UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

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

Check the appropriate box:

Preliminary Proxy Statement

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

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to § 240.14a-12

G-III APPAREL GROUP, LTD.

(Name of Registrant as Specified In Its Charter)

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

Payment of filing fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount previously paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:


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2021

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT


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G-III APPAREL GROUP, LTD.

512 SEVENTH AVENUE

NEW YORK, NEW YORK 10018

Dear Stockholder:

The Annual Meeting of Stockholders of G-III Apparel Group, Ltd. will be held on Thursday, June 10, 2021 at 10:00 a.m., New York time, in a virtual-only format to ensure the health and safety of our employees, stockholders and other community members.

Only stockholders of record at the close of business on April 19, 2021, the record date for the Annual Meeting, are entitled to notice of and to vote at the Annual Meeting and any adjournments thereof. Stockholders who own shares of our common stock beneficially through a bank, broker or other nominee will also be entitled to attend the Annual Meeting.

To register to attend the Annual Meeting, please visit https://register.proxypush.com/giii on your smartphone, tablet or computer. You will need the latest version of Chrome, Safari, Internet Explorer, Edge or Firefox. Please ensure your browser is compatible. If you were a stockholder as of the record date, you will be required to enter your control number located on your proxy card, voting instruction form or notice. After registering, you will receive a confirmation email. Approximately one hour prior to the start of the Annual Meeting, an email will be sent to the email address you provided during registration with a unique link to the Annual Meeting website.

Stockholders who register for and access the Annual Meeting through their unique link to the Annual Meeting website can submit questions related to the matters to be voted on at the Annual Meeting and other matters relevant to the meeting immediately prior to and during the live webcast of the Annual Meeting by following the instructions on the virtual meeting website. We expect to answer questions during the Annual Meeting as time permits, and we reserve the right to exclude questions that are not pertinent to meeting matters. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition.

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

1

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

2

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

3

To approve amendments to our 2015 Long-Term Incentive Plan, as amended, to (i) increase the number of shares of common stock authorized for grant and issuance pursuant to awards under the Plan by 1,200,000 shares and (ii) increase the number of shares that may be issued to any Plan participant in any fiscal year from 400,000 to 800,000, and

4

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2022.

At the meeting, we will also report on the affairs of G-III, and a discussion period will be provided for questions and comments of general interest to stockholders. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition.

Whether or not you are able to attend the Annual Meeting, it is important that your shares be represented. Accordingly, you are requested to sign, date and mail, at your earliest convenience, the enclosed proxy in the envelope provided for your use, or vote your shares by calling the telephone number or visiting the website specified on your proxy card or voting instruction form.

Thank you for your cooperation.


Very truly yours,

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Morris Goldfarb

Chief Executive Officer

May 7, 2021


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G-III APPAREL GROUP, LTD.

512 SEVENTH AVENUE

NEW YORK, NEW YORK 10018

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

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

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Thursday,
June 10, 2021

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10:00 a.m., New York time

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Virtual meeting.  Please register at https://register.proxypush.com/giii to receive a unique link to the virtual meeting website.

For the following purposes:

1

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

2

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

3

To approve amendments to our 2015 Long-Term Incentive Plan, as amended, to (i) increase the number of shares of common stock authorized for grant and issuance pursuant to awards under the Plan by 1,200,000 shares and (ii) increase the number of shares that may be issued to any Plan participant in any fiscal year from 400,000 to 800,000,

4

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2022 and

5

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

GRAPHIC  Only stockholders of record at the close of business on April 19, 2021 will be entitled to notice of and to vote at the Annual Meeting or any adjournment thereof.

As part of our concern regarding the health and safety of our employees, stockholders and other community members in light of the current COVID-19 pandemic, the Annual Meeting will be held in a virtual-only format.

To register to attend the Annual Meeting, please visit https://register.proxypush.com/giii on your smartphone, tablet or computer. You will need the latest version of Chrome, Safari, Internet Explorer, Edge or Firefox. Please ensure your browser is compatible. If you were a stockholder as of the record date, you will be required to enter your control number located on your proxy card, voting instruction form or notice. After registering, you will receive a confirmation email. Approximately one hour prior to the start of the Annual Meeting, an email will be sent to the email address you provided during registration with a unique link to the Annual Meeting website.

Beginning an hour before the meeting, technical assistance will be available for stockholders who experience an issue accessing the Annual Meeting, by calling the phone number provided in the registration confirmation email.

Stockholders who register for and access the Annual Meeting through their unique link to the Annual Meeting website can submit questions related to the matters to be voted on at the Annual Meeting and other matters relevant to the meeting immediately prior to and during the live webcast of the Annual Meeting by following the instructions on the virtual meeting website. We expect to answer questions during the Annual Meeting as time permits, and we reserve the right to exclude questions that are not pertinent to meeting matters. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition.


Whether or not you plan to attend the virtual Annual Meeting, each stockholder is urged to complete, date and sign the enclosed form of proxy and return it promptly in the envelope provided, or vote your shares by calling the telephone number or visiting the website specified on your proxy card or voting instruction form. No postage is required if the proxy is mailed in the United States. If you vote by telephone or internet, you do not need to mail back your proxy. Stockholders who attend the Annual Meeting may revoke their proxies and vote their shares by submitting a ballot to our transfer agent on the virtual meeting platform until the cutoff time announced during the meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on June 10, 2021

The Proxy Statement and our 2020 Annual Report to Stockholders are available in the “Investors” section of our website at http://www.giii.com.

By Order of the Board of Directors

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Wayne S. Miller

Secretary

New York, NY

May 7, 2021


TABLE OF CONTENTS

1

PROXY STATEMENT

   

23

Leadership Structure of the Board

1

General Information

24

Additional Corporate Governance Policies

4

PROXY SUMMARY

26

CORPORATE SOCIAL RESPONSIBILITY

4

Annual Meeting of Stockholders

28

COMPENSATION DISCUSSION AND ANALYSIS

4

Business Information—About G-III

28

CD&A Table of Contents

5

Our Business Performance in Fiscal 2021

29

Executive Summary

6

Strategic Initiatives

35

Elements of Our Compensation Program—What We Pay and Why

7

Leadership Priorities in Fiscal 2021

39

Other Compensation and Governance Programs, Policies and Considerations

9

Our Director Nominees

40

How We Make Compensation Decisions

10

Governance Highlights

42

COMPENSATION COMMITTEE REPORT

10

Stockholder Outreach

43

EXECUTIVE COMPENSATION TABLES

10

Corporate Social Responsibility

54

CEO PAY RATIO

12

Executive Compensation Highlights

54

DIRECTOR COMPENSATION

13

Impact of COVID-19 on Our Compensation Program for Fiscal 2021

56

PROPOSAL NO. 1 ELECTION OF DIRECTORS

14

Approval of Amendments to Our 2015 Long-Term Incentive Plan

61

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

16

BENEFICIAL OWNERSHIP OF COMMON STOCK BY CERTAIN STOCKHOLDERS AND MANAGEMENT

62

PROPOSAL NO. 3 APPROVAL OF AMENNDMENTS TO OUR AMENDED 2015 LONG-TERM INCENTIVE PLAN

19

CORPORATE GOVERNANCE

69

AUDIT COMMITTEE REPORT

19

Board of Directors

71

PRINCIPAL ACCOUNTING FEES AND SERVICES

19

Audit Committee

72

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

20

Compensation Committee

73

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

21

Nominating and Corporate Governance Committee

74

STOCKHOLDER PROPOSALS

22

Stockholder Communications

75

OTHER BUSINESS

23

Risk Oversight

How to Vote in Advance

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

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

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

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

2021 PROXY STATEMENT / i


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G-III APPAREL GROUP, LTD.

512 SEVENTH AVENUE

NEW YORK, NEW YORK 10018

PROXY STATEMENT

General Information

This Proxy Statement (first mailed to stockholders on or about May 7, 2021) is furnished to the holders of common stock, par value $0.01 per share (“Common Stock”), of G-III Apparel Group, Ltd. (“G-III”) in connection with the solicitation by our Board of Directors of proxies for use at the Annual Meeting of Stockholders (the “Annual Meeting”), or at any adjournment thereof, pursuant to the accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting will be held on:

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Thursday,
June 10, 2021

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10:00 a.m., New York time

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Virtual meeting. Please register at https://register.proxypush.com/giii to receive a unique link to the virtual meeting website.

As part of our concern regarding the health and safety of our employees, stockholders and other community members in light of the current COVID-19 pandemic, the Annual Meeting will be held in a virtual-only format.

To register to attend the Annual Meeting, please visit https://register.proxypush.com/giii on your smartphone, tablet or computer. You will need the latest version of Chrome, Safari, Internet Explorer, Edge or Firefox. Please ensure your browser is compatible. If you were a stockholder as of the record date, you will be required to enter your control number located on your proxy card, voting instruction form or notice. After registering, you will receive a confirmation email. Approximately one hour prior to the start of the Annual Meeting, an email will be sent to the email address you provided during registration with a unique link to the Annual Meeting website.

Beginning an hour before the meeting, technical assistance will be available for stockholders who experience an issue accessing the Annual Meeting, by calling the phone number provided in the registration confirmation email.

Stockholders who register for and access the Annual Meeting through their unique link to the Annual Meeting website can submit questions related to the matters to be voted on at the Annual Meeting and other matters relevant to the meeting immediately prior to and during the live webcast of the Annual Meeting by following the instructions on the virtual meeting website. We expect to answer questions during the Annual Meeting as time permits, and we reserve the right to exclude

2021 PROXY STATEMENT / 1


Table of Contents

Proxy Statement

questions that are not pertinent to meeting matters. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition.

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

1

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

2

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

3

Approve amendments to our 2015 Long-Term Incentive Plan, as amended (the “2015 Plan”), to (i) increase the number of shares of Common Stock authorized for grant and issuance pursuant to awards under the 2015 Plan by 1,200,000 shares and (ii) increase the number of shares that may be issued to any 2015 Plan participant in any fiscal year from 400,000 to 800,000, and

4

Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2022.

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

REVOCABILITY AND VOTING OF PROXY

A form of proxy for use at the Annual Meeting and a return envelope for the proxy are enclosed, or you may vote your shares by calling the telephone number or visiting the website specified on your proxy card or voting instruction form. If you vote by telephone or internet, you do not need to mail back your proxy. Stockholders may revoke the authority granted by their execution of a proxy at any time prior to the effective exercise of the powers conferred by that proxy, by filing with the Secretary of G-III a written notice of revocation or a duly executed proxy bearing a later date, or by voting at the virtual Annual Meeting. Beneficial owners of our Common Stock should contact their bank, brokerage firm or other custodian, nominee, or fiduciary if they wish to revoke their proxy.

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

(i) “FOR” the election of each of the twelve nominees for director as shown on the form of proxy,
(ii) “FOR” approval of the compensation of our Named Executive Officers,
(iii) “FOR” approval of amendments to our 2015 Plan to (a) increase the number of shares of Common Stock authorized for grant and issuance pursuant to awards under the 2015 Plan by 1,200,000 shares and (b) increase the number of shares that may be issued to any 2015 Plan participant in any fiscal year from 400,000 to 800,000,
(iv) “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2022 and
(v) in accordance with their best judgment on any other matters which may properly come before the meeting.

RECORD DATE AND VOTING RIGHTS

On April 19, 2021, there were 48,376,636 shares of Common Stock outstanding (excluding shares held in treasury). Each of these shares is entitled to one vote upon each of the matters to be presented at the Annual Meeting. Only stockholders of record at the close of business on April 19, 2021 are entitled to notice of and to vote at the Annual Meeting or any adjournment thereof.

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Table of Contents

Proxy Statement

A list of stockholders entitled to vote at the Annual Meeting will be available for review by interested stockholders beginning on May 31, 2021. Please contact our Investor Relations Department by sending an email to priya.trivedi@g-iii.com if you wish to inspect the list prior to the meeting. To access the list during the Annual Meeting, please use the virtual meeting website.

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

A “broker non-vote” occurs when shares held by a broker, bank, or other nominee in “street name” for a beneficial owner are not voted with respect to a particular proposal because the broker, bank, or other nominee (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary voting power to vote those shares with respect to that particular proposal. Under current New York Stock Exchange rules, brokers have discretionary voting power with respect to the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2022, but will not be authorized to vote with respect to the (a) election of our twelve nominees for director, (b) advisory vote on the compensation of our Named Executive Officers, unless you provide voting instructions to your broker or (c) approval of amendments to our 2015 Plan to (i) increase the number of shares of Common Stock authorized for grant and issuance pursuant to awards under the 2015 Plan by 1,200,000 shares and (ii) increase the number of shares that may be issued to any 2015 Plan participant in any fiscal year from 400,000 to 800,000.

