G-III grants new PSU awards to top executives
G-III Apparel Group, Ltd. approved new performance share unit (PSU) awards for its named executive officers under the 2023 Long-Term Incentive Plan.
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Form Type
8-K
Rhea-AI Filing Summary
G-III Apparel Group, Ltd. approved new performance share unit (PSU) awards for its named executive officers under the 2023 Long-Term Incentive Plan. The CEO received 115,163 PSUs, with additional grants to the president, other senior executives and the CFO.
The awards can convert into common shares based on performance over fiscal 2027–2029, using two metrics: cumulative Adjusted EBIT and average ROIC reduced by a 28.5% tax rate. Seventy‑five percent of each award is tied to Adjusted EBIT and 25% to ROIC, with payouts ranging from 0% to 150% of target depending on results.
Any vested PSUs will settle in shares on or within 90 days after April 15, 2029, if the executives remain with the company through that date.
8-K Event Classification
3 items: 1.01, 5.02, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
CEO PSUs awarded: 115,163 PSUs
President PSUs awarded: 86,372 PSUs
CFO PSUs awarded: 7,997 PSUs
+5 more
8 metrics
CEO PSUs awarded
115,163 PSUs
Performance share units granted to CEO Morris Goldfarb
President PSUs awarded
86,372 PSUs
Performance share units granted to President Sammy Aaron
CFO PSUs awarded
7,997 PSUs
Performance share units granted to CFO Neal S. Nackman
Metric weighting
75% Adjusted EBIT / 25% ROIC
Weighting of performance metrics for PSU vesting
Performance period
Fiscal 2027–2029
Three-year period over which PSU performance is measured
Payout range per metric
50%–150% of target PSUs
Minimum and maximum vesting relative to each metric’s target
ROIC tax rate
28.5%
Hypothetical tax rate used in ROIC calculation
Settlement timing
On/within 90 days after April 15, 2029
Date window for settling vested PSUs in shares
Key Terms
performance share units, 2023 Long-Term Incentive Plan, Adjusted EBIT, return on invested capital, +2 more
6 terms
2023 Long-Term Incentive Plan financial
"pursuant to the Company’s 2023 Long-Term Incentive Plan (the “2023 Plan”)"
Adjusted EBIT financial
"three-year cumulative earnings before interest and taxes (“Adjusted EBIT”)"
Adjusted EBIT is a company’s operating profit before interest and taxes, but cleaned up by removing one-time or unusual items that can obscure ongoing performance. Investors use it like a tidied-up report card — it aims to show the underlying profitability of the business by excluding irregular gains, losses, or costs so comparisons across periods or companies are clearer and more meaningful for valuing operational strength.
return on invested capital financial
"three-year average return on invested capital (“ROIC”), each of which is described further below"
A percentage that shows how effectively a company turns the money invested in its business—both borrowed funds and shareholders’ equity—into operating profit after taxes. It tells investors whether a company earns more from its core operations than it costs to fund those operations; think of it like the annual return you’d expect from renovating a rental property—higher percentages mean the company uses capital more efficiently and is more likely to create value for shareholders.
ROIC financial
"target average three-year ROIC during the Performance Period, reduced by a hypothetical tax rate of 28.5%"
Return on invested capital (ROIC) measures how well a company turns the money it uses to run and grow the business into profit, expressed as a percentage. Think of it like how much fruit a tree yields for each seed and watering dollar invested: higher ROIC means management is extracting more value from each dollar put into the company. Investors use it to compare how efficiently different companies deploy capital and whether returns justify the risk of holding the stock.
Performance Period financial
"during the three-year performance period of fiscal 2027 through fiscal 2029 (the “Performance Period”)"
The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What compensation change did GIII announce for its executives?
G-III Apparel Group (GIII) granted new performance share unit (PSU) awards to its named executive officers under the 2023 Long-Term Incentive Plan. These equity awards may convert into common shares based on multi-year financial performance and continued employment through an April 2029 vesting date.
How many PSUs did GIII’s CEO and other officers receive?
GIII’s CEO Morris Goldfarb received 115,163 PSUs, with 86,372 for President Sammy Aaron, 33,589 for Executive Vice President Jeffrey Goldfarb, 15,994 for Chief Growth and Operations Officer Dana Perlman, and 7,997 for Chief Financial Officer Neal S. Nackman, all under the 2023 Long-Term Incentive Plan.
What performance metrics determine PSU vesting at GIII?
GIII’s PSUs vest based on two metrics over fiscal 2027–2029: three-year cumulative Adjusted EBIT and three-year average return on invested capital (ROIC), calculated after a 28.5% hypothetical tax rate. Both metrics use pre-established GAAP adjustments in certain situations to determine final performance outcomes.
How are the GIII PSU metrics weighted for executives?
For GIII executives, 75% of each PSU award depends on achieving the Adjusted EBIT target, while 25% depends on the ROIC target. If each metric hits its target exactly, 100% of the related portion vests, leading to full vesting of the total target number of PSUs.
Can GIII executives earn more or fewer PSUs than the target?
Yes. For each metric, executives may earn between 50% and 150% of the PSUs tied to that metric, depending on performance versus the target. If results fall below a minimum threshold for a metric, no PSUs for that metric will vest under the program’s terms.
When do the GIII PSU awards vest and settle?
Any GIII PSUs that vest based on performance will settle in shares of common stock on, or within 90 days after, April 15, 2029. Settlement is contingent on the executive remaining employed or in service with the company through that April 15, 2029 time-vesting date.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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