MOVADO GROUP INC
10-Ks and 10-Qs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
| Filed by the Registrant x |
Filed by a Party other than the Registrant
¨
|
|
Check the appropriate box:
|
| o |
Preliminary Proxy Statement
|
| o |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
| x |
Definitive Proxy Statement
|
| o |
Definitive Additional Materials
|
| o |
Soliciting Material Pursuant to § 240.14a-12
|
| MOVADO GROUP, INC. |
| (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):
| x |
No fee required.
|
|
| o |
Fee computed on table below per Exchange Act Rules 14(a)-6(i)(4) 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:
|
|
| o |
Fee paid previously with preliminary materials.
|
|
| o |
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:
|
|
MOVADO GROUP, INC.
650 From Road, Ste. 375
Paramus, New Jersey 07652-3556
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
June 19, 2014
The 2014 Annual Meeting of Shareholders of Movado Group, Inc. will be held on Thursday, June 19, 2014 at 10:00 a.m., at the Company’s offices located at 25 West 39
th
Street, 15
th
Floor, New York, NY 10018 for the following purposes:
|
|
1.
|
To elect nine directors to serve on the Board until the next Annual Meeting and until their successors are elected and qualified.
|
|
|
2.
|
To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent accountants for the fiscal year ending January 31, 2015.
|
|
|
3.
|
To approve an amendment and restatement of the Company’s Executive Performance Plan, originally established effective February 1, 2001 and subsequently amended and restated effective February 1, 2014.
|
|
|
4.
|
To approve
, on an advisory basis, the compensation of the Company’s named executive officers, as described in the proxy statement under “Executive Compensation”.
|
|
|
5.
|
To transact such other business as may properly come before the meeting or any postponement or adjournment thereof.
|
Holders of the Company’s Common Stock and Class A Common Stock of record at the close of business on April 23, 2014 are entitled to notice of and to vote at the Annual Meeting of Shareholders or any postponements or adjournments thereof.
Again this year, we will furnish proxy materials to our shareholders via the Internet in order to expedite shareholders’ receipt of proxy materials while lowering the cost of delivery and reducing the environmental impact of our Annual Meeting.
Accordingly, we are mailing to our shareholders of record and beneficial owners a Notice of Internet Availability of Proxy Materials, which provides instructions on how to access the attached proxy statement and our annual report to shareholders for the fiscal year ended January 31, 2014 via the Internet and how to vote online. The Notice of Internet Availability of Proxy Materials also contains instructions on how to obtain the proxy materials in printed form.
|
Dated: May
8
, 2014
|
By order of the Board of Directors
|
||
|
Timothy F. Michno
|
|||
|
Secretary and General Counsel
|
Your vote is important. Regardless of whether you plan to attend the Annual Meeting, please follow the instructions you received to vote your shares as soon as possible, to ensure that your shares are represented at the Annual Meeting. Shareholders of record, or beneficial shareholders named as proxies by their shareholders of record, who attend the meeting may vote their shares personally, even though they have sent in proxies or voted online.
1
MOVADO GROUP, INC.
PROXY STATEMENT
Annual Meeting of Shareholders of Movado Group, Inc. to be held Thursday, June 19, 2014
Some Questions You May Have Regarding This Proxy Statement
What is the purpose of these materials?
The Board of Directors (the “Board”) of Movado Group, Inc. (the “Company”) is soliciting proxies for our 2014 Annual Meeting of Shareholders (the “Annual Meeting”). The Annual Meeting will be held on Thursday, June 19, 2014 at 10:00 a.m. at the Company’s offices located at 25 West 39
th
Street, 15
th
Floor, New York, NY 10018. The information included in this proxy statement relates to the proposals to be voted on at the Annual Meeting, the voting process, the compensation of Directors and our most highly paid executive officers, and other required information. Our annual report to shareholders for the fiscal year ended January 31, 2014 is available to review with this proxy statement. We are mailing a notice of the Annual Meeting (and, for those who request it, a paper copy of this proxy statement and the enclosed form of proxy) to our shareholders on or about May 8, 2014.
What proposals will be voted on at the Annual Meeting?
The four matters scheduled to be voted on at the Annual Meeting are:
|
|
1.
|
The election of nine directors to serve on the Board;
|
|
|
2.
|
The ratification of the selection of PricewaterhouseCoopers LLP as the Company's independent accountants for the fiscal year ending January 31, 2015;
|
|
|
3.
|
The approval of an amendment and restatement of the Company’s Executive Performance Plan, originally established effective February 1, 2001 and subsequently amended and restated effective February 1, 2014; and
|
|
|
4.
|
The approval, on an advisory basis, of the compensation of the Company’s named executive officers, as described in the proxy statement under “Executive Compensation”.
|
In addition, such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof may be voted on.
Who can vote at the Annual Meeting?
Anyone owning shares of the Company’s Common Stock and/or its Class A Common Stock on April 23, 2014, the record date for this year’s Annual Meeting, is entitled to attend and to vote on all items properly presented at the Annual Meeting.
Who is asking me for my vote?
The Company is soliciting your proxy on behalf of the Board and has retained Broadridge Investor Communications Solutions, Inc., professional proxy solicitors, to assist with the solicitation. We will pay the entire cost of this proxy solicitation, including Broadridge’s fee, which we expect to be approximately $10,000.
What are my voting rights?
Each share of Common Stock is entitled to one vote and each share of Class A Common Stock is entitled to 10 votes on each matter properly presented at the Annual Meeting. On April 23, 2014, the record date for determining the shareholders entitled to notice of, and to vote at, the Annual Meeting, there were
18,667,632
shares of Common Stock outstanding and
6,685,877
shares of Class A Common Stock outstanding. The Common Stock and the Class A Common Stock are hereinafter referred to together as the “Capital Stock”. A list of all shareholders
2
as of the record date will be available during ordinary business hours at the Company’s principal place of business located at 650 From Road, Ste. 375, Paramus, NJ 07652-3556, from the Secretary of the Company, at least 10 days before the Annual Meeting and will also be available at the Annual Meeting.
How does the Board recommend that I vote?
The Board recommends that you vote:
|
|
1.
|
FOR the election of each of the director nominees;
|
|
|
2.
|
FOR the appointment of PricewaterhouseCoopers LLP as our independent public accounting firm
for the current fiscal year;
|
|
|
3.
|
FOR the approval of the amended and restated Executive Performance Plan; and
|
|
4.
|
FOR the approval
, on an advisory basis, of the compensation of the Company’s named executive officers, as described in the proxy statement under “Executive Compensation”.
|
Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full printed set?
In accordance with the rules of the Securities and Exchange Commission (the “SEC”), the Company is providing access to its proxy materials via the Internet. Accordingly, the Company is mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to shareholders of record and beneficial owners. All shareholders will have the ability to access the proxy materials on a website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials via the Internet or to request a printed set may be found on the Notice. In addition, shareholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.
Where can I view the proxy materials on the Internet?
The Notice provides you with instructions on how to:
|
|
—
|
view proxy materials for the Annual Meeting via the Internet; and
|
|
|
—
|
instruct the Company to send future proxy materials to you by email.
|
You can view the proxy materials for the Annual Meeting online at
www.movadogroup.com
by clicking on
Investor Center
and then
Annual Report & Proxy Materials
.
How do I vote?
If you are a shareholder on the record date, you may vote by following the instructions for voting on the Notice. If you receive paper copies of these proxy materials, you can vote by completing, signing and dating your proxy card and returning it in the enclosed envelope. Alternatively, you may attend the Annual Meeting and vote your shares in person. If you vote online, by phone or mail in a proxy card, you may still attend the Annual Meeting and vote in person but, in that case, only your in-person votes will count. If you wish to vote your shares in person at the Annual Meeting and they are held by your broker in “street name,” you must bring a letter from the broker to the Annual Meeting showing that you were the beneficial owner of the shares on April 23, 2014.
Can I change my vote after I have delivered my proxy?
Yes. You may change your vote at any time before voting concludes at the Annual Meeting by:
|
|
—
|
providing another proxy, using any of the available methods for voting, with a later date;
|
|
|
—
|
notifying the Company’s Secretary in writing before the Annual Meeting that you wish to revoke your proxy; or
|
|
|
—
|
voting in person at the Annual Meeting.
|
3
What is a quorum?
For the purposes of the Annual Meeting, a “quorum” is a majority in voting power of the outstanding shares of Capital Stock owned by shareholders on the record date who are present in person or represented by proxy at the Annual Meeting. There must be a quorum for the Annual Meeting to be held. Broker non-votes (as further described below) and abstentions are counted for purposes of determining a quorum.
What is broker “discretionary” voting?
Under the rules of the New York Stock Exchange (“NYSE”),
brokers who have transmitted proxy materials to customers will have discretion to vote the shares of customers who fail to provide voting instructions on “routine matters,” but brokers may not vote such shares on “non-routine matters” without voting instructions. When a broker’s customer does not provide the broker with voting instructions on non-routine matters, the broker cannot vote either way and reports the number of such shares as broker “non-votes.” Broker non-votes are counted as present for the purpose of determining the presence of a quorum for the transaction of business, but they are not counted as shares voting. Thus, broker non-votes can have the effect of preventing approval of certain proposals where the number of affirmative votes, although a majority of the votes cast, does not constitute a majority of the required quorum. Non-routine matters include: the election of directors, the approval of the Company’s amended and restated Executive Performance Plan, and the approval, on an advisory basis, of executive compensation of the Company’s named executive officers. Therefore, if you hold your shares in street name through a broker, you must cast your vote if you want it to count in respect of these non-routine matters. The ratification of the appointment of the Company’s independent registered public accounting firm is a routine matter, so brokers will have discretion to vote any uninstructed shares on that proposal (Proposal 2).
How are matters presented at the Annual Meeting approved?
Directors are elected by a plurality of the votes cast at the Annual Meeting. Approval of the proposals to: (i) ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent accountants for fiscal 2015, (ii) amend and restate the Company’s Executive Performance Plan and (iii) approve, on an advisory basis, the compensation of the Company’s named executive officers, requires the affirmative vote of the holders of a majority in voting power of the outstanding shares of Capital Stock present in person or represented by proxy and entitled to vote at the Annual Meeting. With respect to the aforementioned proposals, abstentions will not be counted as votes cast in accordance with New York law. For this reason, abstentions will have no effect on the election of directors or the advisory vote to approve the compensation of the Company’s named executive officers.
May I vote confidentially?
Yes. Our policy is to keep your vote confidential, except as otherwise legally required, to allow for the tabulation and certification of votes and to facilitate proxy solicitation.
Who will count the votes?
A representative of Broadridge will count the votes and act as the inspector of election for the Annual Meeting.
What if additional matters are presented to the Annual Meeting?
We do not know of any business to be considered at the Annual Meeting other than the proposals described in this proxy statement. If any other business is presented at the Annual Meeting, your properly executed proxy gives authority to Timothy F. Michno, our General Counsel and Corporate Secretary, and to Sallie A. DeMarsilis, our Chief Financial Officer, to vote on such matters at his or her discretion.
Where can I find the voting results from the Annual Meeting?
We will announce preliminary voting results at the Annual Meeting and will publish final results in a Form 8-K that we will file with the SEC within four business days after the date of the Annual Meeting.
4
How can I obtain information about the Company?
A copy of our fiscal 2014 Annual Report is available on our website at
www.movadogroup.com
. Shareholders may also obtain a free copy of our Annual Report on Form 10-K for the fiscal year ended January 31, 2014 by visiting our website or by sending a request in writing to Timothy F. Michno, Corporate Secretary, at the Company’s address set forth in the Notice.
When are shareholder proposals due for consideration at next year’s annual meeting?
Under the SEC rules, for shareholder proposals to be considered for inclusion in the proxy statement for the 2015 Annual Meeting, they must be submitted in writing to our Corporate Secretary, Movado Group, Inc., 650 From Road, Ste. 375, Paramus, NJ 07652-3556, on or before January 6, 2015. In addition, our by-laws provide that for directors to be nominated or other proposals to be properly presented at the 2015 Annual Meeting, an additional notice of any nomination or proposal must be received by us not less than 60 nor more than 90 days before the Annual Meeting. If less than 70 days’ notice of our 2015 Annual Meeting is given, then to be timely, the notice by the shareholder must be received by us not later than the close of business on the tenth day following the day on which the first public announcement of the date of the 2015 Annual Meeting was made or the notice of the meeting was mailed, whichever occurs first.
5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows the number of shares of the Company’s Class A Common Stock and the Common Stock beneficially owned as of April 23, 2014 (except as otherwise noted in footnotes 3, 6, 7, 12 and 13) by (i) each shareholder who is known by the Company to beneficially own more than 5% of the outstanding shares of either the Class A Common Stock or the Common Stock, (ii) each current director, (iii) each executive officer named in the Summary Compensation Table, and (iv) all current executive officers and directors as a group.
|
Percent of Outstanding
Shares of Capital Stock
|
|||||||||||
|
Name of Beneficial Owner
|
Shares of
Class A
Common
Stock
Beneficially
Owned (1)
|
Shares of
Common
Stock
Beneficially
Owned (1)
|
Class A
Common
Stock (1)
|
Common Stock (1)
|
Percent of
Total
Voting
Power (1)
|
||||||
|
Margaret Hayes Adame (2
)
|
-
|
23,974
|
-
|
*
|
*
|
||||||
|
BlackRock Inc. (3)
|
-
|
2,155,272
|
-
|
11.5%
|
2.5%
|
||||||
|
Peter A. Bridgman
|
-
|
-
|
-
|
-
|
-
|
||||||
|
Richard J. Coté (4)
|
-
|
591,351
|
-
|
3.2%
|
*
|
||||||
|
Sallie A. DeMarsilis (5)
|
-
|
23,208
|
-
|
*
|
*
|
||||||
|
Dimensional Fund Advisors LP (6)
|
-
|
1,433,191
|
-
|
7.7%
|
1.7%
|
||||||
|
Goldman Sachs Asset Management, L.P. (7)
|
-
|
1,188,504
|
-
|
6.4%
|
1.4%
|
||||||
|
Alexander Grinberg (8)
|
3,990,806
|
6,837
|
60.1 %
|
*
|
46.7%
|
||||||
|
Efraim Grinberg (9)
|
5,739,508
|
173,992
|
86.5 %
|
*
|
67.2%
|
||||||
|
Alan H. Howard (2)
|
-
|
26,086
|
-
|
*
|
*
|
||||||
|
Richard Isserman (2)
|
-
|
9,430
|
-
|
*
|
*
|
||||||
|
Nathan Leventhal (2)
|
-
|
6,520
|
-
|
*
|
|||||||
|
Timothy F. Michno
|
-
|
42
|
-
|
*
|
*
|
||||||
|
Frank A. Morelli (10)
|
-
|
30,294
|
-
|
*
|
*
|
||||||
|
Miriam Phalen (11)
|
3,910,567
|
15,721
|
58.9 %
|
*
|
45.7%
|
||||||
|
Maurice S. Reznik
|
-
|
7,946
|
-
|
*
|
*
|
||||||
|
The Vanguard Group, Inc. (12)
|
-
|
1,095,611
|
-
|
5.9%
|
1.3%
|
||||||
|
Wells Fargo & Company (13)
|
-
|
1,512,362
|
-
|
*
|
*
|
||||||
|
All executive officers and directors as a group (13 persons) (14)
|
6,074,674
|
899,680
|
90.9 %
|
4.8%
|
71.9%
|
||||||
___________________________
* Denotes less than one percent
6
The address for Messrs. Bridgman, Coté, A. Grinberg, E. Grinberg, Howard, Isserman, Leventhal, Michno, Morelli, Reznik and Ms. Hayes Adame, Ms. DeMarsilis and Ms. Phalen is c/o Movado Group, Inc., 650 From Road, Ste. 375, Paramus, New Jersey 07652-3556.
|
(1)
|
Although each share of Class A Common Stock is convertible at any time into one share of Common Stock, the shares of Common Stock shown as beneficially owned by each of the persons or groups listed in the table above do not include the shares of Common Stock deemed to be beneficially owned by such persons or groups as a result of beneficial ownership of shares of Class A Common Stock, which shares are shown in a separate column. The percentage of outstanding shares of Common Stock shown as beneficially owned by each of the persons or groups in the table above is shown on the same basis. In calculating the percent of total voting power held by each person or group, the voting power of shares of Common Stock (one vote per share) and Class A Common Stock (10 votes per share) has been aggregated.
