entitled “Option Exercises
and Stock Vested”.
Interparfums SA Stock Compensation Plan.
The following table sets certain information relating to each
grant of an award made by Interparfums SA to the executive officers of our company listed in the Summary Compensation Table during
the past fiscal year.
|
|
|
|
Grants of Plan-Based Awards
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Grant Date
|
|
Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards
|
|
|
Estimated Future Payouts
Under Equity Incentive Plan
Awards
|
|
|
All Other
Stock
Awards:
Number of
Shares of
|
|
|
All Other
Option
Awards:
Number of
Securities
|
|
|
Exercise
or Base
Price of
Option
|
|
|
Closing
|
|
|
|
|
|
Threshold
($)
|
|
|
Target
($)
|
|
|
Maximum
($)
|
|
|
Threshold
(#)
|
|
|
Target
(#)
|
|
|
Maximum
(#)
|
|
|
Stock or
Units (#)
|
|
|
Underlying
Options (#)
|
|
|
Awards
($/Sh)
|
|
|
Price
($/Sh)
|
|
Jean Madar
|
|
NA
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
NA
|
|
|
|
NA
|
|
Russell Greenberg
|
|
NA
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
NA
|
|
|
|
NA
|
|
Philippe Benacin
|
|
9/6/16
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
NA
|
|
|
|
3,000
|
|
|
|
NA
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
$
|
25.00
|
|
Philippe Santi
|
|
9/6/16
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
NA
|
|
|
|
7,000
|
|
|
|
NA
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
$
|
25.00
|
|
Frédéric Garcia-Pelayo
|
|
9/6/16
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
NA
|
|
|
|
7,000
|
|
|
|
NA
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
$
|
25.00
|
|
In September 2016, Interparfums SA approved
a plan to grant an aggregate of 15,100 shares of its stock to employees with no performance condition requirement, and an aggregate
of 133,000 shares to officers and managers, subject to certain corporate performance conditions. The shares will be distributed
in September 2019 so long as the individual is employed by Interparfums SA at the time, and in the case of officers and managers,
only to the extent that the performance conditions have been met. Once distributed, the shares will be unrestricted and the employees
will be permitted to trade their shares. Under this plan in September 2019, Mr. Benacin is estimated to receive 3,000 shares of
Interparfums SA stock, and Messrs. Santi and Garcia are estimated to 7,000 shares each.
The fair value of the grant of €22.46
per share (approximately $25.00 per share) has been determined based on the quoted stock price of Interparfums SA shares as reported
by the NYSE Euronext on the date of grant taking into account the dividend yield as no dividends on this grant will be earned until
the shares are distributed. The estimated number of shares to be distributed of 137,381 has been determined taking into account
employee turnover. The aggregate cost of the grant of €3.1 million (approximately $3.4 million) will be recognized as compensation
cost by Interparfums SA on a straightline basis over the requisite three year service period. For the year ended December 31, 2016,
$0.4 million of compensation cost has been recognized.
Interparfums SA Profit Sharing Plan
As required by French law, Inter Parfums,
SA maintains its own profit sharing plan for all French employees who have completed three months of service, including executive
officers of our European operations other than Mr. Benacin, the Chief Executive Officer of Inter Parfums, SA. Benefits are calculated
based upon a percentage of taxable income of Interparfums SA and allocated to employees based upon salary. The maximum amount payable
per year per employee is 28,960 euro, or approximately $30,500.
Calculation of total annual benefits contribution
is made according to the following formula:
67% of (Interparfums SA net income, less 2.5% of shareholders
equity without net income for the year) times a fraction, the numerator of which is wages, and the denominator of which is net
income before tax + wages + taxes (other than income tax) + valuation allowances + amortization expenses + interest expenses.
Contribution to individual
employees is then made pro rata based upon their individual salaries for the year.