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

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

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

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

You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to the (a) proposal to approve, on an advisory basis, the compensation of our Named Executive Officers, (b) proposal to approve amendments to the 2015 Plan to (i) increase the number of shares of Common Stock authorized for grant and issuance pursuant to awards under the 2015 Plan by 1,200,000 shares and (ii) increase the number of shares that may be issued to any 2015 Plan participant in any fiscal year from 400,000 to 800,000 and (c) proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm. If you elect to abstain from voting on any of these proposals, the abstention will have the same effect as an “AGAINST” vote with respect to such proposal.

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

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PROXY SUMMARY

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

Annual Meeting of Stockholders

Proposals That Require Your Vote

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Date and Time

June 10, 2021,
10:00 a.m. New York time

Proposal

Board Vote
Recommendation

More Information

1

Annual election of 12 directors

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Nominee

Page 56

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Place

Virtual meeting. Please register at https://register.proxypush.com/giii to receive a unique link to the virtual meeting website.

2

Advisory vote on the compensation of our Named Executive Officers

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Page 61

3

Approval of amendments to our 2015 Long-Term Incentive Plan

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Page 62

4

Ratification of appointment of independent registered public accounting firm

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Page 72

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Availability of Proxy Materials

The Proxy Statement and our 2020 Annual Report to Stockholders are available in the “Investors” section of our website at http://www.giii.com.

Business Information—About G-III

G-III designs, sources and markets women’s and men’s apparel at a wide range of retail price points. Our product offerings primarily include outerwear, dresses, sportswear, swimwear, women’s suits and women’s performance wear. We also market footwear and accessories including women’s handbags, small leather goods, cold weather accessories, and luggage.

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

We are not only licensees, but also brand owners, and we distribute our products through multiple channels. These brands are complementary, and we expect continued growth from our largest brand, Calvin Klein, as well as more significant growth from our other brands including DKNY, Donna Karan, Tommy Hilfiger and Karl Lagerfeld Paris.

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Table of Contents

Proxy Summary

Our Business Performance in Fiscal 2021

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We faced unprecedented challenges due to the COVID-19 pandemic during fiscal 2021. While we are cautiously optimistic that conditions will improve during the year, we expect these challenges to continue into fiscal 2022.

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We took proactive measures to ensure the health and safety of our employees, our customers and our communities, preserve liquidity and  effectively manage our business to focus on product categories aligned with the shift in consumer demand towards casual, comfortable and functional clothing and accessories.

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We restructured our retail business, including closing our Wilsons Leather and G.H. Bass stores, and accelerated our digital business to enhance our market position during and post-pandemic.

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Refinanced our balance sheet to extend the maturity of our debt and thereby enhance our financial strength.

While our financial performance in fiscal 2021 demonstrated our ability to weather the extremely difficult challenges we faced, our financial performance in fiscal 2021 reflects the significant impact of the COVID-19 pandemic on our operations.

Fiscal 2021 net sales were $2.06 billion compared to $3.16 billion last year; and
GAAP net income per diluted share was $0.48 compared to $2.94 last year.
In fiscal 2021, we closed our Wilsons Leather and G.H. Bass stores and liquidated all of their inventory as part of our retail restructuring. Included in G-III’s results for fiscal 2021 are net losses from the Wilsons Leather and G.H. Bass store operations of $55.7 million, or $(1.14) per diluted share, compared to $31.7 million, or $(0.65) per diluted share, in the prior year’s comparable period. The results for each period reflect direct store operations including impairment charges, but do not include any allocated corporate overhead charges, shared administrative expenses or shared distribution expenses. These operating results for Wilsons Leather and G.H. Bass are presented solely to provide the historical operating results of the portion of G-III’s retail operations segment that was closed and are not intended to be used to develop expectations for G-III’s future results or to indicate any future level of profitability.

In response to the COVID-19 pandemic, we took proactive measures to ensure the health and safety of our employees, our customers and our communities, reduced inventory by 24.5% from the prior year end, reduced costs and expenditures, and refinanced our balance sheet to preserve and strengthen liquidity.

We effectively pivoted resources to focus on product categories aligned with the shift in consumer demand towards casual, comfortable and functional clothing like athleisure, casual sportswear, outerwear, jeans, footwear and handbags, enabling G-III to offer the appropriate products to meet retailer and consumer demand.
We worked collaboratively with vendors and retailers to manage inventory to further our position as a key supplier to our retailers.
We reduced costs through furloughs and temporary executive salary cuts in addition to significant reductions in other expenses, including with respect to job eliminations, marketing, advertising and other promotional expenses and capital expenditures.
o Right-sized our wholesale employee base, resulting in approximately $28 million in annualized payroll savings.
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Proxy Summary
o Proactively engaged with licensing partners to obtain contractual royalty relief and flexibility.
We closed and liquidated Wilsons Leather (110) and G.H. Bass (89) stores to restructure our retail operations to greatly reduce our retail losses and to ultimately position the retail segment to become profitable.
We are investing in talent, systems, quick response distribution networks and new and creative marketing to accelerate and capture growing digital sales on our own sites and our retail partner sites.
We strengthened our balance sheet and enhanced our financial flexibility and liquidity by (i) issuing $400 million of Senior Secured Notes due in 2025 that were used to repay our $300 million Term Loan due in 2022 and provide funds for general corporate purposes and (ii) amending our $650 million revolving credit facility to, among other things, extend its maturity from 2021 to 2025.
We have maintained a strong financial position ending fiscal 2021 with approximately $825 million of liquidity in cash and availability under our revolving credit facility.

Strategic Initiatives

We are focused on the following strategic initiatives, which we believe are critical to our long-term success:

Owning Brands. We own a portfolio of proprietary brands, including DKNY, Donna Karan, Vilebrequin, Eliza J, Jessica Howard, G.H. Bass and Andrew Marc. Owning our own brands is advantageous to us for several reasons:

We can realize significantly higher operating margins because we are not required to pay licensing fees on sales by us of our proprietary products and can also generate licensing revenues (which have no related cost of goods sold) for classes of products not manufactured by us.

There are no channel restrictions, permitting us to market our products internationally, and to utilize a variety of different distribution channels, including online and off-price channels.

We are able to license our proprietary brands in new categories and geographies to carefully selected licensees.

We are able to build equity in these brands to benefit the long-term interests of our stockholders.

Develop and Expand Our DKI Business. We believe that DKNY and Donna Karan are two of the most iconic and recognizable power brands and that we are well positioned to unlock their potential. We are focusing on the expansion of the DKNY brand, while continuing to re-establish Donna Karan and other associated brands. We are leveraging our demonstrated ability to drive organic growth and develop talent within our company to maximize the potential of the DKNY and Donna Karan brands. In fiscal 2018 and fiscal 2019, we restructured and repositioned the DKNY and Donna Karan brands. We re-launched the DKNY apparel line and also re-launched Donna Karan as an aspirational luxury brand that is priced above DKNY and targeted to fine department stores globally. Our strategy is for DKNY and Donna Karan to be more accessible brands, both designed and priced to reach a wider range of customers. We launched our DKNY Jeans denim collection during fiscal 2021. We believe there is untapped global licensing and distribution potential for these brands and aim to grow royalty streams in the DKNY and Donna Karan businesses through expansion of additional categories with existing licensees, as well as new categories with new licensees. We are committed to making DKNY a fashion and lifestyle brand of choice.
Focusing on Our Five Global Power Brands. While we sell products under more than 30 licensed and proprietary brands, five global power brands anchor our business: DKNY, Donna Karan, Calvin Klein, Tommy Hilfiger and Karl Lagerfeld Paris. Each of these brands has substantial name recognition and is well-known in the marketplace. We believe each brand also provides us with significant growth opportunities. We have leveraged the strength of our power brands to become a supplier of choice in a diversified range of product categories.
Expanding Our International Business. We continue to expand our international business and enter into new markets worldwide. We believe that the international sales and profit opportunity is quite significant for our DKNY and Donna Karan businesses. We are expanding our DKNY business globally. The key markets in which our DKNY merchandise is currently distributed include Europe, China, the Middle East, Southeast Asia, Korea and Russia. Continued growth, brand development and marketing in these key markets is critical to driving global brand recognition.

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Proxy Summary

Increasing Digital Channel Business Opportunities. We are continuing to make changes to our business to address the additional challenges and opportunities created by the evolving role of the digital marketplace in the retail sector and expect to increase the sale of our products in an omni-channel environment. We are investing in digital personnel, marketing, logistics, planning and distribution. Consumers are increasingly engaging with brands through digital channels, and we believe that this trend will continue to grow in the coming years. The five global power brands that serve as the anchor of our business position us to be the direct beneficiaries of this trend, whether by continuing to leverage our partnerships with the digital channel businesses operated by our licensors and major retailers to facilitate customer engagement or by building out our own digital capabilities.
Opportunity for Long-term Profitability in Our Retail Operations. In June 2020, we commenced a restructuring of our retail operations segment, including the closing of the Wilsons Leather, G.H. Bass and Calvin Klein Performance stores. All store closings included in the restructuring were completed as of the end of fiscal 2021. After completion of the restructuring, our retail operations segment consists of our DKNY and Karl Lagerfeld Paris stores, as well as the digital channels for DKNY, Donna Karan, Karl Lagerfeld Paris, G.H. Bass, Andrew Marc and Wilsons Leather. In addition to our restructuring plan, we continue to make changes to our DKNY and Karl Lagerfeld retail operations, which we believe will enable us to greatly reduce our retail losses and to ultimately position this segment to become profitable.

Leadership Priorities in Fiscal 2021

USING OUR COMPETITIVE ADVANTAGES TO DRIVE BUSINESS PERFORMANCE

The COVID-19 pandemic affected all aspects of our business in fiscal 2021. However, our competitive strengths underpinned our ability to adapt to changing conditions, adjust our product offerings in response to consumer trends towards more casual attire and drive our strategic initiatives described above.

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DONNA KARAN INTERNATIONAL

The ongoing development of the Donna Karan International businesses serves as one of the pillars of our strategic efforts. We believe that DKNY and Donna Karan are two of the most iconic and recognizable power brands and that we are well positioned to unlock their potential. We are focusing on the expansion of the DKNY brand, while continuing to re-establish

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the Donna Karan brand. We re-launched the DKNY apparel line and also re-launched Donna Karan as an aspirational luxury brand that is priced above DKNY and targeted to fine department stores globally. Our strategy is for DKNY and Donna Karan to be more accessible brands, both designed and priced to reach a wider range of customers. We launched our DKNY Jeans denim collection during fiscal 2021. As the owner of these brands, we believe there is untapped global licensing and distribution potential for them and aim to grow royalty streams in the DKNY and Donna Karan businesses through expansion of additional categories with existing licensees, as well as new categories with new licensees. We are committed to making DKNY a fashion and lifestyle brand of choice.

CALVIN KLEIN

Our most significant licensed brand is Calvin Klein for which we have multiple license agreements for wholesale sales in the United States and Canada. In June 2019, we expanded our relationship with Calvin Klein by entering into a license agreement with an initial term of five years for the design, production and wholesale distribution of Calvin Klein Jeans women’s jeanswear in the United States and Canada.

TOMMY HILFIGER AND KARL LAGERFELD PARIS

We also have a significant relationship with Tommy Hilfiger, with whom we have a multi-category womenswear license in the United States and Canada. This license for women’s sportswear, dresses, suit separates, performance and denim is in addition to our Tommy Hilfiger men’s and women’s outerwear license and Tommy Hilfiger luggage license, both also in the United States and Canada. We recently extended the license agreements with Tommy Hilfiger for apparel and outerwear through 2025.

We own a 49% interest in a joint venture that owns the trademarks for the Karl Lagerfeld brand in North America. As part of that relationship, we have a long-term license agreement with the joint venture for the Karl Lagerfeld Paris brand in North America, pursuant to which we produce and distribute women’s apparel, women’s footwear, women’s handbags, men’s apparel, men’s footwear and luggage under the Karl Lagerfeld Paris brand.