|
|
(2)
|
The total number of shares of Common Stock reported as beneficially owned by each of Ms. Hayes Adame, Mr. Howard and Mr. Isserman includes 4,500 shares which each has the right to acquire by the exercise of options under the Company’s Stock Incentive Plan. The total number of shares of Common Stock reported as beneficially owned by Mr. Leventhal includes 1,500 shares which he has the right to acquire by the exercise of options under the Company’s Stock Incentive Plan.
|
|
(3)
|
On January 9, 2014, in a filing on Schedule 13G under the Securities Exchange Act of 1934, as amended (“Exchange Act”), BlackRock Inc. reported beneficial ownership as of December 31, 2013 of 2,155,272 shares of Common Stock. It reported having sole voting power as to 2,105,687 of such shares and sole dispositive power as to all such shares. It also reported that all of the shares of Common Stock that it beneficially owns were acquired in the ordinary course of business and not for the purpose or with the effect of changing or influencing control of the Company, or in connection with any transaction having such purpose or effect. The address of BlackRock Inc. is 40 East 52
nd
Street, New York, NY 10022.
|
|
(4)
|
The total number of shares of Common Stock reported as beneficially owned by Mr. Coté includes 89,000 shares which he has the right to acquire by the exercise of options under the Company’s Stock Incentive Plan and 2,120 shares held by a trust for the benefit of his children as to which shares Mr. Coté has shared dispositive power with his spouse who is the trustee with sole voting power. The total also includes 169,388 shares held by a trust for the benefit of his children as to which Mr. Coté’s spouse is the sole trustee with sole voting and dispositive power and 4,500 shares held by a charitable foundation as to which Mr. Coté and his spouse share dispositive and voting power. Mr. Coté disclaims beneficial ownership of the 171,508 shares of common stock held in trust for the benefit of his children and the 4,500 shares held by the charitable foundation.
|
|
(5)
|
The total number of shares of Common Stock reported as beneficially owned by Ms. DeMarsilis includes 10,000 shares which she has the right to acquire by the exercise of options under the Company’s Stock Incentive Plan.
|
|
(6)
|
On February 10, 2014, in a filing on Schedule 13G under the Exchange Act, Dimensional Fund Advisors LP (“DFA”) reported beneficial ownership as of December 31, 2013 of 1,433,191 shares of Common Stock, as to all of which it has sole dispositive power. DFA reported having sole voting power as to 1,406,996 of the shares. DFA also reported that all of the shares of Common Stock that it beneficially owns were acquired in the ordinary course of business and not for the purpose or with the effect of changing or influencing control of the Company, or in connection with any transaction having such purpose or effect. The address of DFA is Palisades West, Building One, 6300 Bee Cave Road, Austin, TX 78746.
|
|
(7)
|
February 13, 2014, in a filing on Schedule 13G under the Exchange Act, Goldman Sachs Asset Management, L.P. (“Goldman”) reported beneficial ownership as of December 31, 2013 of 1,188,504 shares of Common Stock. Goldman reported having shared dispositive power as to 1,188,504 of such shares and shared voting power as to 1,120,382 of such shares. It also reported that all of such shares were acquired in the ordinary course of business and not for the purpose or with the effect of changing or influencing control of the Company, or in connection with any transaction having such purpose or effect. The address of Goldman is 200 West Street, New York, NY 10282.
|
7
|
(8)
|
The total number of shares of Class A Common Stock beneficially owned by Mr. A. Grinberg includes 3,655,640 shares owned by Grinberg Partners L.P., a Delaware limited partnership
(“GPLP”) of which Mr. A. Grinberg is a limited partner, and 84,790 shares owned by trusts for the benefit of Mr. A. Grinberg’s niece and nephew, of which trusts he is a co-trustee with Mr. Mark Fishman. Mr. A. Grinberg has shared voting power with GPLP, Grinberg Group Partners, a Delaware general partnership (“GGP”) which is the general partner of GPLP, Mr. E. Grinberg and Ms. Phalen over the 3,655,640 shares owned by GPLP and shared voting and investment power with Mr. Fishman over the 84,790 shares owned by the trusts.
|
|
(9)
|
Of the shares reported as beneficially owned by Mr. E. Grinberg: 64,567 are shares of Common Stock owned by Mr. E. Grinberg directly as to which he has sole voting and dispositive power; 98,000 are shares of Common Stock which Mr. E. Grinberg has the right to acquire by the exercise of options under the Company’s Stock Incentive Plan; 6,425 are shares of Common Stock held by a remainder trust for the benefit of Mr. E. Grinberg (“Remainder Trust), for which trust Mr. E. Grinberg is co-trustee together with Sharon Trulock with whom he shares voting and dispositive power; and 5,000 are shares of Common Stock held by the Efraim Grinberg Family Foundation for which Mr. E. Grinberg is one of two directors with shared voting and dispositive power. The balance of Mr. E. Grinberg’s shares is comprised of shares of Class A Common Stock. Included in Mr. E. Grinberg’s total number of shares of Class A Common Stock are: 251,501 shares which he owns directly and as to which he has sole voting and dispositive power; an aggregate of 563,306 shares held by several trusts for the benefit of Mr. E. Grinberg’s siblings and himself, of which trusts Mr. E. Grinberg is sole trustee; 342,570 shares held by seven testamentary trusts for the benefit of Mr. E. Grinberg’s children and the children of his siblings, of which trusts he is sole trustee and 1,695 shares held by a testamentary trust for the benefit of Mr. E. Grinberg and his siblings of which Mr. E. Grinberg is the sole trustee. As sole trustee of the foregoing trusts, Mr. E. Grinberg has sole investment and voting power with respect to the Class A Common Stock held in such trusts. In addition, the number of shares of Class A Common Stock reported for Mr. E. Grinberg also includes: an aggregate of 862,940 shares held by several trusts for the benefit of Mr. E. Grinberg’s siblings and himself; 855 shares held by a trust for the benefit of Mr. E. Grinberg’s nephew and 1 share held by the Remainder Trust. Mr. E. Grinberg is co-trustee with Sharon Trulock for all three of these trusts and, as co-trustee, Mr. E. Grinberg has shared voting and dispositive power, together with Ms. Trulock, with respect to the Class A Common Stock held in such trusts. The number of shares of Class A Common Stock reported for Mr. E. Grinberg also includes 38,000 shares held by CAP I Partners L.P., which Mr. E. Grinberg beneficially owns as the managing partner of CAP I Partners LLC (the general partner of CAP I Partners L.P.) with sole power to vote and dispose of such shares. The total number of shares of Class A Common Stock beneficially owned by Mr. E. Grinberg also includes 3,655,640 shares owned by GPLP. As the managing partner of GGP, the general partner of GPLP, Mr. E. Grinberg shares voting and dispositive power with respect to the 3,655,640 shares of Class A Common Stock held directly by GPLP with GGP and GPLP. Mr. E. Grinberg also shares voting power with respect to such shares with Ms. Phalen and with Alexander Grinberg, both of whom are also limited partners of GPLP. Of the shares of Class A Common Stock held by trusts of which Mr. E. Grinberg is sole trustee or co-trustee (other than the shares held in the Remainder Trust), Mr. E. Grinberg disclaims beneficial ownership as to the 955,348 shares held by the trusts for the benefit of his siblings of which he is trustee or co-trustee; the 855 shares held by the trust for the benefit of his nephew, and the 342,570 shares held by the seven testamentary trusts for the benefit of his children and the children of his siblings. Mr. E. Grinberg also disclaims beneficial ownership as to the 38,000 shares of Class A Common Stock owned by CAP I Partners L.P. and
the 3,655,640 shares of Class A Common Stock owned by GPLP, except, in each case, to the extent of his pecuniary interest therein.
|
|
(10)
|
The total number of shares of Common Stock beneficially owned by Mr. Morelli includes 10,000 shares which he has the right to acquire by the exercise of options under the Company’s Stock Incentive Plan.
|
|
(11)
|
Of the shares reported as beneficially owned by Ms. Phalen: 254,906 are shares of Class A Common Stock owned by Ms. Phalen directly and as to which she has sole voting and dispositive power; 21 are shares of Class A Common Stock owned jointly with her husband and as to which she shares voting and dispositive power with her husband; and 3,655,640 are shares of Class A Common Stock owned by GPLP, in which Ms. Phalen is a limited partner. Ms. Phalen shares voting power with respect to the 3,655,640 shares of Class A Common Stock held directly by GPLP with GPLP, GGP (GPLP’s general partner), Mr. E. Grinberg (GGP’s Managing Partner) and Mr. Alexander Grinberg. The remaining shares reported as beneficially owned by Ms. Phalen are 9,935 shares of Common Stock, which she owns directly and as to
|
8
|
|
which she has sole voting and dispositive power, and 5,786 shares of Common Stock, which she owns jointly with her husband and as to which she shares voting and dispositive power with her husband.
|
|
(12)
|
On February 11, 2014, in a filing on Schedule 13G under the Exchange Act, The Vanguard Group, Inc. (“Vanguard”) reported beneficial ownership as of December 31, 2013 of 1,095,611 shares of Common Stock, as to which it reported having shared dispositive power of 27,468 shares; sole voting power of 28,668 shares and sole dispositive power of 1,068,143 shares. Vanguard reported that all of the shares of Common Stock that it beneficially owns were acquired in the ordinary course of business and not for the purpose or with the effect of changing or influencing control of the Company, or in connection with any transaction having such purpose or effect. Vanguard’s address is 100 Vanguard Boulevard, Malvern, PA 19355.
|
|
(13)
|
On January 27, 2014, in a filing on Schedule 13G under the Exchange Act, Wells Fargo & Company (“Wells”) reported beneficial ownership as of December 31, 2013 of 1,512,362 shares of Common Stock, as to which it reported having shared dispositive power of 1,499,795 shares; sole dispositive power of 12,567 shares; shared voting power of 1,395,450 shares and sole voting power of 12,567 shares. Wells reported that all of the shares of Common Stock that it beneficially owns were acquired in the ordinary course of business and not for the purpose or with the effect of changing or influencing control of the Company, or in connection with any transaction having such purpose or effect. Wells’ address is 420 Montgomery Street, San Francisco, CA 94104.
|
|
(14)
|
Excludes double counting of shares deemed to be beneficially owned by more than one person. Unless otherwise indicated, the individuals named have sole investment and voting power.
|
PROPOSAL 1 - ELECTION OF DIRECTORS
Directors hold office until the next annual meeting of shareholders and until the election and qualification of their successors. Under the Company's by-laws, the Board of Directors can change the number of directors comprising the entire Board so long as the number is not less than three. The Board currently consists of nine directors.
All of the nominees are members of the present Board of Directors. If any nominee for election to the Board of Directors should be unable to accept nomination or election as a director, which is not expected, your proxy may be voted for a substitute or substitutes designated by the Board of Directors or the number of directors constituting the Board may be reduced in accordance with the Company’s by-laws. Directors will be elected by the holders of a plurality of the voting power present in person or represented by proxy and entitled to vote. Abstentions will not be counted for purposes of the election of directors.
The Board recommends that shareholders vote FOR the election of the nominees listed below.
|
Name
|
Age
|
Director Since
|
Position
|
|
Margaret Hayes Adame
|
74
|
1993
|
Director
|
|
Peter A. Bridgman
|
61
|
2014
|
Director
|
|
Richard J. Coté
|
59
|
2000
|
President and Chief Operating Officer; Director
|
|
Efraim Grinberg
|
56
|
1988
|
Chairman of the Board of Directors and Chief Executive Officer; Director
|
|
Alex Grinberg
|
51
|
2011
|
Senior Vice President Customer/Consumer Centric Initiatives; Director
|
|
Alan H. Howard
|
54
|
1997
|
Director
|
|
Richard Isserman
|
79
|
2005
|
Director
|
|
Nathan Leventhal
|
71
|
2003
|
Director
|
|
Maurice Reznik
|
59
|
2011
|
Director
|
9
Except for Efraim Grinberg and Alex Grinberg, who are brothers, there are no family relationships between any of the Company's directors. There are no arrangements between any director and any other person pursuant to which any of them was elected a director.
Margaret Hayes Adame
is the President and Chief Executive Officer of Fashion Group International, Inc., an international, non-profit trade organization working with the fashion industry, which she joined in March 1993. From 1981 to March 1993, Ms. Hayes Adame was a Senior Vice President and general merchandise manager at Saks Fifth Avenue, a major retailer. For more than 19 years, she was also a member of the board of directors of International Flavors & Fragrances, Inc., a manufacturer and supplier of flavors and fragrances for the food, beverage, personal care and household products industries. She also serves on the Board of Trustees of Montefiore Medical Center. Her expertise in the areas of retail and fashion provide her with a thorough understanding of numerous issues involving the Company’s products and customers and makes her very suitable for service on the Board.
Peter A. Bridgman
was elected to the Board of Directors of the Company in February 2014, prior to which he served as SVP and General Auditor at PepsiCo Inc. From 2000-2011, Mr. Bridgman was SVP and Controller at PepsiCo Inc., during which time he led the financial reporting and control functions for the $67 billion global consumer products company, ensuring best practice governance and regulatory compliance around the world. From 1992-2000, Mr. Bridgman served as SVP and Controller of Pepsi Bottling Group and from 1985-1992, he held positions of increasing responsibility at Pepsi International. Prior to that, Mr. Bridgman spent 12 years at KPMG where he had global client audit responsibilities. Mr. Bridgman served on the board of Alltel Corporation, a $10 billion wireless provider acquired by Verizon in 2009, and Pepsi Bottling Ventures, an $800 million private beverage manufacturer. He received a B.S. in Economics and Accounting from Bristol University in England, and is both a Certified Public Accountant in the United States and a Chartered Accountant in England. Mr. Bridgman’s extensive experience in financial reporting and internal control and his background in public accounting qualify him for service on our Board and bring the Board additional expertise in these areas.
Richard Coté
joined the Company in January 2000 as Executive Vice President – Finance and Administration. In May 2001, Mr. Coté was promoted to Executive Vice President - Chief Operating Officer and in March 2010, he was promoted to the position of President and Chief Operating Officer. Prior to joining the Company, Mr. Coté worked for Colgate-Palmolive, a global consumer goods company, where, from 1998 to 2000, he was Vice President and Chief Financial Officer for U.S. operations, and from 1993 to 1998, he was Vice President and Chief Financial Officer for Asia/Pacific operations. Prior to joining Colgate-Palmolive, Mr. Coté spent eight years at KPMG LLP in public accounting. He is a licensed CPA. Mr. Coté’s extensive experience in the areas of international business, accounting and corporate operations make him well qualified to deal with the challenges and opportunities of overseeing the operations and general management of the Company and for service on the Board.
Efraim Grinberg
joined the Company in June 1980 and served as the Company's Vice President of Marketing from February 1985 until July 1986, at which time he was elected to the position of Senior Vice President of Marketing. From June 1990 to October 1995, Mr. Grinberg served as the Company’s President and Chief Operating Officer and, from October 1995 until May 2001, served as the Company’s President. In May 2001, Mr. Grinberg was elected to the position of President and Chief Executive Officer and, in addition, effective January 31, 2009, he was elected Chairman of the Board. In March 2010 Mr. Grinberg resigned as President. He continues to serve as the Company’s Chairman of the Board and Chief Executive Officer. Mr. Grinberg’s three decades of experience in the watch industry and in a variety of positions at the Company during this period of its growth provides him with a detailed and extensive knowledge of the Company’s brands, markets, competitors, customers and virtually every other aspect of its business and the industry as a whole and qualifies him for service on the Board. Mr. Grinberg also serves on the board of directors of Lincoln Center for the Performing Arts, Inc. and the Jeweler’s Fund for Children.
10
Alex Grinberg
joined the Company in December 1994 as a territory manager for the Movado brand and was promoted to Vice President of International Sales for the Concord brand in June 1996. From February 1999 through October 2001 he was stationed in the Far East developing Movado Group brands in Hong Kong and Japan. Beginning in November 2001 he held a number of positions of increasing responsibility within the Concord brand in the United States until November 2010, when he was appointed to the position of Senior Vice President of Customer/Consumer Centric Initiatives with responsibility for creating programs to enhance the Company’s relationships with its retail partners and improve its worldwide customer service and after sales service performance. Mr. Grinberg’s many years with the Company, during which time he has held a number of positions in sales and brand management and his international experience, make him well qualified for service on the Board.