Outstanding Equity Awards at Fiscal
Year-End
The following table sets forth certain information
relating to outstanding equity awards of our Company held by the executive officers listed in the Summary Compensation Table as
of December 31, 2016.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
|
|
Option Awards
|
Name
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable(1)
|
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
|
|
Equity Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned Options
(#)
|
|
|
Option Exercise Price
($)
|
|
|
Option
Expiration
Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jean Madar
|
|
|
19,000
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
15.59
|
|
|
12/29/17
|
|
|
|
15,200
|
|
|
|
3,800
|
|
|
|
-0-
|
|
|
|
19.325
|
|
|
12/30/18
|
|
|
|
11,400
|
|
|
|
7,600
|
|
|
|
-0-
|
|
|
|
35.75
|
|
|
12/30/19
|
|
|
|
7,600
|
|
|
|
11,400
|
|
|
|
-0-
|
|
|
|
27.795
|
|
|
12/30/20
|
|
|
|
3,800
|
|
|
|
15,200
|
|
|
|
-0-
|
|
|
|
23.605
|
|
|
12/30/21
|
|
|
|
-0-
|
|
|
|
19,000
|
|
|
|
-0-
|
|
|
|
32.825
|
|
|
12/29/22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Russell Greenberg
|
|
|
20,000
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
15.59
|
|
|
12/29/17
|
|
|
|
20.000
|
|
|
|
5,000
|
|
|
|
-0-
|
|
|
|
19.325
|
|
|
12/30/18
|
|
|
|
15,000
|
|
|
|
10,000
|
|
|
|
-0-
|
|
|
|
35.75
|
|
|
12/30/19
|
|
|
|
10,000
|
|
|
|
15,000
|
|
|
|
-0-
|
|
|
|
27.795
|
|
|
12/30/20
|
|
|
|
5,000
|
|
|
|
20,000
|
|
|
|
-0-
|
|
|
|
23.605
|
|
|
12/30/21
|
|
|
|
-0-
|
|
|
|
25,000
|
|
|
|
-0-
|
|
|
|
32.825
|
|
|
12/29/22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philippe Benacin
|
|
|
19,000
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
15.59
|
|
|
12/29/17
|
|
|
|
15,200
|
|
|
|
3,800
|
|
|
|
-0-
|
|
|
|
19.325
|
|
|
12/30/18
|
|
|
|
11,400
|
|
|
|
7,600
|
|
|
|
-0-
|
|
|
|
35.75
|
|
|
12/30/19
|
|
|
|
7,600
|
|
|
|
11,400
|
|
|
|
-0-
|
|
|
|
27.795
|
|
|
12/30/20
|
|
|
|
3,800
|
|
|
|
15,200
|
|
|
|
-0-
|
|
|
|
23.605
|
|
|
12/30/21
|
|
|
|
-0-
|
|
|
|
19,000
|
|
|
|
-0-
|
|
|
|
32.825
|
|
|
12/29/22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philippe Santi
|
|
|
600
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
15.590
|
|
|
12/29/17
|
|
|
|
600
|
|
|
|
600
|
|
|
|
-0-
|
|
|
|
19.325
|
|
|
12/30/18
|
|
|
|
800
|
|
|
|
800
|
|
|
|
-0-
|
|
|
|
22.195
|
|
|
1/30/19
|
|
|
|
3,000
|
|
|
|
2,000
|
|
|
|
-0-
|
|
|
|
35.75
|
|
|
12/30/19
|
|
|
|
2,000
|
|
|
|
3,000
|
|
|
|
-0-
|
|
|
|
27.795
|
|
|
12/30/20
|
|
|
|
200
|
|
|
|
800
|
|
|
|
-0-
|
|
|
|
25.821
|
|
|
1/27/2021
|
|
|
|
1,200
|
|
|
|
4,800
|
|
|
|
-0-
|
|
|
|
23.605
|
|
|
12/30/21
|
|
|
|
-0-
|
|
|
|
6,000
|
|
|
|
-0-
|
|
|
|
32.825
|
|
|
12/29/22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frédéric Garcia-Pelayo
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,200
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
15.590
|
|
|
12/29/17
|
|
|
|
1,200
|
|
|
|
600
|
|
|
|
-0-
|
|
|
|
19.325
|
|
|
12/30/18
|
|
|
|
1,200
|
|
|
|
800
|
|
|
|
-0-
|
|
|
|
22.195
|
|
|
1/30/19
|
|
|
|
3,000
|
|
|
|
2,000
|
|
|
|
-0-
|
|
|
|
35.75
|
|
|
12/30/19
|
|
|
|
2,000
|
|
|
|
3,000
|
|
|
|
-0-
|
|
|
|
27.795
|
|
|
12/30/20
|
|
|
|
200
|
|
|
|
800
|
|
|
|
-0-
|
|
|
|
25.821
|
|
|
1/27/2021
|
|
|
|
1,200
|
|
|
|
4,800
|
|
|
|
-0-
|
|
|
|
23.605
|
|
|
12/30/21
|
|
|
|
-0-
|
|
|
|
6,000
|
|
|
|
-0-
|
|
|
|
32.825
|
|
|
12/29/22
|
[Footnotes from table
above]
1 All options expire 6 years from the date of grant, and vest
20% each year commencing one year after the date of grant.
The following table sets certain information
relating to outstanding equity awards granted by Interparfums SA, our majority-owned French subsidiary which has its shares traded
on the NYSE Euronext, held by the executive officers of our company listed in the Summary Compensation Table as of the end of the
past fiscal year.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OF INTERPARFUMS SA
|
|
Option Awards
|
|
|
Stock Awards
|
|
Name
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable)
|
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
|
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
|
|
|
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
(#)(1)
|
|
|
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares, Units
or Other
Rights that
Have Not
Vested ($)(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jean Madar
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
N/A
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
NA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Russell Greenberg
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
N/A
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
NA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philippe Benacin
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
N/A
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
3,000
|
|
|
|
86,647
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philippe Santi
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
N/A
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
7,000
|
|
|
|
202,176
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frédéric Garcia-Pelayo
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
N/A
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
7,000
|
|
|
|
202,176
|
|
[
Footnotes
from table above]
1 Estimated number of shares
are to be issued only to the extent that the performance conditions have been met.
2 As of December 30, 2016, the market value was €27.40,
which was the closing price of Interparfums SA as reported by Euronext, and the exchange rate was 1.0541 U.S. dollars to €1.
In September 2016, Interparfums SA, approved
a plan to grant an aggregate of 15,100 shares of its stock to employees with no performance condition requirement, and an aggregate
of 133,000 shares to officers and managers, subject to certain corporate performance conditions. The shares will be distributed
in September 2019 so long as the individual is employed by Interparfums SA at the time, and in the case of officers and managers,
only to the extent that the performance conditions have been met. Once distributed, the shares will be unrestricted and the employees
will be permitted to trade their shares. Under this plan in September 2019, Mr. Benacin is estimated to receive 3,000 shares of
Interparfums SA stock, and Messrs. Santi and Garcia are estimated to 7,000 shares each.