OUR ABILITY TO PARTNER

We believe that retailers today are seeking resources with the size and power to partner effectively on all aspects of the supply chain, from design, sourcing and quality control to logistics and warehousing. We believe that G-III is a partner of choice in these endeavors, and that we are able to capitalize on our competitive strengths to expand our position as an all-season diversified apparel company.

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Our Director Nominees

GRAPHIC

The Board of Directors recommends that stockholders vote FOR Proposal No. 1 to elect twelve directors to serve on our Board of Directors for the ensuing year.

Our director nominees are listed below.

Name and

Primary Occupation

Age

Director
since

Independent

Committee and Board Roles

Audit

Compensation

Nominating &
Corporate
Governance

Morris Goldfarb GRAPHIC

Chairman & CEO, G-III

70

1974

Sammy Aaron

Vice Chairman and President, G-III

61

2005

Thomas J. Brosig

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

71

1992

GRAPHIC

GRAPHIC

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Alan Feller

Retired CFO, G-III

79

1996

GRAPHIC

GRAPHIC GRAPHIC

Jeffrey Goldfarb

Executive Vice President, G-III

44

2009

Victor Herrero

Chief Executive Officer and Chairman, Clarks

52

2019

GRAPHIC

Robert L. Johnson

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

74

2020

GRAPHIC

Jeanette Nostra

Senior Advisor, G-III

69

2013

Laura Pomerantz

Vice Chairman and Head of Strategic Accounts, Cushman & Wakefield

73

2005

GRAPHIC

Willem van Bokhorst

Managing Partner, STvB Advocaten

75

1989

GRAPHIC

Cheryl Vitali

Global President, L’Oréal’s American Luxury Brands

60

2011

GRAPHIC

Richard White GRAPHIC

CEO, Aeolus Capital Group LLC

66

2003

GRAPHIC

GRAPHIC

GRAPHIC

Meetings in Fiscal 2021

6

7

2


GRAPHIC Committee Chair

Member

GRAPHIC Financial Expert

GRAPHIC Chairman of the Board

GRAPHIC Lead Independent Director

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Governance Highlights

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

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Annual election of directors

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Robust stock ownership guidelines for executive officers and directors

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Experienced Lead Independent Director

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Anti-pledging and anti-hedging policies

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Regular executive sessions of independent directors

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Clawback policy for executive compensation in the event of financial restatements

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Board committees composed entirely of independent directors

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Established standards for director selection, independence and qualifications

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Extensive stockholder outreach led by our Lead Independent Director and COO to obtain direct stockholder feedback

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

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Enhanced disclosure of environmental, social and governance initiatives

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Annual Say-on-Pay vote

Stockholder Outreach

G-III values the opinions of its stockholders and has spent considerable time soliciting their views on a variety of topics. During fiscal 2020, we reached out to stockholders who owned an aggregate of 83.1% of our shares and met with stockholders who owned an aggregate of 64.8% of our shares, as well as with the major proxy advisory firms. During each meeting, we presented an update on our business, our preliminary thinking on changes to our compensation program that we expected to make for fiscal 2020 and our Corporate Social Responsibility initiatives. We actively solicited and received valuable feedback from our stockholders on these topics.

From February to April 2020, we continued to engage with our stockholders, building on the progress made during the prior year. We reached out to stockholders who owned an aggregate of 90.9% of our shares and met with stockholders who owned an aggregate of 59.1% of our shares.  

In February and March 2021, we continued our outreach initiative and reached out to stockholders who owned an aggregate of 89.1% of our shares and met with stockholders who owned an aggregate of 61.8% of our shares. We updated our stockholders on the impact the COVID-19 pandemic was having on our wholesale business given that in the spring of 2020, our retail partners largely closed their stores and our own retail stores closed as well. We also continued to provide updates on our executive compensation program, our progress on board refreshment and diversity and our Corporate Social Responsibility initiatives.

The outreach in both years was led by our Lead Independent Director, who is also Chairman of our Compensation Committee. Our Chief Operating Officer, our Vice President, Investor Relations, and the Compensation Committee’s independent compensation consultant also participated in meetings with investors.

GRAPHIC More information on our stockholder outreach is provided beginning on page 32.

Corporate Social Responsibility

2020 was a year like no other. The global pandemic, which resulted in an economic shut down, was particularly disruptive to our industry and our business. The pandemic impacted the way we live our lives and conduct our business. The challenges we faced during the past year further strengthened our commitment to Corporate Social Responsibility (CSR). We are pleased to report that we made strides across our CSR agenda. This progress includes laying the groundwork to take steps to formalize, enhance, and scale our CSR programs. In the coming years, we will work to establish baseline metrics from which to measure our CSR progress and establish goals for the future.  

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Engage Our People - At G-III, our greatest assets are our employees who come to work every day with incredible dedication, drive, compassion and care. We are an Equal Opportunity Employer with policies, procedures and practices that recognize the value and worth of each individual covering matters such as safety, discrimination, harassment and retaliation. We provide training on these issues to our personnel. G-III ensures compliance with other important labor and employment law issues through a variety of processes and procedures, using both internal and external expertise and resources. Our focus remains on enhancing the working environment for our employees and taking steps to ensure that G-III remains a great company to work for. The resiliency and flexibility demonstrated by our high performing teams this past year, as we successfully navigated the challenges posed by the pandemic, has been nothing short of amazing. It is their dedication that has made our progress toward our CSR initiatives possible.

In spite of the changes and challenges we faced in 2020, our focus on enhancing the workplace for our employees has not waivered. G-III recognizes that each of our employees faced their individual, pandemic-related challenges outside the workplace both while working remotely and upon their return to in-person work. We are committed to the health and safety of our employees and customers. We have taken extra care to protect their health and safety throughout the pandemic. Prior to reopening our office and various other facilities, we enacted a series of strict workplace policies and procedures to help keep our employees healthy and safe, and to ensure we were doing our part as a business to prevent community spread of the virus.

At our offices, we upgraded our HVAC and ventilation systems. We implemented a social distancing policy, enhanced cleaning protocols, provided a stipend to employees for alternative commuting expenses and surveyed our team members to engage them and get their feedback. Signs were posted on floors and common spaces to remind everyone of these protocols and masks are required to be worn inside G-III facilities. To further support our employees, we implemented a cohort schedule to limit the amount of people in-office at any one time and we provide on-site COVID testing. We are extremely proud of our teams’ ability to adapt to the new policies as they have shown their strength and dedication every step of the way.

We know that in order to succeed, we must become an even more diverse, equitable, and inclusive organization. Women currently occupy a significant portion of the top 37 senior management positions at G-III. We are in the process of adding supplemental diversity, equity, and inclusion (DEI) training options for our workforce. In partnership with UNCF (United Negro College Fund), G-III has developed the G-III Apparel Group Scholarship Program to provide 10 annual need-based scholarships to African American college sophomores majoring in business-related disciplines. Together with the UNCF, we are also developing a new program which will bring a diverse set of 5 to 8 college students to G-III for a summer internship and hopefully, long-term employment upon their graduation.

Our Board of Directors value DEI and continue to make progress in our goal to enhance the Board’s diversity and skill sets. This is evidenced by our board composition, which includes three females and two persons of diverse background. Each of our 12 board members brings diverse experiences and expertise that enhances the board’s productivity. In September 2020, we added our newest board member, Robert L. Johnson, Founder and Chairman of The RLJ Companies, LLC and Founder and Former Chairman of Black Entertainment Television (BET). Bob’s success as an entrepreneur and significant business expertise across multiple industries will provide a valuable perspective as we continue to execute our strategy. Further, Bob will also advise us on our continued efforts to become a more diverse and inclusive organization. In addition, in June 2019, Victor Herrero, the former CEO of the global lifestyle brand, GUESS, the current Executive Chairman and CEO of Clarks and a Director and Chair of the Sustainability Committee at GLOBAL FASHION GROUP, was elected to the Board. As we continue to expand our operations internationally, we will benefit from Victor’s significant expertise developed by his diversified apparel and accessory experience in North America, Europe and Asia.

Throughout the year, and notwithstanding its many disruptive challenges, we continued to enhance social compliance programs across our supply chain. In 2020, we implemented multi-brand training sessions and shared audit programs which were piloted in 2019, efficiently extending our reach to more suppliers. We joined the Social & Labor Convergence Program (SLCP) and are now in the process of adopting the tools offered by the program throughout the supply chain.  This program allows multiple companies across our industry to share a standardized factory assessment, increase efficiencies through brand collaboration and reduce time spent auditing. This program

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is an investment in a shared industry goal that allows manufacturers and retailers to improve delivering benefits for workers across the supply chain. We are also working to diligently enhance our cotton traceability and have engaged ORITAIN™ to provide tools to verify that our vendors’ cotton is not sourced from regions known to employ forced labor, further strengthening our compliance programs and addressing this complex matter as it evolves.

Protect Our Environment - G-III is committed to protecting the environment both at the local level, in the communities in which we operate, and also at the global level, as a leading member of the apparel and accessories industry. We are working hard to reduce the environmental impact of our business and supply chain across our many brands. We look forward to sharing our sustainable textile policy across our company brands.  

Vilebrequin, our status resort and swimwear brand celebrating its 50th anniversary, stands out for its commitments and sustained action to reduce its environmental impact. We are extremely proud of its progress to incorporate fabrics developed from recycled plastic bottles and plastics removed from the oceans and to use certified organic cotton. In 2020, over 20% of its line was made from these sustainable fabrics and, in 2021, over 60% of its globally recognizable swim collection is expected to be made from these fabrics. Vilebrequin is working toward a goal of having 80% of its products made from sustainable fabrics by 2025.

Vilebrequin also stands out for its philanthropic activities. It has partnered with Te Mana o Te Moana, a non-profit focused on preserving French Polynesia’s sea turtle population. This year, in celebration of its 50th anniversary, the brand is launching the Vilebrequin Foundation which will focus on three key priorities: preserving marine biodiversity, environmental preservation for our children, and reducing the fashion industry’s environmental impact.

Invest in Our Communities –Volunteerism and giving back are part of the culture at G-III.  Although this year was extraordinarily challenging for our business and people, our support for our non-profit partners continued uninterrupted. We are proud to support among others (i) Ronald McDonald House of New York, which supports families with sick children in their time of need, (ii) UNCF, which provides scholarships for Black students and general scholarship funds for historically Black colleges and universities, (iii) City Harvest, which is working to end hunger in communities throughout New York City, (iv) Women in Need, which is the largest provider of shelter and supportive housing for New York City's homeless families, especially women and children, (v) My Friend’s Place, which assists and inspires youth experiencing homelessness to build self-sufficient lives, (vi) The Hetrick-Martin Institute, which provides community, basic needs, health, education and career services to thousands of LGBTQ youth, and (vii) DeliveringGood, which supports people affected by poverty and tragedy through new merchandise donations from retailers and manufacturers.

Additionally, we utilized our global infrastructure to source and donate hundreds of thousands of masks, medical supplies, and personal protective equipment. We provided NYC’s first responders, medical care workers, and health care facilities with protective equipment when demand far exceeded supply during the height of the pandemic. As always, our employees across the globe generously volunteered their time to a myriad of non-profit organizations working to make the world a greener, healthier, safer and more equitable place.

Over the last year, fulfilling our responsibilities to employees, partners, investors, and the global community remained our priority. Our commitment to the core principles of Engage our People, Protect our Environment and Invest in Our Communities was tested. Even during this year of crisis and disruption, we took meaningful action and made substantive progress in advancing our corporate social responsibility agenda. Our business continues to drive value for all of our stakeholders, and it is making an impact on our communities and the world around us as well.

Executive Compensation Highlights

More than 95% of our Chairman and CEO’s compensation and more than 87% of the average compensation of our other Named Executive Officers (“NEOs”) in fiscal 2021 consisted of at-risk annual and long-term incentive compensation.

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Chairman and CEO Compensation Mix

Other NEOs Compensation Mix

GRAPHIC

GRAPHIC More information is provided in the “Compensation Discussion and Analysis” beginning on page 28 and the “Executive Compensation Tables” beginning on page 43.

Impact of COVID-19 On Our Compensation Program For Fiscal 2021

The determination of executive compensation for fiscal 2021 was heavily influenced by the impact of the COVID-19 pandemic which created significant challenges to the operation of our business and had a material adverse effect on our financial results. Senior management concluded early on that a “business as usual” approach would not be sufficient and took action to conserve cash, maintain management continuity and retain management and employees to the extent possible. The Compensation Committee considered the disruption caused to G-III’s business and the extraordinary efforts of management in successfully responding to this disruption and the numerous challenges of operating a business in a pandemic environment. The effects of the pandemic significantly impacted the compensation of our executive officers and other members of senior management.