Alan Howard
is the Managing Partner of Heathcote Advisors LLC, which he formed in March 2008 and which provides financial advisory services as well as makes principal investments. In addition, Mr. Howard is the President of Dynatech/MPX Holdings LLC (“D/M Holdings”), a privately held company that is a global supplier and service provider of military aircraft parts for multiple platforms and engines. Mr. Howard is on the Board of Directors of D/M Holdings as well as the Boards of its two operating companies, Military Parts Exchange LLC and Dynatech International LLC. From September 2008 through June 2010 he was Managing Partner of S3 Strategic Advisors LLC which provides strategic advice to hedge funds and asset managers. Previously, from July 2006 until July 2007, he was a Managing Director of Greenbriar Equity Group, LLC, a private equity firm focusing on transportation and transportation related investments. Prior to July 2006, Mr. Howard was a Managing Director of Credit Suisse First Boston LLC (“CSFB”), an international provider of financial services. He had been with CSFB and its predecessor companies since 1986. As a Managing Director in the Global Industrial and Services Investment Banking Group, he was an advisor to several of the company's most important clients on mergers and acquisitions, corporate finance and capital raising assignments. With his broad experience in investment banking, Mr. Howard is able to provide the Board with corporate finance, capital markets and mergers and acquisitions experience.
Richard Isserman
had a distinguished career of nearly 40 years with KPMG LLP and for 26 years served as Audit Partner in KPMG’s New York office. He also led KPMG’s real estate audit practice in New York and was a member of the firm’s SEC Reviewing Partner’s Committee. Mr. Isserman retired from KPMG in June 1995. A licensed New York state CPA, Mr. Isserman also serves as the chairman of the budget and finance committee and a member of the audit committee for Federation Employment and Guidance Services, a social service agency in New York City. Based on his years of demonstrated leadership in the field of public accounting, Mr. Isserman provides our Board with in-depth knowledge and experience in financial, accounting and risk management issues.
Nathan Leventhal
served as Chief of Staff to Mayor John Lindsay, Deputy Mayor to Mayor Ed Koch, and Transition Chairman for both Mayors David Dinkins and Michael Bloomberg. He chaired Mayor Michael Bloomberg’s Committee on Appointments during his three terms as Mayor and was a Commissioner on the New York City Planning Commission from 2007 to 2011. He currently serves on the boards of a number of equity, fixed income and money market funds managed by the Dreyfus Corporation, an investment advisor, and serves on the Budget and Finance Committee of the Town of Southampton, New York. Mr. Leventhal is a former partner of the law firm Poletti Freidin Prashker Feldman & Gartner. Other New York City governmental positions held by Mr. Leventhal include Fiscal Director of the Human Resources Administration, Commissioner of Rent and Housing Maintenance, Commissioner of Housing Preservation and Development, and Secretary of the New York City Charter Revision Commission. In Washington, D.C., Mr. Leventhal served as an attorney in the Office of the Air Force General Counsel, Assistant to the Executive Director of the Equal Employment Opportunity Commission, and Chief Counsel to the U.S. Senate Subcommittee on Administrative Practice and Procedure. In the not-for-profit sector, Mr. Leventhal served for 17 years as President of Lincoln Center for the Performing Arts, where he is now President Emeritus. Mr. Leventhal’s wealth of experience in the areas of government, law, public policy, fiscal affairs and management make him well qualified to serve on our Board.
Maurice Reznik
served as the Chief Executive Officer and a member of the board of directors of Maidenform Brands, Inc., a global intimate apparel company, from July 2008 to April 2014. From May 2004 until assuming the CEO position, he was President of Maidenform Brands with responsibility for marketing, merchandising, design and sales for both branded and private label products. From April 1998 to May 2004, Mr. Reznik was President of the Maidenform division of Maidenform Brands’ predecessor company and, in the 19 years prior to joining Maidenform, held various sales and management positions in the intimate apparel industry, including President of Warner’s Intimate Apparel Group, a division of Warnaco, Inc., a global intimate apparel, swimwear and sportswear company. With over 30 years of experience working in positions of increasing responsibility in the intimate apparel industry and as the CEO of a public, consumer products company, Mr. Reznik
11
has expertise in product design and sourcing, wholesale, retail, brand development and merchandising as well as in core business areas such as strategy and business development, operations, brand management, finance, compliance and risk management, all of which make him well qualified to serve on the Board. Mr. Reznik is also the founder of the For Love of Life Colon Cancer charity and serves on the boards of ITAG, a B2B business focused on mobile shopping, Dignity U Wear, Queens College and
the American Apparel and Footwear Association and Fashion Institute of Technology. He also serves on the Parent Leadership Council of Shatterproof, a 501(c)(3) organization dedicated to reducing the impact of addiction on families across America.
THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Board Leadership Structure
Prior to January 31, 2009, the positions of Chairman of the Board of Directors and Chief Executive Officer were held by two individuals. Following the retirement and passing of the Company’s former Chairman, Mr. Gedalio Grinberg, the Board appointed Mr. Efraim Grinberg, who at that time was the Chief Executive Officer and a sitting Board member, to also serve as Chairman. In making the decision to combine the positions of the Chairman and Chief Executive Officer, the Board took into consideration Mr. E. Grinberg’s almost 30 years of management, financial and administrative leadership at the Company and his extensive knowledge of, and experience with, all other aspects of the Company’s business and concluded that
he is the director most capable of guiding our business, at both the strategic and operational levels.
In May 2011, upon the recommendation of the Nominating/Corporate Governance Committee, the Board established the position of “lead director” to help coordinate the activities of the other independent directors and to perform such other duties and responsibilities as the Board may determine from time to time. Mr. Howard was appointed by the Board as lead director at that time and currently continues to serve in that capacity, in addition to chairing the Compensation Committee.
T
he primary duties of the lead director include providing advice on agendas for and the scheduling of Board meetings, advising
the Chairman as to the quality, quantity and timeliness of the information submitted by the Company's management to the Board, serving as the principal liaison for consultation and communication between the independent directors of the Board and the Chairman, without inhibiting direct communication between the Chairman and the other directors, and presiding at meetings of the Board in the absence of or upon the request of the Chairman and presiding at all meetings of the independent directors.
The
composition of the Board,
the tenure of the directors with the Company, the overall experience of the directors and the experience that the directors have had with the Chairman, the lead director and the executive management group
permit and encourage each member to take an active role in all discussions, and each member does actively participate in all substantive discussions. We believe that our current Board leadership structure is serving the Company well at this time.
Board Meetings and Committees
In fiscal 2014, the Board of Directors held six meetings. All directors attended at least 75% of the meetings of the Board and of the committees on which they served.
The Board of Directors has three committees:
|
—
|
Audit;
|
|
—
|
Compensation; and
|
|
—
|
Nominating/Corporate Governance.
|
The members of the committees and their chairs are appointed by the Board annually. Each committee is comprised entirely of independent directors in accordance with NYSE listing standards. Each committee operates under a written charter which is available at the Company’s website at
www.movadogroup.com
by clicking on “Investor Center”, “Corporate Governance”, “Committee Composition” and then the name of the respective committee. Committee charters are also available in print upon the written request of any shareholder. The current committee membership is as follows:
12
|
Audit
Committee
|
Compensation
Committee
|
Nominating/Corporate Governance
Committee
|
|
Richard Isserman *
|
Alan H. Howard *
|
Nathan Leventhal *
|
|
Peter A. Bridgman
|
Margaret Hayes Adame
|
Margaret Hayes Adame
|
|
Alan H. Howard
|
Nathan Leventhal |
Richard Isserman
|
|
Maurice Reznik
|
Maurice Reznik
|
|
| * Committee Chair |
Audit Committee
The Board of Directors has determined that each member of the Audit Committee is an “audit committee financial expert” as defined under the rules adopted by the SEC and, therefore, has accounting or related financial expertise in accordance with the NYSE listing standards. The Audit Committee held four meetings in fiscal 2014.
The principal functions of the Audit Committee are to (i) appoint, approve the compensation of, terminate and oversee the work of the Company’s independent auditors; (ii) approve in advance all audit and permissible non-audit services provided to the Company by independent auditors; (iii) review, in consultation with the Company’s independent auditors, management and the Company’s internal auditors, the Company’s financial reporting process, including its internal controls; (iv) review with management and the Company’s independent auditors, the Company's annual and quarterly financial statements before the same are publicly filed, and (v) report regularly to the Board with respect to any issues that arise concerning, among other things, the quality or integrity of the Company’s financial statements, the performance of the internal audit function, the Company’s compliance with legal requirements and the performance and independence of the Company’s independent auditors.
Compensation Committee
The Compensation Committee held seven meetings in fiscal 2014. The principal functions of the Compensation Committee are to (i) review and approve corporate goals and objectives relevant to the CEO’s compensation, evaluate the CEO’s performance in light of those goals and objectives and set the CEO’s compensation level based on that evaluation; (ii) review and approve compensation levels for executive non-CEO officers and key employees of the Company; (iii) review significant employee benefit programs and (iv) establish and administer executive compensation programs, including bonus plans, stock option and other equity-based programs, deferred compensation plans and any other cash or stock incentive programs.
For additional information concerning the operation of the Compensation Committee, including the role of outside compensation consultants and management in the process of determining the amount and form of executive compensation, see “Compensation Discussion and Analysis” below.
Compensation Committee Interlocks and Insider Participation
The Company's Compensation Committee was at all times during fiscal year 2014 comprised entirely of independent directors who at no time were executive officers or employees of the Company. No executive officer of the Company has ever served as a member of the board of directors or compensation committee of any company whose executive officers include a member of the Board of Directors or the Compensation Committee.
Nominating/Corporate Governance Committee
The Nominating/Corporate Governance Committee held two meetings in fiscal 2014. The principal functions of the Nominating/Corporate Governance Committee are to (i) identify individuals qualified to become directors, consistent with criteria approved by the Board, and recommend director candidates to the Board of Directors; (ii) develop and recommend corporate governance principles to the Board of Directors; (iii) oversee the adoption of a code of ethics for directors, officers and employees of the Company and assure that procedures are in place for disclosure of any waivers of that code for directors or executive officers; and (iv) facilitate an annual assessment of the performance of the Board and each of its committees.
13
Identifying and Evaluating Candidates for the Board
In considering possible candidates to serve on the Board of Directors, the Nominating/Corporate Governance Committee will take into account all appropriate qualifications, qualities and skills in the context of the current make-up of the Board and will consider the entirety of each candidate’s credentials. In addition, the Nominating/Corporate Governance Committee will evaluate each nominee according to the following criteria: personal character, accomplishments, integrity, and reputation in the business community; knowledge of the industry in which the Company does business; sound business judgment; leadership ability and capacity for strategic thinking; experience working constructively with others; sufficient time to devote to Board matters; diversity of viewpoints and backgrounds and the absence of any conflict of interest that might interfere with performance as a director. While the Nominating/Corporate Governance Committee has no other policy with respect to the consideration of diversity in identifying nominees, it seeks directors who represent a diverse mix of backgrounds and experiences that will enhance the quality of the Board's deliberations and decisions.
Shareholders may recommend director candidates for consideration by the Nominating/Corporate Governance Committee. To have a candidate considered by the Nominating/Corporate Governance Committee, a
shareholder must submit the recommendation in writing and must include the following information:
|
|
—
|
The name and address of the shareholder and evidence of the shareholder’s ownership of Company stock, including the number and class of shares owned and the length of time of ownership;
|
|
|
—
|
A description of all arrangements or understandings between the shareholder and each candidate pursuant to which the nomination is being made;
|
|
|
—
|
The name of the candidate, the candidate’s resume or a listing of his or her qualifications to be a director of the Company and the person’s consent to be named as a director if nominated by the Board of Directors; and
|
|
|
—
|
Such other information regarding each proposed candidate as would be required to be included in a proxy statement under the rules of the SEC if such candidate had been nominated by the Board of Directors.
|
Each such recommendation must be sent to the Secretary of the Company at Movado Group, Inc., 650 From Road, Ste. 375, Paramus, New Jersey 07652-3556 and must be received within the time indicted above under “
When are shareholder proposals due for consideration at next year’s annual meeting
?”. The Nominating/Corporate Governance Committee will evaluate shareholder recommended director candidates in the same manner as it evaluates director candidates identified by other means.
Corporate Governance Guidelines
The Company’s Corporate Governance Guidelines and its Code of Business Conduct and Ethics are available on the Company’s website at
www.movadogroup.com
by clicking on “Investor Center” and then “Corporate Governance”. The Corporate Governance Guidelines and the Code of Business Conduct and Ethics are also available in print upon the written request of any shareholder.
Director Independence
The listing standards of the NYSE require that a majority of the Board of Directors be independent. No director qualifies as independent unless the Board of Directors affirmatively determines that the director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). The Board of Directors broadly considers all relevant facts and circumstances relative to independence and considers the issue not merely from the standpoint of the director, but also from the viewpoint of persons or organizations with which the director has an affiliation. Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships (among others). In accordance with the NYSE listing standards, the Board has adopted categorical standards of director independence that provide that none of the following relationships will be considered a material relationship that would impair a director’s independence:
14
|
|
—
|
A director who is a director, an executive officer or an employee, or whose immediate family member is a director, an executive officer or an employee, of a company that makes payments to, or receives payments from, the Company for goods or services in an amount which, in any single fiscal year, is less than the greater of $1,000,000 and 2% of such other company’s consolidated gross revenues; or
|
|
|
—
|
A director who serves, or whose immediate family member serves, as an executive, officer, director, trustee or employee of a charitable organization and the Company’s discretionary charitable contributions to the organization are less than the greater of $1,000,000 and 2% of that organization’s consolidated gross revenues.
|
The Board of Directors has determined that all of the members of the Board of Directors, with the exception of those three members who are employees of the Company (namely Alex Grinberg, Efraim Grinberg and Richard Coté), representing a majority of the entire Board, are independent under the NYSE listing standards and satisfy the Company’s categorical standards set forth above.
In addition, in accordance with the NYSE listing standards, the Board of Directors has determined that the Compensation Committee and Nominating/Corporate Governance Committee are composed entirely of independent directors. The Board of Directors has also determined that each member of the Audit Committee is independent under the applicable rules of the SEC and under the NYSE listing standards.
Executive Sessions of Non-Management Directors
The non-management directors hold regular executive sessions without management at least once each quarter. The lead director is designated to chair these executive sessions under the Company’s Corporate Governance Guidelines.
Board Role in Risk Oversight
While management is responsible for managing the various risks that may arise in the course of the Company’s business, the Board has a role in the oversight of the risk management process. The Board and, as appropriate, its committees regularly meet to receive and discuss operating and financial reports presented by the Chairman of the Board and Chief Executive Officer, the President and Chief Operating Officer, the Chief Financial Officer, the Company’s General Counsel, the Senior Vice President of Human Resources, the Senior Vice President of Global Business Processes and Chief Information Officer, the Vice President of Internal Audit and Business Controls and numerous other officers and employees of the Company as well as experts and other advisors. In addition, each year management presents a budget and business plan for the following fiscal year which is reviewed by and discussed with the Board. Management also regularly discusses with the Board strategic initiatives and the associated risks. The Board also reviews specific risk areas on a regular basis. These include insured risks, disaster recovery, management authority and internal controls, litigation risks, foreign currency risks, risks associated with the Company’s customer mix, supply chain and credit risks, inventory risks and other operational and financial risks. The Audit Committee has particular oversight responsibility with respect to the preparation and audit of the Company’s financial statements and internal audit issues and is specifically charged in its charter to, and does, discuss with management and the independent auditor the Company’s policies with respect to risk assessment and risk management. The Audit Committee concerns itself most specifically with the integrity of the financial reporting process, but also with personnel, asset and information security risk. All committee meetings are open to the other directors and many regularly attend because the committee meetings are regularly scheduled on the same day as Board meetings.