The fair value of the grant of €22.46
per share (approximately $25.00 per share) has been determined based on the quoted stock price of Interparfums SA shares as reported
by the NYSE Euronext on the date of grant taking into account the dividend yield as no dividends on this grant will be earned until
the shares are distributed. The estimated number of shares to be distributed of 137,381 has been determined taking into account
employee turnover. The aggregate cost of the grant of €3.1 million (approximately $3.4 million) will be recognized as compensation
cost by Interparfums SA on a straightline basis over the requisite three year service period. For the year ended December 31, 2016,
$0.4 million of compensation cost has been recognized.
Option Exercises and Stock Vested
The following table sets forth certain information
relating to each option exercise affected during the past fiscal year, and each vesting of stock, including restricted stock, restricted
stock units and similar instruments of our company during the past fiscal year, for the executive officers of our company listed
in the Summary Compensation Table.
OPTION EXERCISES AND STOCK VESTED
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
Name
|
|
Number of Shares
Acquired on
Exercise (#)
|
|
|
Value Realized on
Exercise
($)
1
|
|
|
Number of Shares
Acquired on Vesting
(#)
|
|
|
Value Realized
On Vesting
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jean Madar
|
|
|
19,000
|
|
|
|
667,850
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Russell Greenberg
|
|
|
30,000
|
|
|
|
461,473
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philippe Benacin
|
|
|
19,000
|
|
|
|
667,850
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philippe Santi
|
|
|
3,000
|
|
|
|
32,646
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frédéric Garcia-Pelayo
|
|
|
600
|
|
|
|
8,684
|
|
|
|
-0-
|
|
|
|
-0-
|
|
[Footnotes from table
above]
|
1
|
Total value realized on exercise of options in dollars is based upon the difference between the fair market value of the common
stock on the date of exercise, and the exercise price of the option.
|
The following table sets forth certain information
relating to each option exercise effected during the past fiscal year, and each vesting of stock, including restricted stock, restricted
stock units and similar instruments during the past fiscal year, of Interparfums SA, our majority-owned French subsidiary which
has its shares traded on the Euronext, for the executive officers of our company listed in the Summary Compensation Table.
OPTION EXERCISES AND STOCK VESTED
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
Name
|
|
Number of Shares
Acquired on
Exercise (#)
|
|
|
Value Realized on
Exercise
($)
1
|
|
|
Number of Shares
Acquired on Vesting
(#)
|
|
|
Value Realized
On Vesting
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jean Madar
|
|
|
13,530
|
|
|
|
181,165
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Russell Greenberg
|
|
|
2,901
|
|
|
|
32,102
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philippe Benacin
|
|
|
13,530
|
|
|
|
153,467
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philippe Santi
|
|
|
1,320
|
|
|
|
14,914
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frédéric Garcia-Pelayo
|
|
|
1,320
|
|
|
|
14,914
|
|
|
|
-0-
|
|
|
|
-0-
|
|
[Footnotes from table
above]
|
1
|
Total value realized on exercise of options in dollars is based upon the difference between the fair market value of the common
stock on the date of exercise, and the exercise price of the option.
|
Pension Benefits
The following table sets forth certain information relating
to payment of benefits in connection with retirement plans during the past fiscal year, for the executive officers of our company
listed in the Summary Compensation Table.
PENSION BENEFITS
Name
|
|
Plan Name
|
|
Number of Years
Credited Service
(#)
|
|
Present Value of
Accumulated Benefit
($)
|
|
|
Payments During
Last Fiscal Year
($)
|
|
Jean Madar
|
|
NA
|
|
NA
|
|
|
-0-
|
|
|
|
-0-
|
|
Russell Greenberg
|
|
NA
|
|
NA
|
|
|
-0-
|
|
|
|
-0-
|
|
Philippe Benacin
|
|
Inter Parfums SA Pension Plan
|
|
NA
|
|
|
234,000
|
|
|
|
15,800
|
|
Philippe Santi
|
|
Inter Parfums SA Pension Plan
|
|
NA
|
|
|
365,000
|
|
|
|
15,800
|
|
Frédéric Garcia-Pelayo
|
|
Inter Parfums SA Pension Plan
|
|
NA
|
|
|
212,000
|
|
|
|
15,800
|
|
Interparfums SA maintains a pension plan
for all of its employees, including all executive officers. The calculation of commitments for severance benefits involves estimating
the probable present value of projected benefit obligations. This projected benefit obligations is then prorated to take into account
seniority of the employees of Interparfums SA on the calculation date.
In calculating benefits, the following assumptions
were applied:
- voluntary retirement at age 65;
- a rate of 45% for employer payroll contributions
for all employees;
- a 4% average annual salary increase;
- an annual rate of turnover for all employees under
55 years of age and nil above;
- the TH 00-02 mortality table for men and the TF
00-02 mortality table for women;
- a discount rate of 2.0%.
The normal retirement age is 65 years, but
employees, including Messrs. Benacin, Santi and Garcia-Pelayo, can collect reduced benefits if they retire at age 62.
Nonqualified Deferred Compensation
We do not maintain any nonqualified deferred
compensation plans.