Our Chairman and Chief Executive Officer, Morris Goldfarb, and Vice Chairman and President, Sammy Aaron, each voluntarily agreed to temporarily forgo his annual salary for approximately six months. Both of them agreed to receive no salary other than payment by G-III of their employee contributions with respect to medical benefits and long-term disability.
Our other NEOs, Wayne Miller, Neal Nackman and Jeffrey Goldfarb, each voluntarily agreed to temporarily reduce his annual salary by 40% for approximately six months.
Other members of senior management took temporary reductions in base salary ranging from 10% to 40% for approximately six months.
The Compensation Committee granted annual cash incentives to our Chairman and Chief Executive Officer and Vice Chairman and President that were 56% lower than the annual cash incentive payments made to them in the prior year.

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Annual cash incentive payments to our other NEOs declined by an average of 27% compared to the prior year.
As a result of the adverse impact of the COVID-19 pandemic on our earnings and return on invested capital, we believe that the three-year performance conditions of the equity grants made in April 2019 for fiscal 2020 will likely not be achieved. In addition, the performance-based awards granted in December 2015 for fiscal 2016 expired in December 2020 without vesting. Accordingly, we are concerned about retention of management and senior executives.
The continued uncertainty caused by the pandemic prevented our establishment of meaningful long-term financial performance criteria. Accordingly, our Compensation Committee granted time-based restricted stock units (“RSUs”) with a 3-year cliff vesting period to our NEOs in April 2020 and March 2021, rather than performance-based equity awards, to provide additional retention value and a greater degree of certainty during a period of extreme market volatility.
The grant date fair value of fiscal 2021 grants made in April 2020 to each of Mr. Goldfarb and Mr. Aaron were 8% lower compared to the prior year, as shown in the Summary Compensation Table.
We expect to return to our practice of granting performance-based equity grants next year, but the Compensation Committee intends to maintain flexibility to evaluate business conditions next year and determine compensation accordingly.

GRAPHIC

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

GRAPHIC More information is provided in the “Compensation Discussion and Analysis” beginning on page 28 and the “Executive Compensation Tables” beginning on page 43.

Approval of Amendments to Our 2015 Long-Term Incentive Plan

We are proposing to amend our 2015 Long-Term Incentive Plan to (i) increase the number of shares of Common Stock that may be issued under the 2015 Plan by 1,200,000 shares to 6,200,000 shares and (ii) increase the number of shares that may be issued to any 2015 Plan participant in any fiscal year from 400,000 to 800,000. After making the RSU grants in March 2021 and our annual grants to non-employee directors effective after the Annual Meeting, we expect to have approximately 2,395,206 shares available for grant under the 2015 Plan.

We are seeking authorization for additional shares under the 2015 Plan in order to be able to continue to incentivize and retain executives, other key employees and non-employee directors. Similar to other companies in our industry, we believe equity compensation is integral in providing a competitive total compensation package necessary to recruit, retain and reward key employees. Equity awards are commonly used by companies our size, and the ability to provide equity grants is essential to competing for talent in the highly competitive apparel industry. Therefore, we believe it is imperative to provide long-term incentive awards as a component of our compensation program.

We are also seeking authorization to increase the maximum number of shares that can be granted under the 2015 Plan to any individual in any year. This increase will provide us with additional flexibility in attracting and retaining senior management.  The increase also aligns the limit on the size of awards more closely to limits used by our competitors.  

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Our Board and our Compensation Committee strongly believe that our stockholders should vote FOR Proposal No. 3Approval of Amendments to Our  2015 Long-Term Incentive Plan.

GRAPHIC For more information with respect to these proposed amendments to the 2015 Plan, see Proposal No. 3 beginning on page 62.

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BENEFICIAL OWNERSHIP OF COMMON STOCK BY CERTAIN STOCKHOLDERS AND MANAGEMENT

The following table sets forth information as of April 19, 2021 (except as otherwise noted in the footnotes) regarding the beneficial ownership of our Common Stock of: (i) each director; (ii) each person known by us to own beneficially more than five percent of our outstanding Common Stock; (iii) each executive officer named in the Fiscal 2021 Summary Compensation Table; and (iv) all directors and executive officers as a group. Except as otherwise specified, the named beneficial owner has the sole voting and investment power over the shares listed. The percentage of ownership is based on 48,376,636 shares of Common Stock outstanding (excluding treasury shares) as of April 19, 2021 (except as otherwise noted in the footnotes). Unless otherwise indicated in the table below, each beneficial owner has an address in care of our principal executive offices at 512 Seventh Avenue, New York, New York 10018.

    

Amount and Nature of

    

 

Beneficial Ownership of

Percentage of

 

Name and Address of Beneficial Owner

Common Stock

Common Stock

 

Morris Goldfarb

 

3,776,347

(1)

7.8%

Sammy Aaron

 

190,086

(2)

*

Thomas J. Brosig

 

14,010

(3)

*

Alan Feller

 

15,006

(4)

*

Jeffrey Goldfarb

 

385,594

(5)

*

Victor Herrero

1,312

(6)

*

Robert L. Johnson

(7)

Jeanette Nostra

 

15,440

(8)

*

Laura Pomerantz

 

38,965

(9)

*

Willem van Bokhorst

 

53,307

(10)

*

Cheryl Vitali

 

28,081

(11)

*

Richard White

 

72,874

(12)

*

BlackRock, Inc.

 

55 East 52nd Street

New York, NY 10055

7,110,728

(13)

14.7%

FMR, LLC

 

245 Summer Street

Boston, MA 02210

4,515,970

(14)

9.3%

The Vanguard Group

 

100 Vanguard Blvd.

Malvern, PA 19355

4,250,594

(15)

8.8%

Cramer Rosenthal McGlynn LLC

 

520 Madison Ave.

New York, NY 100122

3,893,025

(16)

8.0%

Dimensional Fund Advisors LP

 

Building One

6300 Bee Cave Road

Austin, Texas 78746

3,498,831

(17)

7.2%

Wayne S. Miller

 

(18)

Neal S. Nackman

 

46,902

(19)

*

All directors and executive officers as a group (14 persons)

 

4,637,924

(20)

9.6%

*     Less than one percent

(1) Includes (i) 166,750 shares of Common Stock held by Goldfarb Family Partners, L.L.C., of which Mr. Goldfarb is the sole Manager; (ii) 76,175 shares of Common Stock owned by The Morris and Arlene Goldfarb Family Foundation, Inc., of which Mr. Goldfarb is the President and Treasurer; (iii) 2,998,219 shares of Common Stock owned jointly by Mr. Goldfarb and his wife, Arlene Goldfarb; (iv) 29,666 shares of Common Stock owned by Arlene Goldfarb; (v) 200,000 shares of Common Stock held by The Morris Goldfarb 2012 Delaware Trust (Mr. Goldfarb serves as a member of the Trust Committee of the Trust, which directs the Trustee’s decisions as to voting and disposition of the shares held in the Trust) and (vi) 200,000 shares of Common Stock held by The Arlene Goldfarb 2012 Delaware Trust (Arlene Goldfarb serves as a member of the Trust Committee of the Trust, which directs the Trustee’s decisions as to voting and disposition of the shares held in the Trust). In addition to the shares listed in the table, Mr. Goldfarb has the right to receive (i) an aggregate of 44,041 shares of Common Stock pursuant to PRSU awards for which performance conditions have been

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satisfied, subject to the satisfaction of required time vesting periods; (ii) an aggregate of 502,266 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods; and (iii) an aggregate of 111,665 shares of Common Stock pursuant to PSU awards, subject to the satisfaction of performance conditions and required time vesting periods. The number of shares earned pursuant to PSU awards could increase or decrease depending upon actual performance achieved relative to performance targets.

(2) In addition to the shares listed in the table, Mr. Aaron has the right to receive (i) an aggregate of 29,361 shares of Common Stock pursuant to PRSU awards for which performance conditions have been satisfied, subject to the satisfaction of required time vesting periods; (ii) an aggregate of 334,844 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods; and (iii) an aggregate of 74,443 shares of Common Stock pursuant to PSU awards, subject to the satisfaction of performance conditions and required time vesting periods. The number of shares earned pursuant to PSU awards could increase or decrease depending upon actual performance achieved relative to performance targets.

(3) In addition to the shares listed in the table, Mr. Brosig has the right to receive an aggregate of 15,538 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods.

(4) In addition to the shares listed in the table, Mr. Feller has the right to receive an aggregate of 16,888 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods.

(5) Includes (i) 70,663 shares of Common Stock held by Jeffrey and Stacey Goldfarb, Mr. Goldfarb’s wife, as joint tenants; (ii) 47,170 shares of Common Stock owned by JARS Portfolio LLC; (iii) 24,896 shares of Common Stock owned by the Amanda Julie Goldfarb Trust 2007 of which Mr. Goldfarb and his wife are co-trustees; and (iv) 2,200 shares of Common Stock owned by the Ryan Gabriel Goldfarb Trust 2009 of which Mr. Goldfarb and his wife are co-trustees. In addition to the shares listed in the table, Mr. Goldfarb has the right to receive (i) an aggregate of 11,010 shares of Common Stock pursuant to PRSU awards for which performance conditions have been satisfied, subject to the satisfaction of required time vesting periods; (ii) an aggregate of 144,316 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods; and (iii) an aggregate of 29,312 shares of Common Stock pursuant to PSU awards, subject to the satisfaction of performance conditions and required time vesting periods. The number of shares earned pursuant to PSU awards could increase or decrease depending upon actual performance achieved relative to performance targets.

(6) In addition to the shares listed in the table, Mr. Herrero has the right to receive an aggregate of 12,809 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods.

(7) Mr. Johnson has the right to receive an aggregate of 7,097 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods.

(8) In addition to the shares listed in the table, Ms. Nostra has the right to receive (i) an aggregate of 918 shares of Common Stock pursuant to PRSU awards for which performance conditions have been satisfied, subject to the satisfaction of required time vesting periods and (ii) an aggregate of 22,765 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods.

(9) In addition to the shares listed in the table, Ms. Pomerantz has the right to receive an aggregate of 13,512 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods.

(10) In addition to the shares listed in the table, Mr. van Bokhorst has the right to receive an aggregate of 13,512 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods.

(11) In addition to the shares listed in the table, Ms. Vitali has the right to receive an aggregate of 13,512 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods.

(12) Includes (i) 1,268 shares of Common Stock owned by the Elizabeth White Grantor Trust, of which Mr. White is the trustee and over which he has investment control and (ii) 1,268 shares of Common Stock owned by the Alexandra White Grantor Trust, of which Mr. White is the trustee and over which he has investment control. In addition to the shares listed in the table, Mr. White has the right to receive an aggregate of 20,266 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods.

(13) Information is derived from the Schedule 13G/A filed by BlackRock, Inc. (“BlackRock”) with the Securities and Exchange Commission on January 26, 2021. BlackRock is a parent holding company or control person in accordance with Exchange Act Rule 13d-1(b)(1)(ii)(G) and reported sole voting power with respect to 6,977,254 of such shares and sole dispositive power with respect to 7,110,728 of such shares. The filing reported that such shares are beneficially owned by several BlackRock subsidiaries.

(14) Information is derived from the Schedule 13G filed by FMR, LLC (“FMR”) and Abigail P. Johnson with the Securities and Exchange Commission on February 8, 2021. FMR is a parent holding company in accordance with Exchange Act Rule 13d-1(b)(1)(ii)(G) and reported sole voting power with respect to 1,223,643 of such shares and sole dispositive power with respect to 4,515,970 of such

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Beneficial Ownership of Common Stock by Certain Stockholders and Management

shares. The filing reported that it reflects securities beneficially owned, or that may be deemed to be beneficially owned, by FMR, certain of its subsidiaries and affiliates, and other companies.

(15) Information is derived from the Schedule 13G/A filed by The Vanguard Group, Inc. (“Vanguard”) with the Securities and Exchange Commission on February 10, 2021. Vanguard is an investment adviser in accordance with Exchange Act Rule 13d-1(b)(1)(ii)(E) and reported shared voting power with respect to 49,049 of such shares, sole dispositive power with respect to 4,160,810 of such shares and shared dispositive power with respect to 89,784 of such shares.