Compensation Risk Assessment
We believe that the performance goals and incentive plan structures generally established under the Company’s executive, annual and long-term incentive programs would not contribute to excessive risk by our senior executives or employees. The approved goals under our incentive programs are consistent with our financial operating plans and strategies, and these programs are discussed and reviewed by the Compensation Committee. The Company’s compensation systems are balanced, rewarding both short-term and long-term performance, and its performance goals are team oriented rather than individually focused, and are based on measurable factors and
15
objective criteria that are transparent to shareholders. The Compensation Committee is actively engaged in setting compensation systems, monitoring those systems during the year and using discretion in making rewards, as necessary. As a result of the procedures and practices described above, the Committee believes that the Company’s compensation policies and practices for its employees do not encourage risk taking that is reasonably likely to have a material adverse effect on the Company.
Communications with the Board of Directors
Shareholders and other interested parties desiring to communicate directly with the full Board of Directors, the Audit Committee of the Board of Directors, the non-management directors as a group or with any individual director or directors may do so by sending such communication in writing addressed to the attention of the intended recipient(s), c/o Secretary and General Counsel, Movado Group, Inc., 650 From Road, Ste. 375, Paramus, NJ 07652-3556. Interested parties may communicate anonymously and/or confidentially if they desire. All communications received that relate to accounting, internal accounting controls or auditing matters will be referred to the chairman of the Audit Committee unless the communication is otherwise addressed. All other communications received will be forwarded to the appropriate director or directors.
Director Attendance at Annual Meeting
The Company encourages all of the directors to attend each annual meeting of shareholders. To the extent reasonably practicable, the Company regularly schedules a meeting of the Board of Directors on the same day as the Annual Meeting of Shareholders. All members of the Board of Directors attended the 2013 Annual Meeting of Shareholders.
EXECUTIVE OFFICERS
For detailed information concerning Richard Coté and Efraim Grinberg, see the listing for each under the heading “ELECTION OF DIRECTORS” above. The names of the other executive officers of the Company (and their respective ages as of the date of this proxy statement) are set forth below, together with the positions held by each during the past five years.
|
Name
|
Age
|
Position
|
|
Sallie A. DeMarsilis
|
49
|
Chief Financial Officer; Principal Accounting Officer
|
|
Frank A. Morelli
|
63
|
Senior Vice President Global Business Processes and Chief Information Officer
|
|
Timothy F. Michno
|
57
|
Secretary and General Counsel
|
Ms. DeMarsilis
joined the Company in January 2008 as a Senior Vice President of Finance and was appointed Chief Financial Officer and Principal Accounting Officer effective March 31, 2008. From December 2004 through December 2007, she served as Senior Vice President of Finance with The Warnaco Group, Inc., a publicly traded global wholesaler and retailer of apparel. Prior to that, Ms. DeMarsilis held several senior financial positions with Ann Inc. (formerly known as Ann Taylor Stores Corporation) from November 1994 through December 2004, including Controller and Senior Vice President of Finance. Ann Inc. is a publicly traded specialty retailer in the United States of women's apparel, shoes and accessories. Ms. DeMarsilis is a certified public accountant and worked in public accounting with Deloitte & Touche LLP for eight years before joining Ann Inc.
Mr. Morelli
began with the Company in February 2006 as Senior Vice President Business Processes and Chief Information Officer. Immediately prior to joining the Company and since 1995, Mr. Morelli was the Vice President – Global Information Technology at Colgate-Palmolive, a global consumer goods company, which he joined in 1973. Prior to 1995, Mr. Morelli held a number of different positions of increasing responsibility in the areas of information technology, finance, customer service, distribution/logistics and marketing.
Mr. Michno
joined the Company in 1992 and since then has served as its Secretary and General Counsel. He has practiced law since 1983. Immediately prior to joining the Company and since 1986, he was an associate at
16
the New York firm of Chadbourne & Parke. From 1988 to 1991, he served as a resident outside counsel to Fortune Brands, Inc. (formerly known as American Brands, Inc.), a consumer produc
ts company.
EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
Role of the Compensation Committee
The Compensation Committee of the Board of Directors (for purposes of this analysis, the “Committee”) is responsible for reviewing and approving annually corporate goals with respect to the compensation of the Company’s Chief Executive Officer (“CEO”), evaluating the performance of the CEO against those goals and determining the CEO’s compensation based on that evaluation. In addition, the Committee also reviews and approves the structure and levels of compensation for the Company’s other executive officers and senior management; reviews and approves significant compensation programs generally, including performance goals under annual and long-term incentive plans; and reviews and administers the Company’s Stock Incentive Plan as amended and restated as of April 8, 2004 and as further amended and restated as of April 4, 2013 (the “Stock Plan”). Throughout this proxy statement, the individuals who served as the Company’s CEO or Chief Financial Officer (“CFO”) during fiscal 2014, as well as the other individuals included in the SUMMARY COMPENSATION TABLE below, are referred to as the “named executive officers”.
The Committee considers feedback from our shareholders regarding the Company’s executive compensation programs, including the results of our shareholders’ advisory vote on executive compensation at the 2013 annual meeting which approved the executive compensation program by over 99% of the votes cast. Also, in accordance with the preference indicated by more than 97% of the votes cast regarding the frequency of future advisory votes on executive compensation, the Board of Directors decided that such future advisory votes would be submitted to shareholders every year. Shareholders are invited to express their views to the Board of Directors regarding executive compensation as well as other matters as described in this proxy statement under the heading “
Communications with the Board of Directors
”.
Compensation Objectives
The fundamental purpose served by every compensation decision made by the Company and approved by the Committee is to attract, retain, motivate and appropriately reward a group of highly qualified individuals who are expected to contribute to the Company’s continued success, with the ultimate objective of enhancing shareholder value. The three most significant elements of compensation used by the Company in fashioning specific compensation packages offered to its executives and management level employees generally are: (1) base salary, (2) annual incentive cash bonuses and (3) long term equity participation. Of these, the variable elements, incentive cash bonuses and equity compensation, are performance-based and/or directly linked to the creation of long-term shareholder value and, as such, most closely align executives’ interests with those of the Company’s shareholders by rewarding performance for meeting or exceeding the established goals. The Company and the Committee believe that the most effective executive compensation programs are those designed to reward the achievement of specific annual and long-term strategic goals set by the Company and therefore a significant portion of the total compensation that may be earned by the named executive officers is determined by these variable elements.
Setting Executive Compensation
With the foregoing objectives in mind, the Company targets overall compensation levels for the named executive officers and senior management at the median percentile for similar positions, subject to e
xceptions that may occur from time to time based on particular facts and circumstances, including, for example, the experience level and performance of the individual executive and market factors.
The Committee has periodically engaged the services of independent executive compensation and benefits consulting firms, including Frederic W. Cook & Co., Inc. (“FW Cook”), to advise on the structure of the Company’s compensation programs and to assist it in assessing the competitiveness of the Company’s executive and independent director compensation levels. The chairman of the Committee typically discusses compensation matters with representatives of FW Cook annually. In fiscal 2014, FW Cook was consulted on matters relating to the structure and levels of equity compensation for the senior executives, including the named executive officers, and the level of compensation for the independent directors.
17
The Committee does not rely solely, or even primarily, on available compensation data from any single group of companies because the Committee believes that the Company competes for top executive talent with many other larger companies in addition to companies that may be considered to be the Company’s peer group. Therefore, the Committee considers prevailing compensation trends and practices in other industries and other companies but does not engage in any formal benchmarking with respect to these other industries or companies.
Consistent with the Company’s compensation philosophy, a significant percentage of total compensation, particularly in the case of the named executive officers, is allocated to variable incentive compensation. There is no pre-established policy or target for the allocation between either cash and non-cash or short-term and long-term incentive compensation. Rather, the Committee reviews all information made available to it periodically from outside compensation consultants and annually from the Company’s Senior Vice President of Human Resources to determine the appropriate level and mix of incentive compensation. In setting the compensation for the CEO and the other named executive officers for fiscal 2014, the Committee considered the financial performance of the Company in fiscal 2013, the Company’s projected financial performance in fiscal 2014, the Company’s historical base pay, bonus and equity grant data from the previous three fiscal years and information relating to compensation survey data from the luxury goods industry provided by the Company’s Senior Vice President of Human Resources.
The Committee makes all compensation decisions affecting the compensation awarded to the CEO. With respect to the compensation of Mr. Coté, the Company’s President and Chief Operating Officer (“President/COO”), the Committee considers the recommendation of the CEO and the Company’s Senior Vice President of Human Resources. With respect to the compensation of the other named executive officers and other senior executives, the Committee considers the recommendations of the CEO, the President/COO and the Senior Vice President of Human Resources, including recommendations regarding salary adjustments and annual award amounts. Subject to any applicable plan limitations, the Committee can exercise its discretion in modifying any recommended adjustments or awards to executives. The Committee also takes into account total compensation earned by and awarded to the named executive officers for the prior three years.
Fiscal 2014 Executive Compensation Components
For the fiscal year ended January 31, 2014, the principal components of compensation for the named executive officers were:
|
—
|
base salary;
|
|
—
|
performance-based annual cash compensation;
|
|
—
|
equity incentive compensation;
|
|
—
|
retirement and other post-employment benefits; and
|
|
—
|
perquisites and other personal benefits.
|
Base Salary
The Company provides named executive officers and other employees with base salary to compensate them for services rendered during the fiscal year. Base salaries for named executive officers are determined by the Committee for each individual in light of the Committee’s assessment of the responsibilities relative to the position under consideration, as well as each individual’s background, training, experience and by reference to the competitive marketplace for comparable talent. Annual increases in base salary levels, if warranted, are reviewed with reference to the individual’s performance, the performance of the Company as a whole and the prevailing rate of increase in base salary levels generally in the competitive marketplace with respect to similar executive positions. During its review of base salaries for executives, the Committee primarily considers:
|
—
|
market data with respect to average merit and cost of living increases for similar positions;
|
|
—
|
internal review of the executive’s compensation, both individually and relative to other executive officers; and
|
|
—
|
individual performance of the executive.
|
For fiscal 2014, the Committee approved an increase in the annual base salary of the CEO from $950,000 to $1 million considering that there had been no increase in his base salary in the last six years. The Committee also approved the joint recommendation of the CEO and the Senior Vice President of Human Resources to raise the President/COO’s base salary level approximately 7.7% which the Committee deemed appropriate based on the contributions that the President/COO has made and is expected to make to the future success of the Company. The
18
Committee also accepted management’s recommendation to increase the base salary levels of the other named executive officers approximately 2.4% on average which was substantially consistent with the overall recommended increase applicable to all of the Company’s other U.S. based employees.
Performance-Based Annual Cash Compensation
The Company has two plans under which it provides its named executive officers, other executives and key management level employees annual performance-based opportunities for cash bonuses: the Movado Group, Inc. Executive Performance Plan (the “EPP”), in which only the named executive officers participate, and the Annual Incentive Compensation Plan, in which the remaining bonus-eligible employees participate. Both plans are designed to tie a significant portion of participants’ annual cash compensation to the Company’s annual financial performance.
Under the EPP and consistent with the requirements of Section 162(m) of the Internal Revenue Code, as amended (the “Code”), within 90 days after the beginning of each fiscal year the Committee establishes target and maximum cash incentive levels for the named executive officers that are expressed as a percentage of their respective base salaries. At the same time it sets cash incentive targets, the Committee also establishes a corporate performance objective that must be met before any cash incentive payments can be made under the EPP to any of the named executive officers. The EPP provides that the Committee shall establish a performance objective based on earnings per share, calculated according to generally accepted accounting principles as consistently applied by the Company (“GAAP”), unless the Committee determines that earnings per share is unsuitable as a performance measure due to any change in the Company’s business or because of other events or circumstances, in which event the Committee can modify the performance objective. Accordingly, as was the case in the three prior fiscal years, for fiscal 2014 the Committee determined that adjusted operating profit would be a more appropriate measure of the Company’s actual performance than earnings per share based on GAAP because the former eliminates the effects of unusual items that are not characteristic of the Company’s ongoing business and that may not accurately reflect fundamental business performance in any particular year.
For fiscal 2014, the Committee set the target cash incentive payments (based on 100% bonus pool funding of the Annual Incentive Compensation Plan discussed below) for the CEO at 100% of his base salary; for the President/COO at 75% of his base salary; for Mr. Morelli and Ms. DeMarsilis at 50% of their respective base salaries and for Mr. Michno at 40% of his base salary. The Committee determines the target bonus under the EPP for each named executive officer by exercising its subjective judgment of what an appropriate percentage is, informed by a consideration of the target bonus that was in effect for such officer for each of the three previous years and such person’s total compensation compared to target bonus levels and total compensation payable to other executive officers in other positions within the Company and, more generally, relative to similar executive positions in the broad competitive marketplace. In addition, the Committee established the maximum cash incentive payments under the EPP to any of the named executive officers at 200% of their target cash incentive amounts. The EPP provides that total cash incentives payable thereunder to all the named executive officers (or any single named executive officer) in any year may not exceed $5 million. Please see the GRANTS OF PLAN-BASED AWARDS TABLE for the target and maximum cash incentive awards payable to each of the named executive officers in respect of fiscal 2014.
No cash incentives are paid to any of the named executive officers under the EPP unless the threshold corporate performance objective for the year is achieved. For fiscal 2014, the performance goal under the EPP was established as operating profit of $30 million, adjusted for restructuring charges and other unusual items.
If the Company achieves the corporate performance goal under the EPP, the Committee then assesses the Company’s overall financial performance and each named executive officer’s individual performance in exercising its discretion to determine the cash incentive actually paid to any of them under the EPP, which may not, in any event, exceed the maximum set at the beginning of the year. To assess corporate performance for the fiscal year, the Committee considers as a threshold matter whether the Company met the criteria for funding the bonus pool under the Annual Incentive Compensation Plan. Inasmuch as there is no separate bonus pool for the EPP, the bonus pool under the Annual Incentive Compensation Plan must be funded for there to be any payment under the EPP to any of the participants in that plan. Just as with the corporate performance objective established by the Committee under the EPP, the financial performance measures approved by the Committee under the Annual Incentive Compensation Plan (including the performance measure necessary to fund the bonus pool under that plan) are determined within 90 days after the beginning of the award period when the only information available to the Committee with respect to
19
the Company’s financial performance for the fiscal year is the Company’s operating budget for the year. If the Annual Incentive Compensation Plan bonus pool is funded, then the Committee also considers the overall level of bonus pool funding under that plan and the other criteria for measuring corporate performance that are established as financial targets under the Annual Incentive Compensation Plan as part of the annual budgeting process and approved by the Committee within 90 days after the beginning of each fiscal year.
In fiscal 2014, the Annual Incentive Compensation Plan provided for 100% bonus pool funding equal to $8.8 million (comprised of $6.8 million in cash and an equity component valued at $2.0 million) if the Company achieved its operating profit goal of $68 million, adjusted for restructuring charges and other unusual items, and additional bonus pool funding if actual operating profit for fiscal 2014 exceeded the goal. The equity component awarded with the cash incentive payment consists of a Common Stock award that cliff vests on the third anniversary of the grant date subject to the continued employment of the award grantee with the Company. See discussion under
Equity Incentive Compensation
below.
If the bonus pool is funded, the Committee considers the extent to which the other financial criteria under the Annual Incentive Compensation Plan have been met in determining the cash incentive amount to pay to each named executive officer under the EPP. The financial performance measures serve the purpose of providing the Committee with objective criteria by which to assess the Company’s performance notwithstanding that they are not assigned a relative weight to one another. Those criteria consist of key indicators against which to measure how well or how poorly the Company performed overall for the year.
It is not necessary that every single corporate performance measure be met for bonuses to be paid. However, as discussed above, the corporate performance objective established by the Committee under the EPP must be met as a precondition to making any payments under that plan and the financial performance measure under the Annual Incentive Compensation Plan required for bonus pool funding must also be met before any bonuses will be paid under the EPP. If those predicate corporate performance measures are met, then the Committee may determine in its discretion to pay bonuses regardless of whether any of the other measures are met. Similarly, even if all the corporate performance measures are met, the Committee retains the discretion to decrease or eliminate but not to increase the maximum cash incentive payable to each named executive officer under the EPP. In other words, the Committee has the discretion to pay no bonuses or to pay reduced bonuses to the named executive officers even if all of the identified corporate performance measures are met.