Employment and Consulting
Agreements
As part of our acquisition in 1991 of the
controlling interest in Interparfums SA, now a subsidiary, we entered into an employment agreement with Philippe Benacin. The agreement
provides that Mr. Benacin will be employed as Vice Chairman of the Board and President and Chief Executive Officer of Inter Parfums
Holdings and its subsidiary, Interparfums SA. The initial term expired on September 2, 1992, and has subsequently been automatically
renewed for additional annual periods. The agreement provides for automatic annual renewal terms, unless either party terminates
the agreement upon 120 days’ notice. For 2017, Mr. Benacin presently receives an annual salary of €420,000 (approximately
$465,000, and automobile expenses of €10,800 (approximately $12,000), which are subject to increase in the discretion of the
board of directors. The agreement also provides for indemnification and a covenant not to compete for one year after termination
of employment.
In 2014, we entered into a consulting agreement
with Mr. Benacin’s holding company, Philippe Benacin Holding SAS, which provides for review on an annual basis of the amount
of compensation payable to such company. The agreement also provides for indemnification for Mr. Benacin and his holding company
and a covenant not to compete for one year after termination of the agreement. The agreement was for one year, with automatic one
year renewals unless either party terminates on 120 days’ notice or Mr. Benacin ceases to be the President of our company.
For 2015 and 2016, Mr. Benacin’s personal holding company received $250,000 for services rendered outside of the United States
by Mr. Benacin in his capacity as President. This consulting agreement has been renewed at $250,000 for 2017.
In 2013, we enter into a consulting agreement
with Mr. Madar’s holding company, Jean Madar Holding SAS, which provides for review on an annual basis of the amount of compensation
payable to such company. The agreement also provides for indemnification for Mr. Madar and his holding company and a covenant not
to compete for one year after termination of the agreement. The agreement was for one year, with automatic one year renewals unless
either party terminates on 120 days’ notice or Mr. Madar ceases to be the Chief Executive Officer of our company. For 2015
and 2016, Mr. Madar’s personal holding company received $250,000 for services rendered outside of the United States by Mr.
Madar in his capacity as Chief Executive Officer. This consulting agreement has been renewed at $250,000 for 2017.
Compensation of Directors
The following table sets forth certain information
relating to the compensation for each of our directors who is not an executive officer of our Company named in the Summary Compensation
Table for the past fiscal year.
|
|
|
|
|
|
|
|
DIRECTOR COMPENSATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Fees
Earned
or Paid
in Cash
($)
|
|
|
Stock
Awards
($)
|
|
|
Option
Awards
($)
|
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
|
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
|
|
|
All Other
Compensation
($)
|
|
|
Total ($)
|
|
Francois Heilbronn
1
|
|
|
21,000
|
|
|
|
-0-
|
|
|
|
6,496
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
7,953
|
|
|
|
35,449
|
|
Jean Levy
2
|
|
|
21,000
|
|
|
|
-0-
|
|
|
|
6,496
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
7,644
|
|
|
|
35,140
|
|
Robert Bensoussan
3
|
|
|
12,500
|
|
|
|
-0-
|
|
|
|
6,496
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
10,785
|
|
|
|
29,781
|
|
Patrick Choël
4
|
|
|
21,000
|
|
|
|
-0-
|
|
|
|
6,496
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
27,496
|
|
Michel Dyens
5
|
|
|
15,000
|
|
|
|
-0-
|
|
|
|
6,496
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
21,496
|
|
[Footnotes from table
above]
|
1.
|
As of the end of the last fiscal year, Mr. Heilbronn held options to purchase an aggregate of 4,000 shares of our common stock.
|
|
2.
|
As of the end of the last fiscal year, Mr. Levy held options to purchase an aggregate of 3,250 shares of our common stock.
|
|
3.
|
As of the end of the last fiscal year, Mr. Bensoussan-Torres held options to purchase an aggregate of 4,000 shares of our common
stock.
|
|
4.
|
As of the end of the last fiscal year, Mr. Choël held options to purchase an aggregate of 3,250 shares of our common stock.
|
|
5.
|
As of the end of the last fiscal year, Mr. Dyens held
options to purchase an aggregate of 3,000 shares of our common stock.
|
For 2016, all nonemployee directors received
$5,000 for each board meeting at which they participate in person, and $2,500 for each meeting held by conference telephone. In
addition, the annual fee for each member of the audit committee is $6,000.
We maintain stock option plans for our nonemployee
directors. The purpose of these plans is to assist us in attracting and retaining key directors who are responsible for continuing
the growth and success of our company. Under such plans, options to purchase 1,000 shares are granted on each February 1st to all
nonemployee directors for as long as each is a nonemployee director on such date. However, if a nonemployee director does not attend
certain of the board meetings, then such option grants are reduced according to a schedule. In addition, options to purchase 2,000
shares are granted to each nonemployee director upon his initial election or appointment to our board.
On February 1, 2017, options to purchase
1,000 shares were granted to each of our outside directors, Francois Heilbronn, Jean Levy, Robert Bensoussan-Torres, Patrick Choël
and Michel Dyens, all at the exercise price of $33.9474 per share under the 2004 plan. All of such options were granted at the
fair market value and vest ratably over a 4 year period.
Equity Compensation Plan Information
The following table sets forth certain information
as of the end of our last fiscal year regarding all equity compensation plans that provide for the award of equity securities or
the grant of options, warrants or rights to purchase our equity securities.