(16) Information is derived from the Schedule 13G/A filed by Cramer Rosenthal McGlynn LLC (“Cramer”) with the Securities and Exchange Commission on February 16, 2021. Cramer is an investment adviser in accordance with Exchange Act Rule 13d-1(b)(1)(ii)(E) and reported sole voting power with respect to 3,831,238 of such shares and sole dispositive power with respect to 3,893,025 of such shares.

(17) Information is derived from the Schedule 13G/A filed by Dimensional Fund Advisors LP (“DFA”) with the Securities and Exchange Commission on February 12, 2021. DFA is an investment advisor in accordance with Exchange Act Rule 13d-1(b)(1)(ii)(E) and reported sole voting power with respect to 3,399,359 of such shares and sole dispositive power with respect to 3,498,831 of such shares. The filing reported that DFA is an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Funds”), and that all securities reported in the filing are owned by the Funds.

(18) Mr. Miller has the right to receive (i) an aggregate of 22,021 shares of Common Stock pursuant to PRSU awards for which performance conditions have been satisfied, subject to the satisfaction of required time vesting periods; (ii) an aggregate of 227,180 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods; and (iii) an aggregate of 58,624 shares of Common Stock pursuant to PSU awards, subject to the satisfaction of performance conditions and required time vesting periods. The number of shares earned pursuant to PSU awards could increase or decrease depending upon actual performance achieved relative to performance targets.

(19) In addition to the shares listed in the table, Mr. Nackman has the right to receive (i) an aggregate of 3,900 shares of Common Stock pursuant to PRSU awards for which performance conditions have been satisfied, subject to the satisfaction of required time vesting periods; (ii) an aggregate of 56,454 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of required time vesting periods; and (iii) an aggregate of 10,381 shares of Common Stock pursuant to PSU awards, subject to the satisfaction of performance conditions and required time vesting periods. The number of shares earned pursuant to PSU awards could increase or decrease depending upon actual performance achieved relative to performance targets.

(20) In addition to the shares listed in the table, all directors and officers as a group have the right to receive (i) an aggregate of 111,251 shares of Common Stock pursuant to PRSU awards for which applicable performance conditions have been satisfied, subject to the satisfaction of required time vesting periods; (ii) an aggregate of 1,400,959 shares of Common Stock pursuant to RSU awards, subject to the satisfaction of performance conditions and required time vesting periods; and (iii) an aggregate of 284,425 shares of Common Stock pursuant to PSU awards, subject to the satisfaction of performance conditions and required time vesting periods. The number of shares earned pursuant to PSU awards could increase or decrease depending upon actual performance achieved relative to performance targets.

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CORPORATE GOVERNANCE

Board of Directors

The Board of Directors has determined that Thomas Brosig, Alan Feller, Victor Herrero, Robert L. Johnson, Laura Pomerantz, Willem van Bokhorst, Cheryl Vitali and Richard White are independent directors. The independent directors constitute 67% of the Board of Directors. In making its determination regarding the independence of the directors, the Board relied upon information provided by each of the directors and noted that each independent director meets the standards for independence set out in Nasdaq Listing Rule 5605(a)(2) and under the applicable rules and regulations of the SEC, and that there is no material business relationship between G-III and any independent director, including any business entity with which any independent director is affiliated.

The Board of Directors held six meetings and acted by unanimous written consent once during the fiscal year ended January 31, 2021. During the fiscal year ended January 31, 2021, each director attended all meetings of the Board of Directors, and each director attended all meetings of committees of the Board on which he or she served. We do not have a formal policy regarding attendance by members of the Board of Directors at annual stockholders’ meetings. All of our directors attended the 2020 Annual Meeting of Stockholders.

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

AUDIT COMMITTEE

Meetings during the fiscal year ended January 31, 2021:

7

    Alan Feller GRAPHIC GRAPHIC

    Thomas Brosig GRAPHIC

    Richard White GRAPHIC

GRAPHIC ALL MEMBERS OF THE AUDIT COMMITTEE ARE INDEPENDENT.

Responsibilities

The Audit Committee is responsible for, among other things:

Assisting the Board in monitoring:

(i)

the integrity of our financial statements,

(ii)

the qualifications and independence of our independent auditors,

(iii)

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

(iv)

the compliance by us with legal and regulatory requirements.

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

Qualifications

GRAPHIC The Board has determined that each of Messrs. Feller, Brosig and White is an audit committee financial expert as such term is defined in the rules of the SEC.

Charter

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

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COMPENSATION COMMITTEE

Meetings during the fiscal year ended January 31, 2021:

4

    Richard White GRAPHIC

    Laura Pomerantz

    Willem van Bokhorst

Responsibilities

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

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

GRAPHIC ALL MEMBERS OF THE COMPENSATION COMMITTEE ARE INDEPENDENT.

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

(i)

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

(ii)

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

(iii)

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

(iv)

reviewing and recommending changes to director compensation;

(v)

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

(vi)

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

(vii)

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

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

The Compensation Committee met four times and acted by unanimous written consent three times during the year ended January 31, 2021.

Charter

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

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the year ended January 31, 2021, Laura Pomerantz, Willem van Bokhorst and Richard White served on our Compensation Committee. None of the members of the Compensation Committee (i) has ever been an officer or employee of ours or (ii) had any relationship requiring disclosure by us under Item 404 of Regulation S-K. None of our executive officers served on the board or compensation committee (or other committee serving an equivalent function) of any other entity, where an executive officer of the other entity served on our Board of Directors or Compensation Committee.

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NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

Meetings during the fiscal year ended January 31, 2021:

2

    Thomas Brosig GRAPHIC

    Robert L. Johnson (as of April 1, 2021)

    Cheryl Vitali

    Richard White

GRAPHIC ALL MEMBERS OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE ARE INDEPENDENT.

Responsibilities

The Nominating and Corporate Governance Committee:

(a)

assists the Board in its selection of individuals

(i)

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

(ii)

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

(b)

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

The Nominating and Corporate Governance Committee is also responsible for a number of matters under our Director Selection and Qualification Standards and Resignation Policy as described below. The Nominating and Corporate Governance Committee met to review the performance and the experience, qualifications, attributes and skills of the members of the Board and recommended to our Board the persons to be nominated for election as directors at the Annual Meeting. The Nominating and Corporate Governance Committee met with Robert L. Johnson and reviewed his qualifications and subsequently recommended to the Board that he be elected as a director of G-III. The Board elected Mr. Johnson as a director of G-III at its meeting held on September 24, 2020. Mr. Johnson was initially recommended to the Nominating and Corporate Governance Committee by our Chief Executive Officer.

Charter

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

NOMINATIONS PROCESS

It is the policy of the Nominating and Corporate Governance Committee to consider candidates for Board membership suggested by Nominating and Corporate Governance Committee members and other Board members, management, our stockholders, third-party search firms and any other appropriate sources. As a stockholder, you may recommend any person for consideration as a nominee for director by writing to the Secretary of G-III, c/o G-III Apparel Group, Ltd., 512 Seventh Avenue, New York, New York 10018. Recommendations must be received by March 12, 2022 to be considered for the 2022 Annual Meeting of Stockholders. Recommendations must include the name and address of the stockholder making the recommendation, a representation setting forth the number of shares of our Common Stock beneficially owned by the recommending stockholder, a statement that the recommended nominee has expressed his or her intent to serve on the Board if elected, biographical information about the recommended nominee, any other information the stockholder believes would be helpful to the Nominating and Corporate Governance Committee in evaluating the individual recommended nominee and a description of all arrangements or understandings between the recommending stockholder and each nominee and any other person concerning the nomination.

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

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

●    personal integrity,

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

●    skill,

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

●    sound business judgment,

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

●    diversity,

●    potential conflicts of interest,

●    business and professional skills and experience,

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

●    experience with businesses and other organizations of comparable size,

●    concern for the long-term interests of stockholders.

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

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

The Nominating and Corporate Governance Committee does not have a formal policy with respect to considering diversity in identifying director nominees, although it has recommended an additional diverse candidate for election as a director in each of the past two years. The Board and the Nominating and Corporate Governance Committee believe it is important that the Board members represent diverse viewpoints and a variety of skills so that, as a group, the Board will possess the appropriate talent, skills and expertise to oversee our business. The evaluation process for stockholder recommendations is the same as for candidates recommended from any other source. The needs of the Board and the factors that the Nominating and Corporate Governance Committee consider in evaluating candidates are reassessed on an annual basis, when the Committee’s charter is reviewed.

Stockholder Communications

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

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

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if the meeting is to be held on a day which is not more than 30 days in advance of the anniversary of the previous year’s annual meeting or not later than 70 days after the anniversary of the previous year’s annual meeting. The advance notice provisions of the by-laws prescribe information that the stockholder’s notice must contain, both as to itself and its proposed director nominee, if the stockholder wishes to nominate a candidate for the annual meeting director election, prescribe information that the stockholder’s notice must contain if the stockholder wishes to bring business other than a director nomination before the annual meeting, and set forth rules and procedures relating to special meetings of stockholders.

Risk Oversight

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

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

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

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

Leadership Structure of the Board

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

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

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LEAD INDEPENDENT DIRECTOR

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

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

In recent years, our stockholder outreach program has been led by our Lead Independent Director. Along with certain members of management, Mr. White has been at the forefront of communicating to our significant stockholders updates on our business operations and compensation programs and responding to their questions and concerns.

Additional Corporate Governance Policies

We also maintain the following corporate governance policies:

CODE OF ETHICS AND CONDUCT

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

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

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

WHISTLEBLOWER POLICY

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

INSIDER TRADING, HEDGING AND PLEDGING POLICY

The Insider Trading, Hedging and Pledging Policy applies to all of our Company Personnel, directors and officers, and prohibits trading or causing trading of our securities while the applicable person is in possession of material non-public

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

STOCK OWNERSHIP GUIDELINES

The Stock Ownership Guidelines require:

Position

    

Value of Stock Ownership

Chief Executive Officer

 

6x annual base salary

Vice Chairman and President

 

2x annual base salary

All Other Named Executive Officers and Directors who are Employees

 

1x annual base salary

Non-Employee Directors

 

5x annual cash retainer

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

EXECUTIVE INCENTIVE COMPENSATION RECOUPMENT POLICY

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

DIRECTOR SELECTION AND QUALIFICATION STANDARDS AND RESIGNATION POLICY

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

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CORPORATE SOCIAL RESPONSIBILITY

2020 was a year like no other. The global pandemic, which resulted in an economic shut down, was particularly disruptive to our industry and our business. The pandemic impacted the way we live our lives and conduct our business. The challenges we faced during this past year further strengthened our commitment to Corporate Social Responsibility (CSR). We are pleased to report that we made strides across our CSR agenda. This progress includes laying the groundwork to take steps to formalize, enhance, and scale our CSR programs. In the coming years, we will work to establish baseline metrics from which to measure our CSR progress and establish goals for the future.  

Engage Our People - At G-III, our greatest assets are our employees who come to work every day with incredible dedication, drive, compassion and care. We are an Equal Opportunity Employer with policies, procedures and practices that recognize the value and worth of each individual covering matters such as safety, discrimination, harassment and retaliation. We provide training on these issues to our personnel. G-III ensures compliance with other important labor and employment law issues through a variety of processes and procedures, using both internal and external expertise and resources. Our focus remains on enhancing the working environment for our employees and taking steps to ensure that G-III remains a great company to work for. The resiliency and flexibility demonstrated by our high performing teams this past year, as we successfully navigated the challenges posed by the pandemic, has been nothing short of amazing. It is their dedication that has made our progress toward our CSR initiatives possible.

In spite of the changes and challenges we faced in 2020, our focus on enhancing the workplace for our employees has not waivered. G-III recognizes that each of our employees faced their individual, pandemic-related challenges outside the workplace both while working remotely and upon their return to in-person work. We are committed to the health and safety of our employees and customers. We have taken extra care to protect their health and safety throughout the pandemic. Prior to reopening our office and various other facilities, we enacted a series of strict workplace policies and procedures to help keep our employees healthy and safe, and to ensure we were doing our part as a business to prevent community spread of the virus.

At our offices, we upgraded our HVAC and ventilation systems. We implemented a social distancing policy, enhanced cleaning protocols, provided a stipend to employees for alternative commuting expenses and surveyed our team members to engage them and get their feedback. Signs were posted on floors and common spaces to remind everyone of these protocols and masks are required to be worn inside G-III facilities. To further support our employees, we implemented a cohort schedule to limit the amount of people in-office at any one time and we provide on-site COVID testing. We are extremely proud of our teams’ ability to adapt to the new policies as they have shown their strength and dedication every step of the way.