In fiscal 2014, the Committee approved the following corporate performance measures under the Annual Incentive Compensation Plan at the 100% (target) funding level. The table below shows each measure at the target level and the corresponding result actually achieved on an adjusted basis.
|
Measure
|
Target
|
Actual (Adjusted)
|
|
|
o
|
Net Sales
|
$580 million
|
$578.1 million
|
|
o
|
Operating Expenses
|
$242.3 million
|
$234.8 million
|
|
o
|
Gross Profit
|
$310.3 million
|
$310.3 million
|
|
o
|
Gross Margin %
|
53.5%
|
53.7%
|
|
o
|
Operating Profit
|
$68 million
|
$75.5 million
|
|
o
|
Cash Flow from Operations
|
$60 million
|
$54.5 million
|
|
o
|
EBITDA
|
$79.5 million
|
$87.7 million
|
|
o
|
Net Income
|
$46.5 million
|
$53.6 million
|
|
o
|
EPS
|
$1.79
|
$2.07
|
Considering that the Company’s adjusted operating profit for fiscal 2014 was $75.5 million (excluding an $8.3 million charge related to the Company’s decision to reduce the presence of its ESQ Movado brand in certain retail doors while expanding the Movado brand offerings in those locations, a $2.5 million duty refund and a $2.0 million charitable contribution to The Movado Group Foundation, or $67.7 million on a GAAP basis), or approximately 111% of the performance target established to fund the bonus pool at a 100% level, the Committee approved funding the pool under the Annual Incentive Compensation Plan in the amount of $8.5 million in cash and an equity component valued at approximately $2.0 million. The Committee also considered the fact that the Company’s actual financial performance for the year exceeded most of the other performance criteria under the Annual Incentive Compensation Plan.
20
There is no relative weight given by the Committee to the financial performance of the Company as compared to the individual performance of any executive officer. However, it is a precondition for any named executive officer to receive any payment under the EPP that the defined corporate performance objective under that plan must have been met. Further, as there is no separate funding for the EPP other than the bonus pool provided for under the Annual Incentive Compensation Plan, unless the predicate corporate performance measure for bonus pool funding under that plan is met, then there is no bonus pool from which to pay bonuses to the named executive officers under the EPP. Therefore, although the Committee has not assigned any numerical or weighted value to individual performance as compared to corporate financial performance, unless the foregoing threshold corporate performance measures are satisfied, the Committee will not consider individual performance and will not approve a cash incentive payment to any named executive officer under the EPP.
So long as the corporate performance objective established under the EPP has been met, the Committee retains the discretion to pay an award to any of the named executive officers under that plan regardless of whether any other performance criteria (individual or corporate) are met. However, in exercising its discretion the Committee does, in practice, take into account these other criteria, including individual named executive officer performance. In considering individual performance, the Committee is briefed by, and relies on a general summary assessment and recommendation provided by, the Company’s CEO and/or Senior Vice President of Human Resources relative to the performance of each of the named executive officers (other than the CEO). That summary assessment and recommendation is based on and generally reflects the individual assessment provided to the Human Resources department by each named executive officer’s immediate supervisor which itself would typically address the individual performance goals of such named executive officer as well as his or her overall performance. Therefore, when the Committee considers individual named executive officer performance in this way, including consideration of whether individual goals have been met, the Committee does so indirectly as it is not apprised of any named executive officer’s specific personal goals nor does it (with the exception of the CEO) independently consider, or assess individual named executive officer performance relative to, those goals.
When it considers the individual performance of the CEO in exercising its discretion to approve any cash incentive payment made to him under the EPP, the Committee refers to the CEO’s individual performance goals but does not base its assessment of his performance solely or even primarily on those goals since it may, consistent with the plan, approve award payments regardless of whether other performance criteria (besides the requisite corporate performance goal established under the EPP) have been met. In fiscal 2014, the CEO’s individual objectives included net sales of $580 million, operating profit of $68 million and cash flow from operations of $50 to $60 million, all of which targets were exceeded. Other goals set by the CEO for fiscal 2014 included non-quantitative objectives that were not specifically considered by the Committee as part of its determination to approve his cash incentive payment under the EPP. However, the Committee does evaluate the CEO’s individual performance against those other objectives for the year subsequent to and separate from the deliberative process conducted under the EPP.
Together with the cash incentive payment, each of the named executive officers also received an award of shares of restricted Common Stock, mirroring the equity components granted with the cash incentive awards made under the Annual Incentive Compensation Plan. Each such award cliff-vests on the third anniversary of the grant date, subject to the award grantee’s continued employment with the Company through such vesting date, and is for that number of shares of Common Stock equal in value on the grant date (April 15, 2014) to approximately 25% of the grantee’s target incentive cash payment amount for fiscal 2014 at the 100% bonus pool funding level. See discussion under
Equity Incentive Compensation
below.
Equity Incentive Compensation
Stock ownership is a key element of the Company’s compensation program for the named executive officers, senior management generally, as well as mid-level managers throughout the Company. Under the Stock Plan, the Committee may grant participants shares of the Company’s Common Stock, restricted stock, share units, stock options, stock appreciation rights, performance units and/or performance bonuses. In granting these awards, the Committee may establish any conditions or restrictions it deems appropriate.
Most grants made by the Committee under the Stock Plan since its inception have been either in the form of stock options, time-vesting stock awards (pursuant to which, unrestricted shares of Common Stock are issued to the grantee when the award vests) or performance-based awards (under which vesting occurs only if one or more predetermined financial goals are achieved within the relevant performance period). The Committee believes that all
21
of these equity awards are useful retention tools to the extent that vesting only occurs after a period of several years and are also an effective means of encouraging award recipients to focus on enhancing shareholder value over the long term by directly aligning the recipient’s financial interests with the interests of the Company’s shareholders. The Committee normally makes annual grants under the Stock Plan within 30 days after the release of the Company’s fourth quarter and year-end earnings.
All stock options granted under the Stock Plan have an exercise price equal to or greater than the fair market value of the Company’s Common Stock on the grant date and typically have either vested incrementally over a period of three or five years or cliff-vested after three years. Most grants under the Stock Plan were in the form of stock options until fiscal 2004 when the Committee decided to utilize primarily time-vesting stock awards for most Stock Plan participants and to use stock options exclusively for grants to certain newly hired and/or newly promoted employees and for the CEO and the President/COO. Newly hired and promoted employees who receive stock options are granted them by the Committee either prospectively, effective on the specified date of their hire or the date of their promotion, or after their hiring or promotion on the next regularly scheduled meeting date of the Committee. Although the Committee did not make any stock option grants to any of the named executive officers between fiscal 2010 and fiscal 2012, it continues to view stock options as an effective means to closely tie individual performance directly to the Company’s stock price performance because stock options will have no value unless the Company’s share price has increased from the date of grant (unlike time-vesting stock awards, which have some value upon vesting even if the price of the Company’s stock has declined since the date of grant). Accordingly, the Committee decided to resume the use of stock options as a long-term, non-cash incentive for the named executive officers and other senior executives beginning in fiscal 2013.
In fiscal 2007, with input from FW Cook, the Committee decided to limit time-vesting stock awards exclusively to the Company’s middle management and, except to reward specific, exceptional performance or in connection with promotions, to no longer grant such awards to the Company’s senior executives. Instead, beginning in fiscal 2007 and for each of the three fiscal years thereafter, the named executive officers and other senior executives were granted annual performance-based awards under the Stock Plan. The Committee took this action because it believed that performance-based awards were a more effective means to focus executives’ efforts on the achievement of specific financial objectives tied to operating profit. All of the performance-based awards granted during that four year period were forfeited as a result of the Company’s failure to achieve the requisite performance goals.
In the beginning of fiscal 2011, the Committee approved management’s recommendation to suspend further grants of performance-based equity awards and, in lieu thereof, to grant three year cliff-vesting stock awards to all Stock Plan participants, including to the named executive officers except the CEO and the President/COO. Management concluded, and the Committee agreed, that such a grant of time-vesting awards would be more effective than performance-based awards in motivating and retaining key employees in the three year period before vesting occurs, considering particularly the forfeiture of all performance-based awards previously granted since fiscal 2007 and the continuing uncertain economic environment at that time. Accordingly, in March 2010 the Committee approved the grant of stock awards cliff-vesting on the third anniversary of the grant date, to all participants in the Stock Plan at the director level and above, except that no such grants were made to the CEO or the President/COO. Each grant was for that number of shares of Common Stock equal in value on the grant date to approximately 30% of each grantee’s then current, full target cash bonus amount.
Also in March 2010, the Committee approved management’s recommendation to include an equity component as part of the Annual Incentive Compensation Plan to supplement the maximum realizable value to bonus eligible employees, recognizing that no cash bonuses had been paid for the previous two fiscal years, while continuing to prudently limit the Company’s current compensation expenses in light of ongoing uncertain economic conditions prevailing at that time. Each such equity grant was for that number of shares of Common Stock equal in value on the grant date to approximately 25% of the grantee’s then current, full target bonus amount. The Annual Incentive Compensation Plans approved by the Committee for each fiscal year since then have also contained the same equity component consisting of three year, cliff-vesting stock awards. Such stock grants made to the named executive officers in April 2013 are reported in the SUMMARY COMPENSATION TABLE for fiscal 2014 and in the GRANTS OF PLAN-BASED AWARDS table below. The Committee also decided to resume the use of stock options for the named executive officers and other senior executives and, therefore, as of April 19, 2013 also made stock option grants to the named executive officers which cliff-vest in three years. Those stock option grants are also
22
reported in the SUMMARY COMPENSATION TABLE for fiscal 2014 and in the GRANTS OF PLAN-BASED AWARDS table below.
Retirement and Other Post Employment Benefits
401(k) Plan
All employees in the United States including the named executive officers are eligible to participate in the Company’s Employee Savings and Investment Plan (“401(k) Plan”). In addition, the named executive officers as well as certain other executives selected by the Committee are eligible to participate in the Deferred Compensation Plan for Executives.
Deferred Compensation Plan
The Company’s Amended and Restated Deferred Compensation Plan for Executives (“DCP”) was originally adopted effective June 1, 1995, and was originally approved by the Company’s shareholders on June 14, 1996. It was subsequently amended and most recently amended and restated at the annual shareholders meeting in 2013 to extend its term through June 13, 2023. The DCP is designed to offer retirement benefits to the named executive officers, senior management and key employees, consistent with overall market practices to attract and retain the talent needed in the Company. Under the DCP, participants may defer amounts from their base salary and cash bonus (if any) annually, and the Company will credit to the account of each participant a matching contribution in an amount equal to one hundred percent of the compensation deferral, up to a maximum match equal to either 10% (for “Group I” participants) or 5% (for “Group II” participants) of the participant’s base salary. Of the named executive officers, Mr. Grinberg and Mr. Coté are Group I participants. Messrs. Morelli and Michno and Ms. DeMarsilis are Group II participants. Twenty percent of the Company’s matching contribution is in the form of rights to Common Stock vesting ratably in annual installments over five years. The DCP also permits the Company to make discretionary contributions to any participant’s DCP account. As authorized by the Board of Directors, the Company temporarily suspended all matching contributions under the DCP in calendar years 2009 and 2010, and resumed making matching contributions in calendar 2011.
Participants may direct the investment of amounts in their DCP accounts (other than rights to Common Stock) among investment funds that are made available to them under the plan. Those funds and their returns for fiscal 2014 are shown and further information regarding the participation by the named executive officers in the DCP is discussed in further detail under the heading “NONQUALIFIED DEFERRED COMPENSATION” below.
Severance Agreements
The Company has severance agreements with Mr. Morelli and Mr. Michno which provide for certain benefits to the executives in exchange for certain post-employment restrictions which prohibit them from working in the watch or jewelry business for six months after the termination of their employment for any reason (and, in the case of Mr. Morelli, for the 12 months during which the Company pays him severance) and to prevent them from soliciting Company employees for 12 months after the termination of their employment. Under the agreement with Mr. Michno, he will continue to be paid his then current base salary plus costs for COBRA coverage for up to 12 months if the Company terminates his employment without cause. In addition, the Company has a change-in-control agreement with each of Mr. Coté and Mr. Morelli. Under these change-in-control agreements, each of Mr. Coté and Mr. Morelli will continue to be paid his then current base salary (for 24 months in the case of Mr. Coté and for 18 months in the case of Mr. Morelli) after the termination of his employment following a change in control unless termination was by the Company for cause (or as a result of his death or disability) or was voluntary by the employee without good reason.
For a detailed description of the agreements between the Company and each of Messrs. Coté, Morelli and Michno, please refer to the discussion under the heading “
Severance Agreements
” under POTENTIAL PAYMENTS ON TERMINATION OR CHANGE IN CONTROL below.
Perquisites and Other Personal Benefits
As part of providing a competitive executive compensation program, the Company provides to the CEO and the other named executive officers certain perquisites, described below, that the Company and the Committee
23
believe are reasonable and consistent with its overall compensation program. The Committee reviews annually the levels of perquisites provided to the named executive officers.
The Company pays the CFO a taxable housing allowance for the rental of an apartment located near the Company’s New Jersey headquarters.
The Company provides each of its named executive officers with a taxable car allowance, and in some cases, automobile insurance reimbursement.
The Company has purchased life insurance policies insuring the CEO and pays the premiums for that insurance. Under the Company’s arrangement with the CEO, the named insured is entitled to the cash surrender value in respect of these life insurance policies and the respective beneficiaries are entitled to the applicable death benefits without, in either event, reimbursement to the Company.
Attributed costs of the perquisites described above for the named executive officers for the fiscal year ended January 31, 2014 are included in column (i) of the SUMMARY COMPENSATION TABLE below.
Tax and Accounting Implications
Deductibility of Executive Compensation
The Committee reviews and considers the deductibility of executive compensation under Section 162(m) of the Code, which provides that the Company may not deduct compensation of more than $1,000,000 that is paid to the chief executive officer and the three other highest paid executives (other than our chief financial officer) unless the compensation meets certain requirements relating to performance-based compensation. The Company’s compensation plans (including our Stock Plan and EPP) have been
approved by our shareholders (and our amended and restated EPP is being submitted to shareholders at our Annual Meeting (see “Proposal 3 – Approval of an Amendment and Restatement of the Company’s Executive Performance Plan”)) and are designed to enable the Committee to award annual bonuses and grants of stock options and other equity-based awards which could qualify for exemption from the application of Section 162(m). The Committee reviews compensation plans in light of applicable tax provisions, including Section 162(m), and may revise compensation plans from time to time to maximize deductibility. However, the Committee may approve compensation that does not qualify for deductibility when we deem it to be in our best interests (including grants of time-based restricted stock and use of discretion in our annual bonus arrangements).
Accounting for Stock-Based Compensation
Beginning on February 1, 2006, the Company began accounting for stock-based payments in accordance with the requirements of FASB Statement 123(R) (currently FASB ASC Topic 718). The Committee considers the expense implications of the equity compensation awards in determining the aggregate annual award levels.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and the Company’s Annual Report on Form 10-K for the year ended January 31, 2014.
THE COMPENSATION COMMITTEE
Alan H. Howard, Chairman, Lead Director
Margaret Hayes Adame
Nathan Leventhal
Maurice Reznik
24
SUMMARY COMPENSATION TABLE FOR FISCAL 2014
The following Summary Compensation Table sets forth information about the compensation paid in respect of fiscal 2014 by the Company to the CEO, the CFO and the three most highly compensated executive officers of the Company other than the CEO and the CFO who were serving as executive officers at January 31, 2014. The foregoing individuals are referred to in this proxy statement as the “named executive officers”.