Plan category
|
|
Number of
securities to
be issued
upon
exercise of
outstanding
options,
warrants and
rights
(a)
|
|
|
Weighted-average
exercise price of
outstanding
options, warrants
and rights
(b)
|
|
|
Number of securities
remaining
available for
future issuance
under equity
compensation
plans
(excluding
securities
reflected in
column (a))
(c)
|
|
Equity compensation plans approved by security holders
|
|
|
685,440
|
|
|
|
26.95
|
|
|
|
1,078,755
|
|
Equity compensation plans not approved by security holders
|
|
|
-0-
|
|
|
|
N/A
|
|
|
|
-0-
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
Certain Relationships and Related Transactions
Transactions with European Subsidiaries
We have guaranteed the obligations of our
majority-owned, French subsidiary, Interparfums SA under our former Burberry license and our Paul Smith license agreement. We also
provide (or had provided on our behalf) certain financial, accounting and legal services for Interparfums SA, and during 2016,
2015 and 2014 fees for such services were $214,112, $198,500 and $138,438, respectively. In January 2012, Inter Parfums USA, LLC,
a United States subsidiary, signed a five year license agreement with Interparfums Suisse (SARL), a Swiss subsidiary of Interparfums
SA, for the right to sell amenities under the Lanvin brand name to luxury hotels, cruise lines and airlines in return for royalty
payments as are customary in our industry, and in 2017 this agreement was renewed for 5 years on the same terms. In 2014, Inter
Parfums USA, LLC, a United States subsidiary, paid Interparfums Singapore Pte., Ltd., a subsidiary of Interparfums SA, approximately
$79,000 as reimbursement for expenses for employees and use of their offices by Inter Parfums USA, LLC, including a reasonable
allocation of overhead. In 2014, this arrangement was discontinued.
Option Exercise with Tender of Previously
Owned Shares
The Chief Executive Officer and the President
each exercised 19,000, 19,000 and 32,875 outstanding stock options of the Company’s common stock in 2016, 2015 and 2014,
respectively. The aggregate exercise prices of $0.7 million in 2016, $0.5 million in 2015 and $0.6 million in 2014 were paid by
them tendering to the Company in 2016, 2015 and 2014, an aggregate of 20,568, 18,764 and 19,656 shares, respectively, of the Company’s
common stock, previously owned by them, valued at fair market value on the dates of exercise. All shares issued pursuant to these
option exercises were issued from treasury stock of the Company. In addition, the Chief Executive Officer tendered in 2016, 2015
and 2014 an additional 2,179, 1,299 and 3,112 shares, respectively, for payment of certain withholding taxes resulting from his
option exercises.
Consulting Agreements
In 2014, we enter into a consulting agreement
with Mr. Benacin’s holding company, Philippe Benacin Holding SAS, which provides for review on an annual basis of the amount
of compensation payable to such company. The agreement also provides for indemnification for Mr. Benacin and his holding company
and a covenant not to compete for one year after termination of the agreement. The agreement was for one year, with automatic one
year renewals unless either party terminates on 120 days’ notice or Mr. Benacin ceases to be the President of our company.
In 2016, 2015 and 2014, Mr. Benacin’s personal holding company received $250,000 for services rendered outside of the United
States by Mr. Benacin for the benefit of the Company’s United States operations, in his capacity as President. This consulting
agreement has been renewed at $250,000 for 2017.
In 2013, we enter into a consulting agreement
with Mr. Madar’s holding company, Jean Madar Holding SAS, which provides for review on an annual basis of the amount of compensation
payable to such company. The agreement also provides for indemnification for Mr. Madar and his holding company and a covenant not
to compete for one year after termination of the agreement. The agreement was for one year, with automatic one year renewals unless
either party terminates on 120 days’ notice or Mr. Madar ceases to be the Chief Executive Officer of our company. In 2016,
2015 and 2014, Mr. Madar’s personal holding company received $250,000 for services rendered outside of the United States
by Mr. Madar in his capacity as Chief Executive Officer. This consulting agreement has been renewed at $250,000 for 2017.
Procedures for Approval of Related Person Transactions
Transactions between related persons,
such as between an executive officer or director and our company, or any company or person controlled by such officer or director,
are required to be approved by our Audit Committee of our board of directors. Our Audit Committee Charter contains such explicit
authority, as required by the applicable rules of The Nasdaq Stock Market.
AUDIT COMMITTEE REPORT
The Audit Committee has the sole authority
and is directly responsible for, the appointment, compensation and oversight of the work of the independent accountants employed
by our company which prepare or issue an audit report for our company. During 2016 and for the past several years, the Audit Committee
consisted of Messrs. Heilbronn, Levy and Choël.
The Company does not have an “audit
committee financial expert” within the definition of the applicable Securities and Exchange Commission rules. First, finding
qualified nominees to serve as a director of a public company without substantial financial resources has been challenging. Second,
despite the applicable Securities and Exchange Commission rule which states that being named as the audit committee financial expert
does not impose any greater duty, obligation or liability, the Company has been met with resistance from both present and former
directors to being named as such primarily due to potential additional personal liability.
However, as the result of the background, education and experience
of the members of the Audit Committee, our board of directors believes that such committee members are fully qualified to fulfill
their obligations as members of the Audit Committee.
Management is responsible for our company’s
internal controls and our financial reporting process. The independent registered public accounting firm we employ, WeiserMazars,
LLP, is responsible for performing an independent audit of our consolidated financial statements in accordance with generally accepted
auditing standards and to issue a report thereon, as well as, issuing its report on its audit of our management’s assessment
of our internal control over financial reporting. The Audit Committee’s responsibility is to monitor and oversee these processes.