We know that in order to succeed, we must become an even more diverse, equitable, and inclusive organization. Women currently occupy a significant portion of the top 37 senior management positions at G-III. We are in the process of adding supplemental diversity, equity, and inclusion (DEI) training options for our workforce. In partnership with UNCF (United Negro College Fund), G-III has developed the G-III Apparel Group Scholarship Program to provide 10 annual need-based scholarships to African American college sophomores majoring in business-related disciplines. Together with the UNCF, we are also developing a new program which will bring a diverse set of 5 to 8 college students to G-III for a summer internship and hopefully, long-term employment upon their graduation.

Our Board of Directors value DEI and continue to make progress in our goal to enhance the Board’s diversity and skill sets. This is evidenced by our board composition, which includes three females and two persons of diverse background. Each of our 12 board members brings diverse experiences and expertise that enhances the board’s productivity. In September 2020, we added our newest board member, Robert L. Johnson, Founder and Chairman of The RLJ Companies, LLC and Founder and Former Chairman of Black Entertainment Television (BET). Bob’s success as an entrepreneur and significant business expertise across multiple industries will provide a valuable perspective as we continue to execute our strategy. Further, Bob will also advise us on our continued efforts to become a more diverse and inclusive organization. In addition, in June 2019, Victor Herrero, the former CEO of the global lifestyle brand, GUESS, the current Executive Chairman and CEO of Clarks and a Director and Chair of the

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Sustainability Committee at GLOBAL FASHION GROUP, was elected to the Board. As we continue to expand our operations internationally, we will benefit from Victor’s significant expertise developed by his diversified apparel and accessory experience in North America, Europe and Asia.

Throughout the year, and notwithstanding its many disruptive challenges, we continued to enhance social compliance programs across our supply chain. In 2020, we implemented multi-brand training sessions and shared audit programs which were piloted in 2019, efficiently extending our reach to more suppliers. We joined the Social & Labor Convergence Program (SLCP) and are now in the process of adopting the tools offered by the program throughout the supply chain.  This program allows multiple companies across our industry to share a standardized factory assessment, increase efficiencies through brand collaboration and reduce time spent auditing. This program is an investment in a shared industry goal that allows manufacturers and retailers to improve delivering benefits for workers across the supply chain. We are also working to diligently enhance our cotton traceability and have engaged ORITAIN™ to provide tools to verify that our vendors’ cotton is not sourced from regions known to employ forced labor, further strengthening our compliance programs and addressing this complex matter as it evolves.

Protect Our Environment - G-III is committed to protecting the environment both at the local level, in the communities in which we operate, and also at the global level, as a leading member of the apparel and accessories industry. We are working hard to reduce the environmental impact of our business and supply chain across our many brands. We look forward to sharing our sustainable textile policy across our company brands.  

Vilebrequin, our status resort and swimwear brand celebrating its 50th anniversary, stands out for its commitments and sustained action to reduce its environmental impact. We are extremely proud of its progress to incorporate fabrics developed from recycled plastic bottles and plastics removed from the oceans and to use certified organic cotton. In 2020, over 20% of its line was made from these sustainable fabrics and, in 2021, over 60% of its globally recognizable swim collection is expected to be made from these fabrics. Vilebrequin is working toward a goal of having 80% of its products made from sustainable fabrics by 2025.

Vilebrequin also stands out for its philanthropic activities. It has partnered with Te Mana o Te Moana, a non-profit focused on preserving French Polynesia’s sea turtle population. This year, in celebration of its 50th anniversary, the brand is launching the Vilebrequin Foundation which will focus on three key priorities: preserving marine biodiversity, environmental preservation for our children, and reducing the fashion industry’s environmental impact.

Invest in Our Communities –Volunteerism and giving back are part of the culture at G-III.  Although this year was extraordinarily challenging for our business and people, our support for our non-profit partners continued uninterrupted. We are proud to support among others (i) Ronald McDonald House of New York, which supports families with sick children in their time of need, (ii) UNCF, which provides scholarships for Black students and general scholarship funds for historically Black colleges and universities, (iii) City Harvest, which is working to end hunger in communities throughout New York City, (iv) Women in Need, which is the largest provider of shelter and supportive housing for New York City's homeless families, especially women and children, (v) My Friend’s Place, which assists and inspires youth experiencing homelessness to build self-sufficient lives, (vi) The Hetrick-Martin Institute, which provides community, basic needs, health, education and career services to thousands of LGBTQ youth, and (vii) DeliveringGood, which supports people affected by poverty and tragedy through new merchandise donations from retailers and manufacturers.

Additionally, we utilized our global infrastructure to source and donate hundreds of thousands of masks, medical supplies, and personal protective equipment. We provided NYC’s first responders, medical care workers, and health care facilities with protective equipment when demand far exceeded supply during the height of the pandemic. As always, our employees across the globe generously volunteered their time to a myriad of non-profit organizations working to make the world a greener, healthier, safer and more equitable place.

Over the last year, fulfilling our responsibilities to employees, partners, investors, and the global community remained our priority. Our commitment to the core principles of Engage our People, Protect our Environment and Invest in Our Communities was tested. Even during this year of crisis and disruption, we took meaningful action and made substantive progress in advancing our corporate social responsibility agenda. Our business continues to drive value for all of our stakeholders, and it is making an impact on our communities and the world around us as well.

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COMPENSATION DISCUSSION AND ANALYSIS

Our Compensation Discussion and Analysis (CD&A) presents our executive compensation for fiscal 2021, describing how different components of compensation support our business objectives and how we determined the amounts of each component of compensation paid to our Named Executive Officers, or NEOs. In this Proxy Statement, references to a fiscal year refers to the year ended January 31 of that year.

CD&A Table of Contents

29

EXECUTIVE SUMMARY

38

Other Compensation Elements

30

Our Business Performance in Fiscal 2021

39

Employment Agreements

31

Our Long-Term Business Performance

39

OTHER COMPENSATION AND GOVERNANCE PROGRAMS, POLICIES AND CONSIDERATIONS

32

Our Pay Mix is Heavily Weighted Towards Incentive-Based Compensation

39

Stock Ownership Guidelines

32

Our “Say on Pay” and Stockholder Outreach Initiative

40

Clawback/Executive Incentive Compensation Recoupment Policy

33

Impact of COVID-19 on Our Compensation Program for Fiscal 2021

40

Anti-Hedging Policy

35

Our Compensation Program Reflects Best Practices

40

Anti-Pledging Policy

35

ELEMENTS OF OUR COMPENSATION PROGRAM―WHAT WE PAY AND WHY

40

Effect of Section 162(m) of The Code

35

Our Compensation Philosophy

40

HOW WE MAKE COMPENSATION DECISIONS

35

Base Salary

40

The Role of the Compensation Committee

36

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

41

The Role of Management

37

Annual Cash Incentives for Our Other Named Executive Officers

41

The Role of Independent Compensation Consultants

37

Long-Term Incentives

41

The Role of Competitive Marketplace Practice

38

Timing of Equity Awards

42

The Consideration of Risk

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Executive Summary

For fiscal 2021, the following individuals were our NEOs:

Name

Age

Title

Years with G-III

Morris Goldfarb

70

Chairman of the Board and Chief Executive Officer

47

Neal S. Nackman

61

Chief Financial Officer and Treasurer

17

Sammy Aaron

61

Vice Chairman and President

15

Wayne S. Miller

63

Chief Operating Officer and Secretary

23

Jeffrey Goldfarb

44

Executive Vice President and Director of Strategic Planning

18

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OUR BUSINESS PERFORMANCE IN FISCAL 2021

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We faced unprecedented challenges due to the COVID-19 pandemic during fiscal 2021. While we are cautiously optimistic that conditions will improve during the year, we expect these challenges to continue into fiscal 2022.

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We took proactive measures to ensure the health and safety of our employees, our customers and our communities, preserve liquidity and  effectively manage our business to focus on product categories aligned with the shift in consumer demand towards casual, comfortable and functional clothing and accessories

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We restructured our retail business, including closing our Wilsons Leather and G.H. Bass stores, and accelerated our digital business to enhance our market position during and post-pandemic.

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Refinanced our balance sheet to extend the maturity of our debt and thereby enhance our financial strength.

While our financial performance in fiscal 2021 demonstrated our ability to weather the extremely difficult challenges we faced, our financial performance in fiscal 2021 reflects the significant impact of the COVID-19 pandemic on our operations.

Fiscal 2021 net sales were $2.06 billion compared to $3.16 billion last year;
GAAP net income per diluted share was $0.48 compared to $2.94 last year; and
In fiscal 2021, we closed our Wilsons Leather and G.H. Bass stores and liquidated all of their inventory as part of our retail restructuring. Included in G-III’s results for fiscal 2021 are net losses from the Wilsons Leather and G.H. Bass store operations of $55.7 million, or $(1.14) per diluted share, compared to $31.7 million, or $(0.65) per diluted share, in the prior year’s comparable period. The results for each period reflect direct store operations including impairment charges, but do not include any allocated corporate overhead charges, shared administrative expenses or shared distribution expenses. These operating results for Wilsons Leather and G.H. Bass are presented solely to provide the historical operating results of the portion of G-III’s retail operations segment that was closed and are not intended to be used to develop expectations for G-III’s future results or to indicate any future level of profitability.

In response to the COVID-19 pandemic, we took proactive measures to ensure the health and safety of our employees, our customers and our communities, reduced inventory by 24.5% from the prior year end, reduced costs and expenditures, and refinanced our balance sheet to preserve and strengthen liquidity.

We effectively pivoted resources to focus on product categories aligned with the shift in consumer demand towards casual, comfortable and functional clothing like athleisure, casual sportswear, outerwear, jeans, footwear and handbags, enabling G-III to offer the appropriate products to meet retailer and consumer demand.
We worked collaboratively with vendors and retailers to manage inventory to further our position as a key supplier to our retailers.
We reduced costs through furloughs and temporary executive salary cuts in addition to significant reductions in other expenses, including with respect to job eliminations, marketing advertising and other promotional expenses and capital expenditures.
o Right-sized our wholesale employee base, resulting in approximately $28 million in annualized payroll savings.
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o Proactively engaged with licensing partners to obtain contractual royalty relief and flexibility.
We closed and liquidated Wilsons Leather (110) and G.H. Bass (89) stores to restructure our retail operations to greatly reduce our retail losses and to ultimately position the retail segment to become profitable.
We are investing in talent, systems, quick response distribution networks and new and creative marketing to accelerate and capture growing digital sales on our own sites and our retail partner sites.
We strengthened our balance sheet and enhanced our financial flexibility and liquidity by (i) issuing $400 million of Senior Secured Notes due in 2025 that were used to repay our $300 million Term Loan due in 2022 and provide funds for general corporate purposes and (ii) amending our $650 million revolving credit facility to, among other things, extend its maturity from 2021 to 2025.
We have maintained a strong financial position ending fiscal 2021 with approximately $825 million of liquidity in cash and availability under our revolving credit facility.

OUR LONG-TERM BUSINESS PERFORMANCE

Under the leadership of Morris Goldfarb, our Chairman and Chief Executive Officer, and our dedicated team of executive officers, G-III has delivered strong financial performance over time. Prior to the COVID-19 pandemic, we achieved two consecutive years of record-breaking results in fiscal 2019 and 2020. We believe that our performance for fiscal 2021 was also a testament to the strength of our management team during turbulent times, although, needless to say, our financial results were severely impacted last year by the effects of the COVID-19 pandemic.

Our Board believes the relative performance of our Common Stock, as measured by total stockholder return, is an important performance indicator. Our stock price performance over the past three to five years has underperformed the S&P Textiles, Apparel & Luxury Goods Industry Index and the S&P 500 Index. We attribute the lower performance of our stock price during this period to uncertainty connected with the performance of our retail partners and our own retail stores, as well as our company’s exposure to China for its supply chain. Our management team has taken steps to mitigate these issues by restructuring our retail segment, accelerating our efforts to capture digital sales and diversifying our sources for production. We believe that the rebound in our stock price by the end of fiscal 2021, and the continued rise in our stock price subsequent to yearend, demonstrates the impact of the steps we took and is indicative of our future direction.

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OUR PAY MIX IS HEAVILY WEIGHTED TOWARDS INCENTIVE-BASED COMPENSATION

More than 95% of our Chairman and CEO’s compensation and more than 87% of the average compensation of our other NEOs in fiscal 2021 consisted of at-risk annual and long-term incentive compensation.