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
|
|
Name and
Principal Position
|
Year
|
Salary
($)(1)
|
Bonus
($)
|
Stock
Awards
($)(2
)
|
Option
Awards
($)(3)
|
Non-Equity
Incentive
Plan
Compensation
($)(4)
|
Change in
Pension Value
and Nonquali-
fied Deferred
Compensation
Earnings
($)
|
All Other
Compensation
($)
|
Total
($)
|
|
|
Efraim Grinberg,
Chairman and Chief
Executive Officer
|
2014
2013
2012
|
1,028,843
950,000
950,000
|
-
-
-
|
713,081
178,126
118,745
|
469,400
721,800
-
|
950,000
1,045,000
819,375
|
-
-
-
|
266,432
309,010
185,894
|
(5) |
3,427,756
3,203,936
2,074,014
|
|
Sallie A. DeMarsilis,
Chief Financial Officer
|
2014
2013
2012
|
486,154
458,077
446,986
|
-
-
-
|
172,786
56,238
59,671
|
113,760
226,164
-
|
223,250
253,000
247,500
|
-
-
-
|
60,540
58,940
57,169
|
(6) |
1,056,490
1,052,419
811,326
|
|
Richard Coté,
President, Chief
Operating Officer
|
2014
2013
2012
|
717,309
640,385
595,288
|
-
-
-
|
366,113
112,502
79,070
|
241,200
452,328
-
|
498,750
585,000
562,500
|
-
-
-
|
118,415
133,519
72,266
|
(7) |
1,941,787
1,923,734
1,314,124
|
|
Frank A. Morelli
Senior Vice President
Global Business
Processes, CIO
|
2014
2013
2012
|
475,769
448,077
437,173
|
-
-
-
|
168,508
54,988
63,750
|
111,600
221,352
-
|
230,000
247,500
253,000
|
-
-
-
|
33,673
31,500
31,489
|
(8) |
1,019,550
1,003,417
785,412
|
|
Timothy F. Michno
Secretary and General
Counsel
|
2014
2013
2012
|
370,961
343,077
333,152
|
-
-
-
|
103,520
25,128
26,810
|
68,400
101,052
-
|
144,000
144,900
105,525
|
-
-
-
|
6,231
6,000
6,000
|
(9) |
693,112
620,157
471,487
|
|
(1)
|
Salary amounts include amounts deferred at the election of the executive under the Company’s DCP and under the 401(k) plan. Amounts deferred under the DCP are also shown in the NONQUALIFIED DEFERRED COMPENSATION TABLE. Salary amounts for fiscal 2014 also reflect 27 bi-weekly pay periods which occurred in that year due to a calendar shift (compared to the usual 26 periods).
|
|
(2)
|
Amounts shown under the “Stock Awards” column do not reflect compensation actually received by the named executive officers. Instead the dollar value of these awards represents the fair value of the stock awards on the date of grant calculated in accordance with FASB ASC Topic 718 (previously FAS 123(R)). Assumptions used in calculating these amounts are described in Note 10 to the Company’s audited financial statements for the fiscal year ended January 31, 2014, included in our Annual Report on Form 10-K filed with the SEC on March 28, 2014. The stock awards granted in fiscal 2012, 2013 and 2014 cliff-vest on the third anniversary of the grant date and are not subject to any performance conditions other than the continued employment of the grantee.
|
|
(3)
|
Amounts shown under the “Option Awards” column do not reflect compensation actually received by the named executive officers. Instead the dollar value of these awards represents the fair value of the option awards on the date of grant calculated in accordance with FASB ASC Topic 718 (previously FAS 123(R)). Assumptions used in calculating these amounts are described in Note 10 to the Company’s audited financial statements for the fiscal year ended January 31, 2014, included in our Annual Report on Form 10-K filed with the SEC on March 28, 2014. The option awards granted in fiscal 2013 and fiscal 2014 cliff-vest on the third anniversary of the grant date and are not subject to any performance conditions other than the continued employment of the grantee.
|
|
(4)
|
Annual incentive payments for the named executive officers under the EPP. See “Fiscal 2014 Executive Compensation Components –
Performance-Based Annual Cash Compensation
” above.
|
25
|
(5)
|
Includes a taxable car allowance and automobile insurance reimbursement of $35,255. Includes $33,488 for premiums paid in respect of certain life insurance policies purchased for Mr. Grinberg by the Company. Under his arrangement with the Company, Mr. Grinberg is entitled to the cash surrender value in respect of certain of these life insurance policies and his beneficiaries are entitled to the applicable benefit without, in either event, reimbursement to the Company of any premiums paid by the Company under such policies. Includes a $4,035 matching contribution made by the Company for the account of Mr. Grinberg under the Company's 401(k) Plan. Includes a combined matching and discretionary cash contribution of $154,923 and a combined matching and discretionary non-cash contribution of 1,078.13 phantom stock units valued at $38,731 (based on the closing prices of the Company’s Common Stock on the grant dates) to his account under the DCP. These contributions under the DCP are also shown in the NONQUALIFIED DEFERRED COMPENSATION TABLE below.
|
|
(6)
|
Includes a taxable car allowance of $7,135 and a taxable housing allowance of $26,169. Includes a $3,871 matching contribution made by the Company for the account of Ms. DeMarsilis under the Company’s 401(k) Plan. Includes a matching cash contribution of $18,692 and a matching non-cash contribution of 125.30 phantom stock units valued at $4,673 (based on the closing prices of the Company’s Common Stock on the grant dates) to her account under the DCP. These contributions under the DCP are also shown in the NONQUALIFIED DEFERRED COMPENSATION TABLE below.
|
|
(7)
|
Includes a taxable car allowance and automobile insurance reimbursement of $12,938. Includes a $4,323 matching contribution made by the Company for the account of Mr. Coté under the Company’s 401(k) Plan. Includes a combined matching and discretionary cash contribution of $80,923 and a combined matching and discretionary non-cash contribution of 551.57 phantom stock units valued at $20,231 (based on the closing prices of the Company’s Common Stock on the grant dates) to his account under the DCP. These contributions under the DCP are also shown in the NONQUALIFIED DEFERRED COMPENSATION TABLE below.
|
|
(8)
|
Includes a taxable car allowance of $6,854. Includes a $3,954 matching contribution made by the Company for the account of Mr. Morelli under the Company’s 401(k) Plan. Includes a matching cash contribution of $18,292 and a matching non-cash contribution of 119.08 phantom stock units valued at $4,573 (based on the closing prices of the Company’s Common Stock on the grant dates) to his account under the DCP. These contributions under the DCP are also shown in the NONQUALIFIED DEFERRED COMPENSATION TABLE below.
|
|
(9)
|
Consists of a taxable car allowance of $6,231.
|
26
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2014
|
Name
|
Grant
Date
|
Date of
Action by
Committee
|
Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards
|
Estimate Future Payouts
Under Equity
Incentive Plan Awards
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
(3)
|
Exercise
or Base
Price
of
Option
Awards
($/sh)
|
Grant
Date Fair Value of
Stock and
Option
Awards
($)
(4)
|
||||
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(j)
|
(k)
|
(l)
|
|
|
Threshold
($) (1)
|
Target
($) (1)
|
Maximum
($) (1)
|
Threshold
(#) (2)
|
Target
(#) (2)
|
Maximum
(#) (2)
|
||||||
|
Efraim Grinberg
|
04/19/13
04/19/13
|
03/19/13
03/19/13
|
-
|
1,000,000
|
2,000,000
|
-
|
23,503
|
-
|
32,600
|
30.34
|
713,081
469,440
|
|
Sallie DeMarsilis
|
04/19/13
04/19/13
|
03/19/13
03/19/13
|
-
|
235,000
|
470,000
|
-
|
5,695
|
-
|
7,900
|
30.34
|
172,786
113,760
|
|
Richard Coté
|
04/19/13
04/19/13
|
03/19/13
03/19/13
|
-
|
525,000
|
1,050,000
|
-
|
12,067
|
-
|
16,750
|
30.34
|
366,113
241,200
|
|
Frank Morelli
|
04/19/13
04/19/13
|
03/19/13
03/19/13
|
-
|
230,000
|
460,000
|
-
|
5,554
|
-
|
7,750
|
30.34
|
168,508
111,600
|
|
Timothy Michno
|
04/19/13
04/19/13
|
03/19/13
03/19/13
|
-
|
144,000
|
288,000
|
-
|
3,412
|
-
|
4,750
|
30.34
|
103,520
68,400
|
|
(1)
|
Includes annual cash incentive opportunities for the named executive officers in fiscal 2014 under the Company’s EPP. See “Fiscal 2014 Executive Compensation Components –
Performance Based Annual Cash Compensation
” above. There is no threshold performance level under the EPP.
|
|
(2)
|
Reflects time-vesting stock awards discussed above under “
Equity Incentive Compensation
”. The shares subject to the awards cliff-vest on the third anniversary of the grant date.
|
|
(3)
|
Reflects stock options to purchase Common Stock granted under the Stock Plan. These options become fully exercisable on the third anniversary of the grant date and expire on April 19, 2023.
|
|
(4)
|
The amounts in column (l) represent the grant date fair value of the stock awards and the option awards computed in accordance with FASB ASC Topic 718 (previously FAS 123(R)).
|
None of the named executive officers have employment agreements. The Company has entered into severance agreements with Messrs. Coté, Morelli and Michno, which are described under POTENTIAL PAYMENTS ON TERMINATION OR CHANGE IN CONTROL below. In addition, the Stock Plan provides for accelerated vesting of equity compensation (stock options and stock awards) in the event of a change in control or in the event of a participant’s death, disability or retirement.
27
OUTSTANDING EQUITY AWARDS AT FISCAL 2014 YEAR-END
|
Option Awards
|
Stock Awards
|
||||||||
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
|
Name
|
Number of Securities
Underlying
Unexercised
Options (#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
(1)
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option Expiration
Date
|
Number of
Shares or
Units of
Stock that
Have Not
Vested
(2) (#)
|
Market
Value of
Shares or
Units of
Stock
That
Have Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#)
|
Equity
Incentive
Plan Awards:
Market or
Payout Value of Unearned
Shares, Units or Other Rights That Have Not Vested
($)
|
|
Efraim Grinberg
|
40,000
58,000
|
60,000
32,600
|
-
|
32.92
22.04
26.59
30.34
|
4/30/17
4/28/18
4/20/22
4/19/23
|
37,364
|
1,410,491
|
-
|
-
|
|
Sallie DeMarsilis
|
10,000
|
18,800
7,900
|
-
|
23.77
26.59
30.34
|
1/07/18
4/20/22
4/19/23
|
11,409
|
430,690
|
-
|
-
|
|
Richard Coté
|
30,000
24,000
35,000
|
37,600
16,750
|
-
|
18.41
32.92
22.04
26.59
30.34
|
5/31/16
4/30/17
4/28/18
4/20/22
4/19/23
|
33,067
|
1,248,279
|
-
|
-
|
|
Frank Morelli
|
10,000
|
18,400
7,750
|
-
|
20.22
26.59
30.34
|
2/13/16
4/20/22
4/19/23
|
11,467
|
432,879
|
-
|
-
|
|
Timothy Michno
|
-
|
8,400
4,750
|
-
|
26.59
30.34
|
4/20/22
4/19/23
|
5,974
|
225,519
|
-
|
-
|
|
(1)
|
The options with an exercise price of $26.59/share were granted April 20, 2012 and vest April 20, 2015. The options with an exercise price of $30.34/share were granted April 19, 2013 and vest April 19, 2016.
|
|
(2)
|
Represents unvested stock awards granted under the Company’s Stock Plan which is discussed above under “Fiscal 2014 Executive Compensation Components –
Equity Incentive Compensation
”. The following table lists the vesting dates (assuming continued employment on such dates) and the number of shares of Common Stock vesting on such dates.
|
|
Name
|
Vesting
Date
|
Shares
(#)
|
|
|
Efraim Grinberg
|
04/11/2014
04/20/2015
04/19/2016
|
7,162
6,699
23,503
|
|
|
Sallie DeMarsilis
|
04/11/2014
04/20/2015
04/19/2016
|
3,599
2,115
5,695
|
|
|
Richard Coté
|
04/11/2014
04/27/2014
04/20/2015
04/27/2015
04/19/2016
|
4,769
6,000
4,231
6,000
12,067
|
|
|
Frank Morelli
|
04/11/2014
04/20/2015
04/19/2016
|
3,845
2,068
5,554
|
|
|
Timothy Michno
|
04/11/2014
04/20/2015
04/19/2016
|
1,617
945
3,412
|
|
28
OPTION EXERCISES AND STOCK VESTED
DURING FISCAL 2014
|
Option Awards
|
Stock Awards
|
|||
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
|
Name
|
Number of Shares
Acquired on Exercise
(#)
|
Value Realized
on Exercise
($)
|
Number of Shares
Acquired on Vesting
(#)
|
Value Realized
on Vesting
($) (1)
|
|
Efraim Grinberg
|
-
|
-
|
-
|
-
|
|
Sallie DeMarsilis
|
-
|
-
|
4,961
|
155,924
|
|
Richard Coté
|
-
|
-
|
6,000
|
181,680
|
|
Frank Morelli
|
-
|
-
|
4,856
|
152,624
|
|
Timothy Michno
|
-
|
-
|
2,185
|
68,675
|
|
(1)
|
Value represents the mathematical product resulting from multiplying the number of shares vesting by the market price of the shares on the vesting date.
|
NONQUALIFIED DEFERRED COMPENSATION
Under the Company’s DCP, participants may defer amounts from their base salary and cash bonus, if any, annually and the Company will credit to the account of each participant a matching contribution in an amount equal to the deferral, up to a maximum match of either 10% or 5% of the participant’s base salary (depending on whether the participant is included in Group I or Group II, as defined in the DCP). Of the named executive officers, Mr. Grinberg and Mr. Coté are in Group I and Ms. DeMarsilis, Mr. Morelli and Mr. Michno are in Group II. Deferral elections must be made no later than December 31 of the year before the year in which the salary or bonus will be deferred. Twenty percent of the Company’s matching contribution is made in the form of rights to the Company’s Common Stock, representing the number of shares (including fractional shares) of Common Stock that the matching contribution could purchase based upon the New York Stock Exchange’s closing price of the stock on the date when the matching contribution is made. Matching contributions are made on the last business day of each calendar quarter. The Company also has the right to make discretionary contributions to any participant’s account in such amount and in such manner as it shall determine.
The following table shows the deferrals made by the named executive officers and the contributions made by the Company under the DCP in fiscal 2014.
NONQUALIFIED DEFERRED COMPENSATION IN FISCAL 2014
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
|
Name
|
Executive
Contributions
in Last FY ($) (1)
|
Registrant
Contributions
in Last FY ($) (1)
|
Aggregate
Earnings in
Last FY ($)
|
Aggregate
Withdrawals/
Distributions ($)
|
Aggregate
Balance at
Last FYE ($) (2)
|
|
Efraim Grinberg
|
98,654
|
193,654
|
712,282
|
-
|
5,432,840
|
|
Sallie DeMarsilis
|
180,077
|
23,365
|
134,020
|
-
|
1,033,346
|
|
Richard Coté
|
273,404
|
101,154
|
895,142
|
-
|
5,857,094
|
|
Frank Morelli
|
128,046
|
22,865
|
136,601
|
-
|
1,109,620
|
|
Timothy Michno
|
-
|
-
|
74,877
|
-
|
424,907
|
29
|
(1)
|
The amounts reported in columns (b) and (c) are also reported as compensation to the named executive officer in columns (c) and (i), respectively, of the SUMMARY COMPENSATION TABLE above.
|
|
(2)
|
The amounts reported in column (f), other than earnings on deferred compensation, have all been previously disclosed in Summary Compensation Tables in our prior proxy statements, except for Mr. Morelli. Mr. Morelli was not a named executive officer prior to fiscal 2010. Therefore, except for the executive contributions and contributions by the Company that are reported in the Summary Compensation Table or that were reported in prior Summary Compensation Tables for fiscal 2010 through fiscal 2013, the remainder of the aggregate balance for Mr. Morelli relates to prior year contributions and earnings not previously disclosed in Summary Compensation Tables in our prior proxy statements.
|
A participant’s compensation deferrals and any earnings on those deferrals are immediately vested. Company matching contributions and any discretionary contributions vest at the rate of 20% per year so long as the participant remains employed by the Company. A participant who attains the age of 65 or whose employment terminates due to death or disability automatically vests in all amounts in such participant’s account. A participant may also vest in all amounts credited to his or her account upon their “separation from service” as defined under Code Section 409A and the Treasury Regulations promulgated thereunder after attaining the age of fifty-five (55), provided the participant has been employed by the Company or one of the Company’s affiliates for at least 10 years and further subject to the approval of the Compensation Committee of the Company’s Board of Directors including any limitations or conditions such committee may, in its discretion, impose which are not inconsistent with the terms of the DCP (including, without limitation, a covenant not to compete with the Company or any Company affiliate). A participant whose employment terminates for any other reason forfeits unvested amounts. If there is a “change in control” (as defined in the DCP) of the Company, all amounts attributable to matching contributions and discretionary Company contributions become fully vested on the date of such change in control.