In this context, the Audit Committee has
met and held discussions with management and our independent registered public accounting firm. Management represented to the Audit
Committee that our consolidated financial statements were prepared in accordance with generally accepted accounting principles,
and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent registered
public accounting firm. In addition, Mazars USA LLP (formerly WeiserMazars LLP) discussed with the Audit Committee the results
of its audit on management’s assessment of internal controls over financial reporting. The Audit Committee also discussed
with Mazars USA LLP matters required to be discussed by Statement on Auditing Standards No. 16 (Communications with Audit Committees).
Mazars USA LLP also provided to the Audit
Committee the written disclosures required by applicable requirements of the Public Company Accounting Oversight Board regarding
the independent accountant’s communications with the Audit Committee concerning independence, and the Audit Committee discussed
with Mazars USA LLP that firm’s independence.
Based upon the Audit Committee’s discussions with management
and Mazars USA LLP and the Audit Committee’s review of the representations of management and the report of Mazars USA LLP
to the Audit Committee, the Audit Committee recommended that our board of directors include the audited consolidated financial
statements and management’s report on internal control over financial reporting, together with the attestation report of
Mazars USA LLP in our Annual Report on Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission.
|
Francois Heilbronn,
Chairman,
|
|
Jean Levy
|
|
Patrick Choël
|
Independent
Accountants
General
We are not submitting the selection of auditors to a vote of
our shareholders’ as shareholder approval is not required under Delaware law. A representative of Mazars USA LLP is not expected
to be present at the annual meeting.
Fees
The following sets forth the fees billed
to us by Mazars USA LLP (formerly WeiserMazars LLP), as well as discusses the services provided for the past two fiscal years,
fiscal years ended December 31, 2016 and December 31, 2015.
Audit Fees
During 2016, the fees billed by Mazars USA
LLP and its affiliate, Mazars S.A. for audit services and review of the financial statements contained in our Quarterly Reports
on Form 10-Q were $1.0 million. During 2015, the fees billed by Mazars USA LLP and its affiliate, Mazars S.A. for audit services
and review of the financial statements contained in our Quarterly Reports on Form 10-Q were $1.1 million.
Audit-Related Fees
Mazars USA LLP did not bill us for any audit-related
services during 2016 or 2015.
Tax Fees
Mazars USA LLP billed us $16,400 and $8,500
for tax services during 2016 and 2015, respectively.
All Other Fees
Mazars USA LLP did not bill us for any other
services during 2016 or 2015.
Audit Committee Pre Approval Policies
and Procedures
The Audit Committee has the sole authority for the appointment,
compensation and oversight of the work of our independent accountants, who prepare or issue an audit report for us.
During the first quarter of 2016, the audit committee authorized
the following non-audit services to be performed by Mazars USA LLP.
|
·
|
We authorized the engagement of Mazars USA LLP if deemed necessary to provide tax consultation in the ordinary course of business
for fiscal year ended December 31, 2016.
|
|
·
|
We authorized the engagement of Mazars USA LLP if deemed necessary to provide tax consultation as may be required on a project
by project basis that would not be considered in the ordinary course of business, of up to a $5,000 fee limit per project, subject
to an aggregate fee limit of $25,000 for fiscal year ending December 31, 2016. If we require further tax services from Mazars USA
LLP, then the approval of the audit committee must be obtained.
|
|
·
|
If we require other services by Mazars USA LLP on an expedited basis such that obtaining pre-approval of the audit committee
is not practicable, then the Chairman of the Committee has authority to grant the required pre-approvals for all such services.
|
|
·
|
We imposed a cap of $100,000 on the fees that Mazars USA LLP can charge for services on an expedited basis that are approved
by the Chairman without obtaining full audit committee approval.
|
|
·
|
None of the non-audit services of either of the Company’s auditors had the pre-approval requirement waived in accordance
with Rule 2-01(c)(7)(i)(C) of Regulation S-X.
|
In the first quarter of 2017, the audit
committee authorized the same non-audit services to be performed by Mazars USA LLP during 2016 as disclosed above.
PROPOSAL NO. 2:
ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION
In accordance to the proxy rules under the
Securities Exchange Act of 1934 (“Exchange Act”) and as required by the Dodd-Frank Act, we are required to provide
our shareholders with an advisory resolution to approve the compensation of our named executive officers as disclosed in the Compensation
Discussion and Analysis and the accompanying compensation tables and narrative disclosure. This proposal, commonly known as a “say-on-pay”
proposal, gives shareholders the opportunity to endorse or not endorse our executive compensation as described in this proxy statement.
The Compensation Committee has developed an executive compensation program designed to pay for performance and to align the long-term
interests of our named executive officers with the long-term interests of our shareholders. We are asking our shareholders to indicate
their support for the compensation paid to our named executive officers by voting “FOR” the following resolution:
“RESOLVED, that the compensation paid to Inter
Parfums, Inc.’s named executive officers, as disclosed in accordance with the compensation disclosure rules of the Securities
and Exchange Commission, including the compensation discussion and analysis, the compensation tables and related narrative disclosure
included in this proxy statement, is hereby APPROVED.”