Chairman and CEO Compensation Mix

Other NEOs Compensation Mix

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OUR “SAY ON PAY” AND STOCKHOLDER OUTREACH INITIATIVE

G-III values the opinions of its stockholders and has spent considerable time soliciting their views on a variety of topics. During fiscal 2020, we reached out to stockholders who owned an aggregate of 83.1% of our shares and met with stockholders who owned an aggregate of 64.8% of our shares, as well as with the major proxy advisory firms. During each meeting, we presented an update on our business, our preliminary thinking on changes to our compensation program that we expected to make for fiscal 2020 and our Corporate Social Responsibility initiatives. We actively solicited and received valuable feedback from our stockholders on these topics.

From February to April 2020, we continued to engage with our stockholders, building on the progress made during the prior year. We reached out to stockholders who owned an aggregate of 90.9% of our shares and met with stockholders who owned an aggregate of 59.1% of our shares.  

In February and March 2021 we continued our outreach initiative and reached out to stockholders who owned an aggregate of 89.1% of our shares and met with stockholders who owned an aggregate of 61.8% of our shares. We updated our stockholders on the impact the COVID-19 pandemic was having on our wholesale business given that in the spring of 2020, our retail partners largely closed their stores and our own retail stores closed as well. We also continued to provide updates on our executive compensation program, our progress on board refreshment and diversity and our Corporate Social Responsibility initiatives.

The outreach in both years was led by our Lead Independent Director, who is also Chairman of our Compensation Committee. Our Chief Operating Officer, our Vice President, Investor Relations, and the Compensation Committee’s independent compensation consultant also participated in meetings with investors.

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RESULTS OF OUR STOCKHOLDER OUTREACH PROCESS

Our investors welcomed the opportunity to receive updates on our business and discuss how we are managing our business through the COVID-19 pandemic and continuing to progress with respect to our corporate and social responsibility initiatives. We have summarized what we heard from investors during our most recent outreach and our responses to them:

What We Heard from Investors

Our Response

    Stockholders understand that the wholesale apparel and retail sectors have been hit hard by the impact of the COVID-19 pandemic.

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Fashion is a fast-paced business and G-III responded nimbly to the shift in consumer demand. G-III capitalized on the trend towards casual clothing while also positioning itself as a significant resource for revised clothing needs as offices reopen and restrictions on social engagements are eased. G-III refinanced its debt, ending the year with ample liquidity. Employees and customers were kept safe. Restructuring of our retail operations was completed and our shift to digital accelerated, both of which are expected to improve profitability going forward and enhance shareholder value.

    Investors uniformly support performance-based compensation, but most acknowledge the challenges of setting meaningful financial goals during a period of intense disruption as well as the importance of management continuity.

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The contractual incentive compensation formulas in effect for our Chairman and CEO and our Vice Chairman and President could not be used to calculate cash incentive compensation due to the inability to provide a meaningful financial forecast for fiscal 2021 against which to measure performance. The Compensation Committee awarded annual cash incentives to these executives, taking into account the profit participation rates underlying the contractual formulas and each executive’s individual contribution to our financial results, refinancing our debt, the restructuring of our retail business and the acceleration of our digital business.  Due to our inability to determine meaningful long-term performance criteria, we also temporarily suspended performance-based equity awards and granted time-based RSUs with 3-year cliff vesting, focusing on management continuity and retention. We chose a 3-year vesting period because it is competitive in our industry and we thought it was sufficient to retain management during the pandemic and the recovery that we expect to follow.

    A diverse Board of Directors and management is viewed as a competitive advantage.

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Women currently occupy a significant portion of the top 37 senior management positions at G-III. The Board includes three women and two persons of diverse backgrounds.

    Efforts to enhance our Corporate Social Responsibility programs are increasingly important to investors.

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See “Corporate Social Responsibility” for information on how we fulfilled our commitment to our core CSR principles: Engage Our People, Protect Our Environment and Invest in Our Communities. The full Board is responsible for monitoring how G-III delivers on its Corporate Social Responsibility objectives and the topic is on the agenda at each Board meeting.

    Investors asked what G-III had learned during the COVID-19 pandemic.

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Our business continuity planning and investment in systems and security allowed us to quickly pivot to a work-from-home mode. The teamwork of our management and entrepreneurial culture was an advantage as we re-positioned our business and re-negotiated contracts with suppliers and customers.  While investment in our direct-to-consumer business have begun to pay off, we recognized the need to increase our investment in this area.  Finally, our conservative financial policies and strong balance sheet provided us with flexibility during the economic downturn accompanying the pandemic.

IMPACT OF COVID-19 ON OUR COMPENSATION PROGRAM FOR FISCAL 2021

The determination of executive compensation for fiscal 2021 was heavily influenced by the impact of the COVID-19 pandemic which provided significant challenges to the operation of our business and had a material adverse effect on our business and results of operations in fiscal 2021. Senior management concluded early on that a “business as usual” approach would not be sufficient and took action to conserve cash, maintain management continuity and retain management and employees to the extent possible. The Compensation Committee considered the disruption caused to G-III’s business and the extraordinary efforts of management in successfully responding to this disruption and the numerous challenges of

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operating a business in a pandemic environment. The effects of the pandemic significantly impacted the compensation of our executive officers and other members of senior management.

Our Chairman and Chief Executive Officer, Morris Goldfarb, and Vice Chairman and President, Sammy Aaron, each voluntarily agreed to temporarily forgo his annual salary for approximately six months. Both of them agreed to receive no salary other than payment by G-III of their employee contributions with respect to medical benefits and long-term disability.
Our other NEOs, Wayne Miller, Neal Nackman and Jeffrey Goldfarb, each voluntarily agreed to temporarily reduce his annual salary by 40% for approximately six months.
Other members of senior management took temporary reductions in base salary ranging from 10% to 40% for approximately six months.
The Compensation Committee granted annual cash incentives to our Chairman and Chief Executive Officer and Vice Chairman and President that were 56% lower than the annual cash incentive payments made to them in the prior year.
Annual cash incentive payments to our other NEOs declined by an average of 27% compared to the prior year.
As a result of the adverse impact of the COVID-19 pandemic on our earnings and return on invested capital, we believe that the three-year performance conditions of the equity grants made in April 2019 for fiscal 2020 will likely not be achieved. In addition, the performance-based awards granted in December 2015 for fiscal 2016 expired in December 2020 without vesting. Accordingly, we are concerned about retention of management and senior executives.
The continued uncertainty caused by the pandemic prevented our establishment of meaningful long-term financial performance criteria. Accordingly, our Compensation Committee granted time-based restricted stock units (“RSUs”) with a 3-year cliff vesting period to our NEOs in April 2020 and March 2021, rather than performance-based equity awards, to provide additional retention value and a greater degree of certainty during a period of extreme market volatility.
The grant date fair value of fiscal 2021 grants made in April 2020 to each of Mr. Goldfarb and Mr. Aaron were 8% lower compared to the prior year, as shown in the Summary Compensation Table.
We expect to return to our practice of granting performance-based equity grants next year, but the Compensation Committee intends to maintain flexibility to evaluate business conditions next year and determine compensation accordingly.

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OUR COMPENSATION PROGRAM REFLECTS BEST PRACTICES

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

What We Do

What We Don’t Do

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

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

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Conduct extensive stockholder outreach

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No practices that could encourage excessive risk-taking

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Double trigger equity acceleration upon a change in control

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No repricing of underwater stock options without stockholder approval

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Anti-hedging and anti-pledging policies

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No guaranteed salary increases or annual cash incentives for NEOs

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Clawback policy

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No excise tax gross-ups upon a change in control

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Capped annual cash incentive payouts

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No tax gross-ups on perquisites or benefits

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

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No excessive executive perquisites

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Annual Say on Pay vote

Elements of Our Compensation ProgramWhat We Pay and Why

OUR COMPENSATION PHILOSOPHY

While, as described in this Compensation Discussion and Analysis, elements of our compensation program had to be adjusted in the short-term as a result of the pandemic, our compensation program is designed to enhance stockholder value in the following ways:

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

BASE SALARY

Base salaries provide a competitive rate of fixed pay and help us to attract and retain executives needed to manage our business for the benefit of our stockholders. The Compensation Committee determines base salaries after considering the breadth and complexity of the role, tenure, individual performance and the competitive market for talent. None of our NEOs received salary increases in fiscal 2021. As described above under “Impact of COVID-19 on Our Compensation Program for Fiscal 2021,” reductions in base salary were implemented for all of our NEOs for approximately six months.

The base salary of Morris Goldfarb has not been increased since fiscal 2009 and the base salary of Mr. Aaron has not been increased since fiscal 2010.

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

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

The key provisions of the annual cash incentive arrangements in effect for Mr. Goldfarb and Mr. Aaron are summarized below. The basic award opportunity is expressed as a percentage of pre-tax income (“PTI”) for each executive. Mr. Goldfarb is eligible to receive 6% of pre-tax income in excess of $2 million. Mr. Aaron is eligible to receive 4% of pre-tax income in excess of $2 million. The metric for the annual cash incentive is pre-tax income. This metric is fundamental to our success, and a critical measure of short-term performance. The annual cash incentive is performance-based and aligns directly with profitability, moving both up and down, and there are no redundant metrics.

The amount payable to each executive is subject to a cap equal to 150% of the amount payable for achieving our forecast for the year. In addition, there is an accelerator that increases the annual incentive if actual results significantly exceed the forecast and a penalty if actual results are significantly below the forecast. The Compensation Committee was not able to utilize the contractual provision to determine the annual cash incentive for each of Mr. Goldfarb and Mr. Aaron for fiscal 2021 because G-III was unable to forecast profitability for the year given the disruptions caused by the COVID-19 pandemic.

In prior years, some investors have questioned the amount of the contractual annual cash incentive paid to Morris Goldfarb, our Chairman and Chief Executive Officer, and Sammy Aaron, our Vice Chairman and President, and the metrics used in determining their annual cash incentives pursuant to the terms of their employment agreements. The Compensation Committee engaged with our Chief Executive Officer on the design of the annual cash incentive formulas in effect for him and for our Vice Chairman and President pursuant to their employment agreements. The annual cash incentive is a contractual obligation that cannot be changed unilaterally. The Committee discussed implementing a new annual cash incentive program but determined that this would have required the Board to give notice that the employment agreements with these two executives would not be automatically extended. Even then, the contractual annual cash incentive would remain in place until each employment agreement terminates.

The Committee believes this step would create enormous disruption and uncertainty both internally and externally—among investors, our retail partners, the licensors of our brands and our customers—resulting in substantial erosion of stockholder value. Management continuity was viewed as even more critical during the COVID-19 pandemic. The Committee concluded that if the employment agreements were not extended, this action would be interpreted internally and externally as a change in senior leadership of our company which would severely disrupt our business. The Compensation Committee also considered that our Chairman and CEO is our fifth largest stockholder and our largest individual stockholder, beneficially owning approximately 7.8% of our Common Stock, and concluded that he is heavily invested in our long-term value creation. We explained our rationale in our stockholder outreach and investors expressed support for our management team and understood our approach.

The Compensation Committee has also discussed the employment agreements with the full Board of Directors. The Board expressed great confidence in the ability of our Chairman and CEO and our Vice Chairman and President to successfully lead G-III through the disruption caused by COVID-19. Management continuity was a critical priority for the Board of Directors as well.

For these reasons, the Committee decided that the best approach was to allow the automatic extension of the employment agreements and, in doing so, to keep the current annual cash incentive program for the two of them. Furthermore, the Board saw opportunity for G-III to complete the long-planned restructuring of its retail business and accelerate its move into digital markets, allowing our senior leaders to continue their track record of producing excellent financial results and stockholder value creation as we emerge from the pandemic.

As discussed above, the Compensation Committee was not able to utilize the contractual provision to determine the annual cash incentive for Mr. Goldfarb and Mr. Aaron for fiscal 2021 because G-III was unable to establish a meaningful forecast of profitability for the year given the disruptions caused by the COVID-19 pandemic. The Committee took into account the profit participation rates underlying the contractual formulas and considered other inputs as well, in awarding annual cash incentive payments for fiscal 2021 of (i) $5,000,000 to Mr. Goldfarb, a reduction of 56% compared to the prior year, and (ii)

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$3,335,000 to Mr. Aaron, a reduction of 55% compared to the prior year. In addition to their tenure with us and personal relationships in the industry, these annual cash incentives were intended to recognize the personal contribution these two executives made to stabilizing our business during the pandemic, refinancing our debt, keeping our employees safe, pivoting our products to align with consumer demand and managing our inventory by re-negotiating commitments with our suppliers and our retail partners and accelerating our digital business.  In addition, Mr. Goldfarb’s efforts were critical to the restructuring of our retail business which we anticipate will position our retail segment for future profitability.