Participants may direct the investment of amounts in their accounts (other than rights to Common Stock) among investment funds that are made available to them under the DCP. The table below shows the funds available under the DCP and their annual rate of return for 2014 as reported by the plan administrator.
|
Name of Fund
|
Rate of Return
(%)
|
|
American Beacon Balanced Fund
|
20.56
|
|
Artisan International Value Fund
|
30.49
|
|
Columbia Mid Cap Value Opportunities
|
34.88
|
|
Columbia Mid Cap Value Fund
|
35.44
|
|
Davis New York Venture Fund
|
34.56
|
|
First Eagle Overseas Fund
|
11.57
|
|
Invesco Small Cap Equity Fund
|
37.22
|
|
JPMorgan Equity Index Fund
|
32.10
|
|
JPMorgan High Yield Fund
|
6.85
|
|
JPMorgan Intrepid Value Fund
|
35.42
|
|
JPMorgan Large Cap Growth Fund
|
33.00
|
|
JPMorgan Prime Money Market Fund
|
0.01
|
|
JPMorgan SmartRetirement 2015
|
10.26
|
|
JPMorgan SmartRetirement 2020
|
13.56
|
|
JPMorgan SmartRetirement 2025
|
16.92
|
|
JPMorgan SmartRetirement 2030
|
19.74
|
|
JPMorgan SmartRetirement 2035
|
21.95
|
|
JPMorgan SmartRetirement 2040
|
22.83
|
|
JPMorgan SmartRetirement 2045
|
22.87
|
|
JPMorgan SmartRetirement 2050
|
22.88
|
|
JPMorgan SmartRetirement Income
|
7.76
|
|
Lazard Emerging Markets Fund
|
-1.14
|
|
PIMCO Total Return Fund
|
-2.17
|
Participants in the DCP elect as part of their initial deferral election whether to receive distributions after termination of their employment in a lump sum or in 10 equal annual installments. Payments are made in Common Stock to the extent a participant’s vested account balance is denominated in Common Stock, except for any fractional shares which are paid in cash. All other payments are made in cash. Payments generally are made or begin only upon the expiration of six months following the participant’s separation of service from the Company except to the extent that the payments are payable during the short-term deferral period set forth in Treasury Regulation
30
Section 1.409A-1(b)(4). In the event that an exception to the six month delay provision applies, payments are made or begin within 90 days after a participant’s employment terminates.
POTENTIAL PAYMENTS ON TERMINATION OR CHANGE IN CONTROL
None of the named executive officers have employment agreements. The Company has entered into severance agreements with Messrs. Coté, Morelli and Michno, which are described below. In addition, the DCP and the Stock Plan provide for accelerated vesting, respectively, of Company matching contributions and of equity compensation (stock options and stock awards) in the event of a change in control. The Stock Plan also provides for accelerated vesting of equity awards in the event of a participant’s death, disability or retirement.
Severance Agreements
Mr. Coté and Mr. Morelli each have an agreement providing for the continuation of his then applicable annual base salary, paid bi-weekly (to Mr. Coté for 24 months and to Mr. Morelli for 18 months) following the termination of his employment within two years after a change in control (defined as the acquisition by a person or group of more than 50% of the combined aggregate voting power represented by the Company’s then outstanding shares; or certain mergers and asset sales; or a liquidation or dissolution), except that nothing is due if his termination is because of his death or disability, or is by the Company for cause or is by Mr. Coté or Mr. Morelli, respectively, other than because of an “adverse change” in the conditions of his employment. Their agreements define such an adverse change as any of the following by the Company:
|
|
—
|
altering his duties or responsibilities so that his position becomes one of substantially less importance, dignity or scope;
|
|
|
—
|
reducing his base salary;
|
|
|
—
|
discontinuing his participation in any compensation or benefit plan in which (and on at least as favorable a basis as) he was participating before the change in control or barring him from participating in any other plan that may be adopted in which other key employees are entitled to participate; or
|
|
|
—
|
requiring that he be based more than 50 miles from the principal office location where he worked before the change in control.
|
“Cause” is defined as gross negligence or willful misconduct that has resulted in or is likely to result in material economic damage to the Company. The agreements also obligate each of Mr. Coté and Mr. Morelli to keep confidential and to not use any confidential information pertaining to the Company obtained by him in the course of his employment.
If there had been a change in control of the Company on January 31, 2014, and Mr. Coté’s employment had been terminated immediately thereafter by the Company without cause, then he would have been entitled to the continuation of his then current annual base salary of $700,000, paid in bi-weekly installments through January 31, 2016. If there had been a change in control of the Company on January 31, 2014, and Mr. Morelli’s employment had been terminated immediately thereafter by the Company without cause, then he would have been entitled to the continuation of his then current annual base salary of $460,000 through June 30, 2015.
Mr. Morelli and Mr. Michno each have a severance agreement with the Company providing that, although each is employed at will, he will be entitled to receive severance payments in the form of salary continuation upon termination of his employment by the Company without cause. For this purpose, “cause” is defined as conviction of a felony, the knowing violation of a material Company policy, the failure to perform any material obligation owed to the Company or the gross negligence in the performance of duties or breach of fiduciary duty as determined by the CEO. The severance payments will be paid for 12 months after termination, in bi-weekly installments. Mr. Michno’s agreement also provides that he will also be entitled to post-termination medical benefit coverage continuation under COBRA for the 12 month severance period or, if shorter, until becoming eligible for Medicare or accepting employment with another employer which provides medical benefits. Both agreements also contain a non-competition clause which proscribes employment in the watch or jewelry industry for six months after termination of employment with the Company, a twelve month non-solicitation clause and a confidentiality provision. If the Company had terminated the employment of Mr. Morelli and Mr. Michno without cause on January 31, 2014, then they would have been entitled to receive, respectively, $460,000 and $360,000 in severance paid in bi-weekly installments through January 31, 2015. Mr. Michno also would have been entitled to maximum COBRA benefits,
31
valued at $27,863, representing total maximum COBRA payments the Company would be obligated to make for him through January 31, 2015.
Change in Control
In the event of a change in control of the Company, all unvested matching contributions under the DCP and all unvested options and time-vesting stock awards then outstanding under the Stock Plan immediately vest. Both plans have identical definitions for what is considered a “change in control” including:
|
—
|
irrevocable termination and liquidation of the plan within 12 months of the dissolution of the Company taxed under Section 331 of the Code or with the approval of a bankruptcy court;
|
|
—
|
sale of substantially all of the Company’s business or assets;
|
|
—
|
a change in the composition of the Board of Directors such that the individuals comprising the Board of Directors on the effective date of the Stock Plan (or DCP, as applicable) (or their successors who were approved by at least two-thirds of the directors then on the Board) cease for any 12 month period to constitute a majority of the Board, exclusive, in any event, of any individual initially elected or nominated as a director as a result of an actual or threatened election contest or actual or threatened proxy solicitation by any person other than the Board;
|
|
—
|
a merger, consolidation, reorganization or similar corporate transaction unless shareholders in the Company immediately before any such transaction control at least 50% of the total voting power in the resulting corporation immediately after any such transaction; and no person (meaning an individual, entity or group acting in concert) acquires at least 20% of the voting power in the resulting corporation; and a majority of the members of the Board after the transaction were Board members immediately before the transaction; and
|
|
—
|
the acquisition by any person (with certain exceptions) of 30% or more of the combined voting power of the Company’s outstanding voting securities.
|
The following table shows the value of accelerated vesting of stock options and stock awards under the Stock Plan and of Company contributions under the DCP that would have been provided to the named executive officers in the event that a change in control of the Company had occurred immediately after the close of business on January 31, 2014.
|
Vesting Upon Change in Control
With or Without Termination of Employment
|
|||
|
Name
|
Early Vesting of
Deferred
Compensation
Plan ($)
|
Early Vesting of
Stock Options
($) (1)
|
Early Vesting
of Stock
Awards ($) (2)
|
|
Efraim Grinberg
|
472,474
|
911,166
|
1,410,491
|
|
Sallie DeMarsilis
|
54,565
|
268,347
|
430,690
|
|
Richard Coté
|
230,773
|
543,734
|
1,248,279
|
|
Frank Morelli
|
51,123
|
262,772
|
432,879
|
|
Timothy Michno
|
0
|
128,942
|
225,519
|
|
(1)
|
The value of early vesting of stock options was determined based on the extent by which the exercise price of the subject options exceeded $37.75/share, which was the closing price of the Company’s Common Stock as reported on the NYSE on January 31, 2014.
|
|
(2)
|
The value of early vesting of stock awards was determined based on a value of $37.75/share (which was the closing price of the Company’s Common Stock as reported on the NYSE on January 31, 2014).
|
32
Death or Disability; Retirement
If any of the named executive officers had died, become permanently disabled or retired on January 31, 2014, their unvested stock options and stock awards granted under the Stock Plan would have immediately vested on that date. Retirement triggers immediate vesting (i) under the Stock Plan provided that the retiring employee is at least the age of 65 and (ii) under both the Stock Plan and the DCP if the retiring employee is at least the age of 55 and has been employed continuously by the Company for at least 10 years and the Compensation Committee approves the immediate vesting. As part of its approval, the Compensation Committee may impose any conditions as it deems to be appropriate which are not inconsistent with the express terms of the subject plan, including covenants dealing with non-competition, non-disparagement, non-solicitation and confidentiality. The values of such early vesting under both plans as of January 31, 2014 are shown in the table above.
DIRECTOR COMPENSATION
No executive officer of the Company receives any additional compensation for serving
on the Board of Directors. The annual compensation paid to the independent directors for fiscal 2014 consisted of a $60,000 cash component and an equity component valued at approximately $70,000 in the form of a stock award, cliff-vesting in one year. In addition, the annual fees paid to the committee chairpersons were as follows: Audit: $15,000; Compensation and Nominating/Corporate Governance: $10,000. In addition, the annual fee paid to the lead director was $20,000. The cash compensation is paid quarterly and the equity grant is made once each year in April.
The following table shows the cash amounts and the value of other compensation paid to each non-employee director (except Mr. Bridgman who was first appointed to the Board on February 20, 2014) in respect of fiscal 2014:
|
Name
|
Fees Earned or
Paid in Cash
($)
|
Stock
Awards
(1)
($)
|
Option
Awards
($)
|
Total
($)
|
|
(a)
|
(b)
|
(c)
|
(d)
|
(h)
|
|
Margaret Hayes Adame
|
60,000
|
69,782
|
-
|
129,782
|
|
Alan H. Howard
|
90,000
|
69,782
|
-
|
159,782
|
|
Richard Isserman
|
75,000
|
69,782
|
-
|
144,782
|
|
Nathan Leventhal
|
70,000
|
69,782
|
-
|
139,782
|
|
Maurice Reznik
|
60,000
|
69,782
|
-
|
129,782
|
|
(1)
|
Amounts shown do not reflect compensation actually received by the director. Instead the dollar value of these awards represents the fair value of the stock award on the date of grant calculated in accordance with FASB ASC Topic 718 (previously FAS 123(R)).
Assumptions used in calculating these amounts are described in Note 10 to the Company’s audited financial statements for the fiscal year ended January 31, 2014, included in our Annual Report on Form 10-K filed with the SEC on March 28, 2014.
Each non-employee director was granted one stock award in fiscal 2014 for 2,300 shares of the Company’s Common Stock. At January 31, 2014 each non-employee director held no other stock awards except this one, unvested stock award.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Alex Grinberg, a beneficial owner of more than five percent of the Company’s Class A Common Stock and the brother of Efraim Grinberg, is the Company’s Senior Vice President Customer/Consumer Centric Initiatives
33
in the United States and earned $310,576 in salary in fiscal 2014. In addition, as a participant in the Company’s Annual Incentive Compensation Plan and the Stock Plan, Mr. Alex Grinberg received a cash bonus of $142,500 in respect of fiscal 2014 and an award of 1,215 time-vesting shares last year, subject to the same terms and conditions applicable to similar awards made to the other participants in those plans. Mr. Alex Grinberg is also a member of the Board of Directors.
Mr. David Phalen is the spouse of Miriam Phalen, a beneficial owner of more than five percent of the Company’s Class A Common Stock, and the brother-in-law of Efraim Grinberg. Mr. Phalen is President of Movado
Retail Group, Inc. and earned $413,461 in salary in fiscal 2014. In addition, as a participant in the Company’s Annual Incentive Compensation Plan and the Stock Plan, Mr. Phalen received a cash bonus of $210,000 in respect of fiscal 2014 and an award of 1,607 time-vesting shares last year, subject to the same terms and conditions applicable to similar awards made to the other participants in those plans.
The Board of Directors has adopted a code of business conduct and ethics which provides for the review, approval and ratification of transactions with the Company (or any of its subsidiaries) in which any officer or employee of the Company or any of its subsidiaries or any director has any direct or indirect material interest. Such transactions involving any executive officer of the Company or any member of the Board of Directors are referred to the Nominating/Corporate Governance Committee. Other transactions are referred to the Company’s General Counsel. In each case, the standard applied under the Company’s code is whether the transaction, when considered in the context of all the relevant facts and circumstances, including the person’s position with the Company, the nature of the transaction and the amount involved, could reasonably appear to present a conflict of interest.
EQUITY COMPENSATION PLAN INFORMATION
The table below sets forth information with respect to shares of Common Stock that may be issued under the Company’s equity compensation plans as of January 31, 2014.
|
Plan category
|
Number of Securities to be
Issued Upon Exercise of
Outstanding Options, Warrants
and Rights
|
Weighted-Average
Exercise Price of Outstanding Options,
Warrants and Rights
|
Number of Securities
Remaining Available For
Future Issuance Under
Equity Compensation Plans
(Excluding securities
Reflected in Column (a))
|
| (a) |
(b)
|
(c)
|
|
|
Equity compensation plans
approved by security
holders (1)
|
980,419 (2) |
$ 26.24 (3)
|
3,524,053 (4)
|
|
Equity compensation plans
not approved by
security holders (5)
|
32,799
|
Not Applicable
|
-
|
|
Total
|
1,013,218 |
$ 26.24
|
3,524,053
|
____________________
|
(1)
|
Includes the Stock Plan and the DCP.
|
|
(2)
|
Includes 902,576 shares of Common Stock issuable upon the exercise of options and the vesting of stock awards outstanding under the Stock Plan and 77,843 phantom stock units issuable as 77,843 shares of Common Stock under the DCP.
|
|
(3)
|
Weighted average exercise price of options outstanding under the Stock Plan.
|
|
(4)
|
Number of shares available for issuance under the Stock Plan as options and as other share based awards. The DCP does not provide for a limit on the number of phantom stock units available for issuance.
|
|
(5)
|
The Company’s 401(k) Plan, described in Note 11 to the Company’s consolidated financial statements, included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2014.
|
34
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
Notwithstanding anything to the contrary set forth in any of the Company’s previous or future filings under the Securities Act of 1933, as amended, or the Exchange Act, the following report of the Audit Committee shall not be deemed to be incorporated by reference into any such filing and shall not otherwise be deemed filed under such acts.
The Audit Committee has reviewed and discussed with the Company’s management and with PricewaterhouseCoopers LLP (“PWC”), the evaluation by PWC of the Company’s internal control over financial reporting and the audited financial statements of the Company for the fiscal year ended January 31, 2014. The Audit Committee has discussed with PWC the matters required to be discussed under the standards of the Public Company Accounting Oversight Board (United States).
The Audit Committee has also received the written disclosures and the letter from PWC required by the applicable requirements of the Public Company Accounting Oversight Board and the Audit Committee has discussed the independence of PWC with that firm.
Based on the Audit Committee’s review and discussions noted above, the Committee recommended to the Board of Directors that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2014 for filing with the SEC.
The Committee and the Board also have recommended, subject to shareholder approval, the selection of PWC as the Company’s independent auditors for fiscal 2015.