As provided by the Dodd-Frank Act, this vote will not be binding
on the Board of Directors or the Compensation Committee and may not be construed as overruling a decision by the Board of Directors
or the Compensation Committee nor imply any additional fiduciary duty on the Board of Directors. Further, it will not affect any
compensation paid or awarded to any executive officer. Our Board of Directors and Compensation Committee will, however, take into
account the outcome of the vote when considering future executive compensation arrangements. The purpose of our compensation policies
and procedures is to attract and retain experienced, highly qualified executives crucial to our long-term success and enhancement
of shareholder value.
Our Board of Directors recommends that shareholders
vote
“for”
the approval of the vote for the advisory resolution to approve
executive compensation as described in the compensation discussion and analysis and the accompanying compensation tables and narrative
disclosure in this proxy statement.
PROPOSAL NO. 3: SHAREHOLDER PROPOSAL
REGARDING
MAJORITY VOTING IN DIRECTOR ELECTIONS
California State Teachers’ Retirement
System Investments (“CalSTRS”) has given notice that it intends to present the proposal set forth below for action
at the Annual Meeting. The Company is not responsible for the contents of this shareholder proposal or supporting statement. The
Company will promptly provide the shareholder’s name, address and number of Common Shares held to any shareholder upon receiving
an oral or written request to the Company’s secretary. The Company’s telephone number is (212) 983-2640 and its address
is 551 Fifth Avenue, New York, NY 10176. CalSTRS has requested that the Company include the following resolution in this Proxy
Statement for consideration by our shareholders:
Shareholder Proposal and Shareholders’ Supporting Statement
BE IT RESOLVED:
That the shareholders of Inter Parfums,
Inc. hereby request that the Board of Directors initiate the appropriate process to amend the Company's articles of incorporation
and/or bylaws to provide that director nominees shall be elected by the affirmative vote of the majority of votes cast at an annual
meeting of shareholders, with a plurality vote standard retained for contested director elections, that is, when the number of
director nominees exceeds the number of board seats.
SUPPORTING STATEMENT:
In order to provide shareholders a meaningful
role in director elections, the Company's current director election standard should be changed from a plurality vote standard to
a majority vote standard. The majority vote standard is the most appropriate voting standard for director elections where only
board nominated candidates are on the ballot, and it will establish a challenging vote standard for board nominees to improve the
performance of individual directors and entire boards. Under the Company's current voting system, a nominee for the board can be
elected with as little as a single affirmative vote, because "withheld" votes have no legal effect. A majority vote standard
would require that a nominee receive a majority of the votes cast in order to be re-elected and continue to serve as a representative
for the shareholders.
In response to strong shareholder support
a substantial number of the nation's leading companies have adopted a majority vote standard in company bylaws or articles of incorporation.
In fact, more than 94% of the companies in the S&P 500 have adopted majority voting for uncontested elections. We believe the
Company needs to join the growing list of companies that have already adopted this standard.
CalSTRS is a long-term shareholder of the
Company and we believe that accountability is of upmost importance. We believe the plurality vote standard currently in place at
the Company completely disenfranchises shareholders and makes the shareholder's role in director elections meaningless. Majority
voting in director elections will empower shareholders with the ability to remove poorly performing directors and increase the
directors' accountability to the owners of the Company, its shareholders. In addition, those directors who receive the majority
support from shareholders will know they have the backing of the very shareholders they represent. We therefore ask you to join
us in requesting that the Board of directors promptly adopt the majority vote standard for director elections.
Please vote FOR this proposal.
Board of Directors’ Response
The Board of Directors has carefully considered
the shareholder proposal and, for the reasons described below, believes that the proposal to provide for the election of directors
by a majority of the votes cast in uncontested elections is not in the best interests of the Company and its shareholders.
We believe that, if adopted, it would not
achieve its desired intent. The proposal as presented applies a majority voting standard only in the case of uncontested elections.
Under this standard, if an incumbent director in an uncontested election fails to receive a majority vote for re-election, then
under Delaware law that director, although not elected by the shareholders, nonetheless remains on the Board of Directors as a
“holdover” until (i) such director’s successor is elected and qualified, or (ii) until such director’s
resignation. Even if a director who fails to receive a majority vote for re-election tenders his or her resignation, the result
would be either one less director on the board or a vacancy filled by the remaining members of the board of directors. Alternatively,
if a non-incumbent nominee in an uncontested election fails to receive a majority of the votes cast for election, then the result
would be a vacancy on the Board of Directors that would be filled by the remaining members of the board of directors, not by the
shareholders.
We do not believe that these results are
beneficial to shareholders, and they do not improve accountability. In fact, such vacancies could result in our failure to meet
NASDAQ’s listing requirements relating to the independence of directors or SEC requirements relating to audit committee members.
The Company currently elects directors
by a plurality voting standard, which provides shareholders the opportunity to express disapproval of actions of the Board of Directors
through the use of the withhold vote. The exercise of the withhold vote, rather than causing one or more “holdover”
directors or vacancies, as discussed above, provides the Board of Directors with the flexibility to determine whether such a vote
was intended only to send a message to which the Board of Directors should react, or was an effort to remove a particular director.
In either case, it would be a matter of serious consideration for the Board of Directors.
Under a plurality voting standard, nominees
who receive the most affirmative votes are elected to the Board of Directors. Although the proponent states that under the plurality
standard, a nominee can be elected with as little as a single affirmative vote (a highly-theoretical and speculative possibility),
as a practical matter, our directors have always been elected by an overwhelming majority of the votes cast as to any director.