ANNUAL CASH INCENTIVES FOR OUR OTHER NAMED EXECUTIVE OFFICERS

The annual cash incentives awarded to Wayne Miller, Jeffrey Goldfarb and Neal Nackman for fiscal 2021 depended on a review of individual performance under the extraordinary conditions presented by the pandemic, as well as recommendations from our Chief Executive Officer.  The Committee reviewed the areas of responsibility for each of these executives and the challenges that arose and responses implemented by each executive.  The Committee noted that our results of operations were quite good considering the effects of the pandemic over the past year. The Committee considered the teamwork of these executives in managing our business in a crisis environment and their efforts in supporting each other and the rest of our executive team. The Committee also noted the efforts of these executives in connection with restructuring our retail operations, refinancing our debt, implementing contingency planning and providing for the safety of our employees. The Committee also took into account the reduction in net sales, pre-tax income and net income for fiscal 2021 compared to the prior year, which was a record year for us.

After consideration of the factors discussed above, the Committee awarded annual cash incentive payments for fiscal 2021 of (i) $1,600,000 to Mr. Miller, a reduction of 41% compared to the prior year, (ii) $1,000,000 to Mr. Goldfarb, a reduction of 11% compared to the prior year, and (iii) $450,000 to Mr. Nackman, a reduction of 29% compared to the prior year.  

LONG-TERM INCENTIVES

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

After assessing investor feedback, the Compensation Committee undertook a comprehensive redesign of our long-term incentive program and, in fiscal 2020, awarded performance share units (“PSUs”) contingent on 3-year cumulative adjusted earnings before interest and taxes (EBIT) and 3-year average return on invested capital (ROIC). These awards would vest in June 2022 with 75% of each award contingent on satisfying the adjusted EBIT performance condition and 25% of each award contingent on satisfying the average ROIC performance condition, in each case measured over the fiscal 2020, 2021 and 2022 years.

The impact of the COVID-19 pandemic had a material adverse effect on our business and financial results in fiscal 2021. The effects of the pandemic have already negatively impacted the compensation of our NEOs through significant reductions in salary and annual cash incentive awards for fiscal 2021. Furthermore, the performance criteria contained in the fiscal 2020 PSU grants made in 2019 will likely not be achieved, resulting in forfeiture of performance shares after completion of the 3-year measurement period. In addition, the performance based awards granted in December 2015 for fiscal 2016 expired in December 2020 without vesting, resulting in the forfeiture of those awards as well. These factors caused concern for the Committee about retention of the senior management team.

In determining the equity incentive awards for fiscal 2021, the Committee noted our record-breaking results in fiscal 2020 and that awards made soon after the completion of a fiscal year generally take into account our performance for the past fiscal year, as well as our inability to determine meaningful performance criteria as a result of the pandemic. To address retention of management and senior executives and provide more certainty during a period of extreme market volatility, in April 2020, our Compensation Committee granted to our NEOs time-based RSUs with a 3-year cliff vesting period. We believe that the significant retention benefit resulting from a 3-year cliff vesting period is extremely important to the long-term interests of our company and overrides any concern that might be caused by the absence of performance criteria in these grants. We chose a 3-year period because it is competitive in our industry and we thought it was sufficient to retain management during the pandemic and the recovery that we expect to follow.

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The Committee also evaluated the total number of shares granted to NEOs and other participants and sought to limit the corresponding dilution associated with fiscal 2021 grants while still achieving objectives for retention during a period when business results are expected to be adversely impacted. The Compensation Committee determined that the grant date fair value of the awards in fiscal 2021 to our Chairman and CEO and our Vice Chairman and President should decline by approximately 8% compared to the grants awarded in fiscal 2020. The Committee approved grants to the remaining NEOs after considering the Chairman and CEO’s recommendations. The Committee determined that these grants provide meaningful equity incentives to our top management group while providing us with a significant retention tool.

The grant date fair value of the awards made for fiscal 2021 in April 2020, the increase or decrease in the grant date fair value of these awards compared to the awards made for fiscal 2020 in April 2019 and the number of RSUs granted are shown below.

Long-Term Incentives


Executive

Fiscal 2021 Award

Grant Date Fair Value

(in thousands)

% Increase (Decrease)

From Prior Year


Number of RSUs

Morris Goldfarb

$3,683

(7.8)%

375,000

Sammy Aaron

$2,455

(7.8)%

250,000

Wayne Miller

$1,856

(11.5)%

189,000

Jeffrey Goldfarb

$1,105

5.4%

112,500

Neal Nackman

$ 442

19.0%

45,000

As the COVID-19 pandemic continued into fiscal 2022 making the determination of meaningful performance criteria impossible, the Committee made a grant of time-based RSUs for fiscal 2022 in March 2021. Similar to the prior year’s grants, these RSUs will vest after completion of a 3-year cliff vesting period. The Committee expects to return to our practice of making performance-based equity grants next year, but the Compensation Committee intends to maintain flexibility to evaluate business conditions next year and determine compensation accordingly.

TIMING OF EQUITY AWARDS

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

OTHER COMPENSATION ELEMENTS

BENEFITS

Our executives are eligible to participate in company benefit plans generally available to all of our employees, which include health, dental, life insurance, vision and disability plans. We also sponsor a voluntary 401(k) Employee Retirement Savings Plan that provides for a matching contribution equal to 100% of the first 3% of the participant’s contributed pay plus 50% of the next 2% of the participant’s contributed pay. We suspended the matching contribution effective May 1, 2020 to preserve capital during the COVID-19 pandemic. We make an annual contribution of $100,000 to Mr. Goldfarb’s nonqualified deferred compensation account pursuant to his employment agreement that is designed to provide retirement benefits that exceed the limits on qualified plans imposed by the IRS.

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PERQUISITES

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

GRAPHIC For additional information regarding perquisites paid to our executive officers, please see footnote 3 to the Fiscal 2021 Summary Compensation Table below.

EMPLOYMENT AGREEMENTS

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

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

GRAPHIC For more information about our employment agreements see “Executive Compensation Tables—Fiscal 2021 Summary Compensation Table—Morris Goldfarb Employment Agreement”, “—Sammy Aaron Employment Agreement”, “—Wayne Miller Employment Agreement” and “—Jeffrey Goldfarb Employment Agreement” and “Potential Payments Upon Termination or Change-in-Control” in this Proxy Statement.

Other Compensation and Governance Programs, Policies and Considerations

STOCK OWNERSHIP GUIDELINES

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

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

Executive

  

  

Multiple of Base Salary

Chief Executive Officer

 

6x

Vice Chairman

 

2x

All Other Named Executive Officers and Directors who are Employees

 

1x

Each non-employee director must retain shares valued at five times his or her annual cash retainer for service as a director of G-III. Until executive officers and directors achieve the required guideline, they are required to retain 50% of the net shares obtained from the vesting of restricted stock units or from the exercise of stock options. Shares owned outright and shares held in trust count towards satisfaction of these guidelines; unearned performance shares and unexercised options do not. The Compensation Committee may, in its sole discretion, and in limited instances, grant exceptions to these

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guidelines. No such exception was granted in fiscal 2021. All of our NEOs and directors are in compliance with these guidelines, with the exception of Robert L. Johnson who was initially elected as a director on September 24, 2020.

CLAWBACK/EXECUTIVE INCENTIVE COMPENSATION RECOUPMENT POLICY

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

ANTI-HEDGING POLICY

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

ANTI-PLEDGING POLICY

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

EFFECT OF SECTION 162(m) OF THE CODE

The Committee believes that its primary responsibility is to provide a compensation program that attracts, retains and rewards the executive officers necessary for our success. Going forward, the Committee intends to continue to ensure that a significant portion of pay for our executive officers is at risk and subject to the attainment of performance goals, notwithstanding the elimination of deductibility for performance-based compensation under Section 162(m) as amended by the 2017 Tax Act.

The amendments to Section 162(m) are effective for taxable years beginning after December 31, 2017—in our case, for fiscal 2019 and subsequent years—subject to transition relief for compensation paid pursuant to binding written contracts in effect on November 2, 2017 that are not materially modified on or after such date. Based on our current understanding of the transition rules and IRS guidance, we anticipate that the transition relief applies to (a) annual cash incentive compensation paid to Morris Goldfarb pursuant to his employment agreement through fiscal 2020 and (b) compensation paid or payable pursuant to PRSUs granted by us prior to November 2, 2017. However, there can be no assurance that these amounts will be fully deductible for fiscal 2021 and subsequent years due to ambiguities and uncertainties in the application of the changes made by the 2017 Act and the transition rules and IRS guidance issued thereunder.

How We Make Compensation Decisions

THE ROLE OF THE COMPENSATION COMMITTEE

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

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

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THE ROLE OF MANAGEMENT

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

THE ROLE OF INDEPENDENT COMPENSATION CONSULTANTS

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

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

THE ROLE OF COMPETITIVE MARKETPLACE PRACTICE

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

Our peer companies were selected based on the following parameters:

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

The companies in our pay peer group include:

Capri Holdings Limited*

Fossil Group, Inc.

Steven Madden, Ltd.

Carter’s Inc.

Lululemon Athletic, Inc.

Tapestry, Inc.

Columbia Sportswear Co.

Ralph Lauren Corp.

Under Armour, Inc.

Deckers Outdoor Corp.

Skechers USA, Inc.

Wolverine World Wide, Inc.

*   Formerly Michael Kors Holdings Limited

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

PVH Corp.

VF Corp.

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The median annual revenues of the companies in our pay level peer group are $2.8 billion compared to $2.0 billion for G-III in fiscal 2021.

THE CONSIDERATION OF RISK

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

Compensation Committee Report

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

Compensation Committee

Richard White, Chairman

Laura Pomerantz

Willem van Bokhorst

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EXECUTIVE COMPENSATION TABLES

FISCAL 2021 SUMMARY COMPENSATION TABLE

The following table sets forth information concerning the total compensation paid to or earned by our Chief Executive Officer, Chief Financial Officer and each of the three other most highly compensated executive officers (collectively, “Named Executive Officers”, individually, a “Named Executive Officer”), based on fiscal 2021 total compensation. The table sets forth compensation information for the last three completed fiscal years ended January 31 in each year for services in all capacities to us and our subsidiaries.

  

  

  

  

  

  

  

  

Change in

  

  

Pension

Value and

Non-Equity

Nonqualified

Stock

Option

Incentive Plan

Deferred

All Other

Name and

Years of

Fiscal

Bonus

Awards

Awards

Compensation

Compensation

Compensation

Principal Position

Service (1)

Year

Salary ($)

($)

($)(2)

($)

($)

 

($)

($)(3)

Total ($)

Morris Goldfarb

47

2021

461,538

5,000,000

3,682,500

286,616

9,430,654

Chairman of the Board and Chief Executive Officer

2020

1,000,000

3,994,257

11,314,365

288,870

16,597,492

2019

1,000,000

3,994,108

12,419,092

285,780

17,698,980

Neal S. Nackman

17

2021

392,308

450,000

441,900

19,652

1,303,860

Chief Financial Officer and Treasurer

2020

500,000

630,000

371,328

20,440

1,521,768

2019

500,000

700,000

353,631

18,200

1,571,831

Sammy Aaron

15

2021

346,154

3,335,000

2,455,000

45,666

6,181,820

Vice Chairman and President

2020

750,000

2,662,826

7,389,481

32,072

10,834,379

2019

750,000

2,662,689

8,086,372

32,461

11,531,522

Wayne S. Miller

23

2021

588,462

1,600,000

1,855,980

79,347

4,123,789

Chief Operating Officer and Secretary

2020

750,000

2,700,000

2,096,980

80,897

5,627,877

2019

750,000

3,000,000

1,997,024

78,711

5,825,735

Jeffrey Goldfarb

18

2021

588,462

1,000,000

1,104,750

36,451

2,729,663

Executive Vice President and Director of Strategic Planning

2020

750,000

1,125,000

1,048,490

33,115

2,956,605

2019

750,000

1,250,000

998,497