In addition, our two principal shareholders, Messrs. Madar and Benacin beneficially own approximately 45% of our outstanding common
stock. In other words, this proposal, if implemented, would not have had any impact on the outcome of any of the elections of the
Company’s directors to date.
Finally, any shareholder who is dissatisfied
with a director has always had the ability to nominate an alternative candidate for director election in accordance with our bylaws.
The proposal would retain a plurality voting standard for contested elections and, therefore, would have no effect in situations
where the shareholders are actively choosing between candidates.
The Board of Directors values and fully
appreciates the importance of the Annual Meeting as a forum for shareholders to express specific concerns they may have. Any dissatisfied
shareholder has the ability to communicate concerns directly to management, and management has always welcomed shareholder input.
The proposed majority voting standard, however, could significantly increase the influence of certain shareholders whose interests
and agenda may differ from those of our shareholders generally. Under majority voting, because of the increased threat that one
or more directors would not be re-elected in an uncontested election, the Board of Directors could be forced to follow the dictates
of certain groups, or to engage in expensive and distracting solicitation campaigns, for matters that are peripheral and not related
to the best interests of the Company and its shareholders.
For all of the foregoing reasons, the Board
of Directors unanimously believes that this proposal is not in the best interests of the Company or our shareholders, and recommends
that you vote “AGAINST” Proposal 3. Proxies solicited by the Board of Directors will be voted “AGAINST”
this proposal unless a shareholder has otherwise indicated in voting the proxy.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
“AGAINST” PROPOSAL 3.
PROPOSAL NO. 4: ADVISORY VOTE ON THE
FREQUENCY
OF THE ADVISORY VOTE ON EXECUTIVE
COMPENSATION
In accordance with the proxy rules under
the Exchange Act and as required by the Dodd-Frank Act, Inter Parfums, Inc. is required, no less frequently than once every six
years, to put to shareholders an advisory shareholder vote concerning the frequency of future advisory votes concerning executive
compensation. Our shareholders may indicate whether they would prefer an advisory vote concerning executive compensation every
one, two or three years. Shareholders may also abstain on this proposal. Accordingly, our shareholders are being asked to approve
the following resolution:
“RESOLVED, that the shareholders’
advisory vote concerning executive compensation shall occur every one, two, or three years, as approved by the shareholders at
the annual meeting of shareholders.”
As provided by the Dodd-Frank Act, this vote
will not be binding on the Board of Directors or the Compensation Committee and may not be construed as overruling a decision by
the Board of Directors or the Compensation Committee nor imply any additional fiduciary duty on the Board of Directors. However,
the Compensation Committee and the Board of Directors recognize the importance of receiving input from our shareholders on important
issues and expect to take into account the outcome of the vote when considering the frequency with which future say-on-pay votes
will be held. So long as a quorum representing a majority of our outstanding voting stock is present, either in person or by proxy,
the affirmative vote of a plurality of the votes cast by all the shareholders entitled to vote for the proposal will determine
our shareholders preference for the frequency of advisory votes on executive compensation in the future.
Our Board of Directors is recommending an
advisory vote concerning executive compensation every year, because the Compensation Committee reviews and considers executive
compensation and Inter Parfums, Inc.’s compensation policies and procedures on an annual basis. As a result, the Board believes
that input from shareholders concerning executive compensation annually, although not binding, would be beneficial to the Compensation
Committee as it considers these matters. The accompanying form of proxy provides four choices (every one, two or three years, or
abstain). Shareholders are voting on one of these frequencies and are not voting to approve or disapprove Inter Parfums, Inc.’s
recommendation.
Our Board of Directors recommends that shareholders vote
“for” an advisory vote concerning executive compensation to be held each year.
SHAREHOLDERS’ PROPOSALS
Proposals of shareholders intended to be
presented at the 2018 annual meeting of shareholders must be received in writing by the Secretary of our company at our principal
offices in New York City, by April 5, 2018, in order to be considered for inclusion in our proxy statement relating to that meeting.
If a shareholder intends to make a proposal
at the 2018 Annual Meeting, such shareholder must have given timely notice thereof in proper written form to the Secretary of our
company, in compliance with Section 8 of Article II of our By-Laws. To be timely, a shareholder’s notice to the Secretary
must be delivered to or mailed and received at our principal executive office in New York, not less than sixty (60) days nor more
than ninety (90) days prior to the anniversary date of the immediately preceding annual meeting of shareholders
i.e.,
between
July 14, 2018, and June 14, 2018;
however
, that in the event that the annual meeting is called for a date that is not within
thirty (30) days before or after such anniversary date, notice by the shareholder in order to be timely must be so received not
later than the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting
was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs.
To be in proper written form, a shareholder’s
notice to the Secretary must set forth as to each matter such shareholder proposes to bring before the annual meeting (a) a brief
description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the
annual meeting, (b) the name and record address of such shareholder, (c) the class or series and number of shares of our capital
stock which are owned-beneficially or of record by such shareholder, (d) a description of all arrangements or understandings between
such shareholder and any other person or persons (including their names) in connection with the proposal of such business by such
shareholder and any material interest of such shareholder in such business and (e) a representation that such shareholder intends
to appear in person or by proxy at the annual meeting to bring such business before the meeting.
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By Order of our Board of Directors
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Michelle Habert,
Secretary
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