Members of the Audit Committee:
Richard Isserman (chairman)
Peter A. Bridgman
Alan H. Howard
Maurice Reznik
FISCAL 2014 AND 2013 AUDIT AND RELATED FEE SUMMARY
The following table presents the aggregate fees billed for professional services rendered by the Company’s independent auditors, PricewaterhouseCoopers LLP, in the “audit fees”, “audit related fees”, “tax fees”, and “all other fees” categories, in each case as such terms are defined by the SEC, for the fiscal years ended January 31, 2013 and 2014.
|
Year
|
A
udit ($)
|
Audit Related ($)
|
Tax ($)
|
All Other ($)
|
Total ($)
|
|
2013
|
1,761,512
|
-
|
-
|
2,000
|
1,763,512
|
|
2014
|
1,958,000
|
-
|
-
|
2,000
|
1,960,000
|
Audit fees include fees for audit or review services in accordance with generally accepted auditing standards and fees for services that generally only the Company’s auditors provide, such as statutory audits and review of documents filed with the SEC.
All other fees are subscription fees for the use of the independent auditors’ database of authoritative literature and accounting and financial guidance.
The Audit Committee reviews and approves all audit and non-audit services to be rendered in every instance by the Company’s independent auditors before such auditors are engaged to render any such services. Therefore the Audit Committee has not adopted a pre-approval policy with respect to such services.
PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF ACCOUNTANTS
The Audit Committee has appointed PricewaterhouseCoopers LLP to be the Company's independent accountants for the year ending January 31, 2015, subject to ratification of such appointment by the Company’s shareholders. PricewaterhouseCoopers LLP has served as the Company's independent accountants since fiscal year 1977 and is considered by the Audit Committee and the Board to be well qualified. Representatives of
35
PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting. Such representatives will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.
The Board recommends that the shareholders vote FOR such ratification. Proxies solicited by the Board will be so voted unless shareholders specify in their proxies a contrary choice.
PROPOSAL 3 – APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE COMPANY’S EXECUTIVE PERFORMANCE PLAN
On May 5, 2014, the Compensation Committee of the Board of Directors of the Company unanimously approved the adoption of an amendment and restatement, effective February 1, 2014, of the Movado Group, Inc. Executive Performance Plan (the "Executive Plan"), previously amended and restated effective February 1, 2011 (the “2011 Plan”) and originally established effective February 1, 2001 and recommended that the Executive Plan be submitted to the Company's shareholders for approval at the Annual Meeting. The following summary is qualified in its entirety by reference to the complete text of the Executive Plan, which is attached hereto as Appendix A. Capitalized terms used but not defined herein shall have the meanings set forth in the Executive Plan.
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code") generally does not allow publicly held companies to obtain tax deductions for compensation of more than $1 million paid in any year to their chief executive officer, or any of their other three most highly compensated executive officers, excluding the principal financial officer ("Covered Employees"), unless such payments are "performance-based" in accordance with conditions specified under Section 162(m) of the Code and the Treasury Regulations promulgated thereunder. One of those conditions requires the Company to obtain stockholder approval of the material terms of the performance goals set by a committee of outside directors. The 2011 Plan was approved by the Company's shareholders at the 2011 Annual Meeting but that plan provides by its terms that it automatically expires on January 31, 2016. The Board of Directors is recommending that the shareholders approve the terms of the Executive Plan as described below, the effect of which would be to extend the termination date of the Executive Plan to January 31, 2019 and expand the performance criteria for awards under the Executive Plan to match the performance criteria for performance awards under the Company’s Stock Plan. Subject to such approval, and if the applicable performance goals are satisfied, this proposal would enable the Company to continue to pay performance-based compensation to Covered Employees and to obtain tax deductions for such payments, without regard to the limitations of Section 162(m) of the Code.
Purpose of the Executive Plan
The purpose of the Executive Plan is to establish a program of incentive compensation for the Covered Employees that is directly related to the performance results of the Company. The Executive Plan provides for annual incentives to be awarded to Covered Employees, as described below.
Administration
The Executive Plan is administered by the Compensation Committee of the Board of Directors (the "Committee"). The Committee is composed of two or more members of the Board, each of whom is required to be an "outside director" (within the meaning of Section 162(m) of the Code). The Committee has the authority that may be necessary or helpful to enable it to discharge its responsibilities with respect to the Executive Plan, including authority to establish the maximum bonus award which may be earned by each Covered Employee, to establish the performance goals upon which such bonus awards shall be based, calculate and determine each Covered Employee’s level of attainment of such performance goals, and calculate the bonus award for each Covered Employee based upon such level of attainment.
The Executive Plan will be effective as of February 1, 2014, subject to approval of the stockholders, as requested herein. The Executive Plan will terminate on January 31, 2019.
Bonus Awards and Performance Goals
The Executive Plan provides that for each fiscal year (the "Performance Period"), no bonuses shall be payable thereunder to the Covered Employees unless the performance goals based on Performance Criteria for the
36
Performance Period are achieved. If the performance goal is met or exceeded for any Performance Period, the maximum aggregate bonus amount payable to all of the Covered Employees may not exceed a total of $5 million which also means that no individual Covered Employee may receive more than that amount for any Performance Period and if that total maximum amount were to be paid to any one such Covered Employee for any Performance Period then the other Covered Employees could not be paid any bonus under the Executive Plan for that Performance Period. The Committee retains the right to reduce or eliminate entirely any bonus payments to any or all of the Covered Employees. If the minimum performance goal for a Performance Period is not met, no bonus payments will be made to the Covered Employees under the Executive Plan.
Amendment to Plan
The Committee may amend, suspend or terminate the Executive Plan at any time; provided that no amendment may be made without the approval of the Company's shareholders if the effect of such amendment would be to cause outstanding or pending bonus awards that are intended to qualify for the performance-based compensation exception to Section 162(m) of the Code to cease to qualify for such exception.
New Plan Benefits
Because amounts payable under the Executive Plan are based on satisfaction of certain performance goals in each applicable Performance Period, it cannot be determined at this time what amounts, if any will be received by any of the Covered Employees with respect to the 2015 fiscal year under the Executive Plan.
Required Vote
Approval of the Executive Plan requires the affirmative vote of the holders of a majority in voting power of the outstanding shares of Capital Stock present in person or represented by proxy and entitled to vote at the Annual Meeting.
The Board recommends that shareholders vote FOR approval and adoption of the Amended and Restated Executive Performance Plan.
Proxies solicited by the Board will be so voted unless shareholders specify in their proxies a contrary choice.
PROPOSAL 4 – ADVISORY APPROVAL OF EXECUTIVE COMPENSATION
In accordance with Section 14A of the Exchange Act and the related rules of the SEC and as a matter of good corporate governance, a proposed resolution will be presented at the Annual Meeting asking our shareholders to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis
(“CD&A”)
, the Summary Compensation Table and the related compensation tables, notes and narrative in the Proxy Statement for the Company’s 2014 Annual Meeting of Shareholders.
As set forth in the CD&A, above, the Company has designed its compensation programs to: (i) properly incentivize executive officers to accomplish the short- and long-term objectives of the Company, (ii) be in line with prevailing pay practices and overall compensation levels at other companies with which the Company competes for executive-level talent, (iii) reward our executives for their individual performance as well as the performance of their respective business units and the Company overall and (iv) retain our executive officers and key management employees. Although
the vote to approve executive compensation is purely advisory and non-binding, the Board values the opinions of our shareholders and will consider the results of the vote in determining the compensation of the named executive officers and the Company’s compensation programs generally. The vote is not intended to address any specific item of compensation but rather the overall compensation of our named executive officers and the policies and practices described in this proxy statement. If any shareholder wishes to communicate with the Board regarding executive compensation, the Board can be contacted using the procedures outlined in “
Communications with the Board of Directors
” set forth in this proxy statement.
Accordingly, we are asking for shareholder approval of the following resolution:
37
“RESOLVED, that the compensation of the Company’s named executive officers as described under “Compensation Discussion and Analysis,” the compensation tables and the narrative discussion associated with the compensation tables in the Company’s proxy statement for its 2014 Annual Meeting of Shareholders is hereby APPROVED.”
The Board recommends a vote FOR the approval, on an advisory basis,
of the compensation paid by the Company to the named executive officers as disclosed in this proxy statement
.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's executive officers, directors, and persons who own more than 10% of a registered class of the Company's equity securities (the "10% Stockholders") to file reports of ownership and changes of ownership with the SEC. The Company assists its directors, officers and certain 10% Stockholders by assisting in their completion of Section 16 reports and filing these reports on their behalf. The Company’s executive officers, directors and 10% Stockholders timely complied with all such filing requirements applicable to them last fiscal year with respect to their beneficial ownership of the Company’s securities, except that a Form 5 filed by Mr. Coté, reporting a gift to a trust for the benefit of his children, that should have been filed by March 18, 2013, was inadvertently filed late on April 5, 2013. In addition, Form 4s filed on behalf of the named executive officers, the members of the Board of Directors and Ms. Phalen reporting equity grants made on April 19, 2013 were inadvertently filed one day late.
OTHER MATTERS
The Board of Directors, at the time of the preparation of this proxy statement, knows of no business to come before the Annual Meeting other than that referred to herein. If any other business should come before the Annual Meeting, the persons named in the enclosed proxy will have discretionary authority to vote all proxies received and not theretofore revoked in accordance with their best judgment.
Upon the written request of any record holder or beneficial owner of Common Stock or Class A Common Stock entitled to vote at the Annual Meeting, the Company, without charge, will provide a copy of its Annual Report on Form 10-K for the fiscal year ended January 31, 2014, as filed with the SEC. Requests should be directed to Timothy F. Michno, Secretary, Movado Group, Inc., 650 From Road, Ste. 375, Paramus, New Jersey 07652-3556.
May 8, 2014
38
Appendix A
MOVADO GROUP, INC. EXECUTIVE PERFORMANCE PLAN
(Amended and Restated as of February 1, 2014)
I. Purpose
The purpose of the Plan is to establish a program of incentive compensation for the Company’s Covered Employees that is directly related to the performance results of the Company and/or its subsidiaries and such employees. The Plan provides annual incentives, contingent upon continued employment and meeting certain corporate goals, to certain key executives who make substantial contributions to the Company and/or its subsidiaries.
This Plan is an amendment and restatement of the Movado Group, Inc. Executive Performance Plan, originally established effective February 1, 2001, subsequently amended and restated effective February 1, 2007 and further subsequently amended and restated effective February 1, 2011 (the “2011 Plan”).
II. Definitions
“BOARD” means the Board of Directors of the Company.
“BONUS AWARDS” means the awards which are intended to qualify for the performance-based compensation exception to Section 162(m) of the Code, as further described in Article VI, and which shall be payable under this Plan for any Performance Period only if the Performance Criteria for such Performance Period are met or exceeded and if and to the extent the Committee, in its discretion, authorizes such payment to be made. Bonus Awards for all Covered Employees may not exceed, in the aggregate, the maximum amount of five million dollars ($5 million) in any Performance Period. Therefore, for the avoidance of doubt, no individual Covered Employee may receive more than $5 million for any Performance Period and if the total maximum aggregate Bonus Awards amount of $5 million were to be paid to any one such Covered Employee for any Performance Period than the other Covered Employees could not be paid any Bonus Awards for that Performance Period.
“CODE” means the Internal Revenue Code of 1986, as amended.
“COMMITTEE” means a committee selected by the Board to administer the Plan and composed of not less than two directors, each of whom is an “outside director” (within the meaning of Section 162(m) of the Code). If at any time such a Committee has not been so designated, the Compensation Committee of the Board shall constitute the Committee or if there shall be no Compensation Committee of the Board, the Board shall constitute the Committee, in each case solely to the extent that each member of the Committee shall be such an “outside director”.
“COMPANY” means Movado Group, Inc.
“COVERED EMPLOYEES” means, as determined as of each January 31, the last day of the Company’s taxable year, the Company’s principal executive officer (or an individual acting in such capacity) and the other three most highly compensated executive officers of the Company whose compensation is or may be required to be disclosed under Item 402 of Regulation S-K pursuant to the Securities Exchange Act of 1934, as amended (excluding for this purpose, the Company’s principal executive officer and its principal financial officer). For each Performance Period, the Committee shall designate in writing such other three most highly compensated executive officers who are eligible to participate in the Plan for such period.
“DESIGNATED BENEFICIARY” means the beneficiary or beneficiaries designated in accordance with Article XII hereof to receive the amount, if any, payable under the Plan upon the Covered Employee’s death.
“PERFORMANCE CRITERIA” means the performance objectives of the Company or its subsidiaries during a Performance Period established for the purpose of determining whether, and to what extent, Bonus Awards will be earned for a Performance Period. To the extent a Bonus Award is intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Performance Criteria may be based on the attainment of specific levels of performance of the Company (and/or one or more of its affiliates, divisions or operational and/or business units, product lines, brands, business segments, administrative departments, units, or any combination of the foregoing) and shall be established with reference to one or more of the following: (i) net earnings or net income (before or after taxes); (ii) basic or diluted earnings per share (before or after taxes); (iii) net revenue or net revenue growth; (iv) gross revenue or gross revenue growth, gross profit or gross profit growth; (v) net operating profit (before or after taxes); (vi) return measures (including, but not limited to, return on investment, assets, capital, gross
39
revenue or gross revenue growth, invested capital, equity, or sales); (vii) cash flow (including, but not limited to, operating cash flow, free cash flow, and cash flow return on capital), which may but are not required to be measured on a per share basis; (viii) earnings before or after taxes, interest, depreciation and/or amortization (including EBIT and EBITDA); (ix) gross or net operating margins; (x) productivity ratios; (xi) share price (including, but not limited to, growth measures and total shareholder return); (xii) expense targets or cost reduction goals, general and administrative expense savings; (xiii) margins; (xiv) operating efficiency; (xv) objective measures of customer satisfaction; (xvi) working capital targets; (xvii) measures of economic value added or other ‘value creation’ metrics; (xviii) inventory control; (xix) enterprise value; (xx) sales; (xxi) stockholder return; (xxii); client retention; (xxiii) competitive market metrics; (xxiv) employee retention; (xxv) timely completion of new product rollouts; (xxvi) timely launch of new facilities; (xxvii) objective measures of personal targets, goals or completion of projects (including but not limited to succession and hiring projects, completion of specific acquisitions, reorganizations or other corporate transactions or capital-raising transactions, expansions of specific business operations and meeting divisional or project budgets); (xxviii) system-wide revenues; (xxix) royalty income; (xxx) cost of capital, debt leverage year-end cash position or book value; (xxxi) strategic objectives, development of new product lines and related revenue, sales and margin targets, or international operations; or (xxxii) any combination of the foregoing.
“PERFORMANCE PERIOD” means each fiscal year of the Company, which is the 12-month period beginning February 1st and ending January 31st.
“PLAN” means the Movado Group, Inc. Executive Performance Plan, as amended and restated as of February 1, 2014.
III. Administration
Except as otherwise herein expressly provided, full power and authority to construe, interpret, and administer the Plan shall be vested in the Committee, including the power to amend or terminate the Plan as further described in Article XV. The Committee may at any time adopt such rules, regulations, policies, or practices as, in its sole discretion, it shall determine to be necessary or appropriate for the administration of, or the performance of its respective responsibilities under, the Plan. The Committee may at any time amend, modify, suspend, or terminate such rules, regulations, policies, or practices.
IV. Bonus Awards
The Committee, based upon information to be supplied by management of the Company and, where determined as necessary by the Board, the ratification of the Board, will establish for each Performance Period a maximum award (and, if the Committee deems appropriate, a threshold and target award) and Performance Criteria for each Covered Employee and communicate such award levels and criteria to each Covered Employee prior to or during the Performance Period for which such award may be made. The Committee may during the first 90 days of a Performance Period (or within the maximum period allowed under Section 162(m) of the Code), or at any time thereafter if the change would not cause any Bonus Award to fail to qualify as “performance-based compensation” under Section 162(m), make such adjustments to Performance Criteria as it may deem appropriate to reflect any of the following events: (i) asset write-downs; (ii) litigation or claim judgments or settlements; (iii) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (iv) any reorganization and restructuring programs; (v) extraordinary nonrecurring items as described in Accounting Standards Codification Topic 225-20 (or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to shareholders for the applicable year; (vi) acquisitions or divestitures; (vii) any other specific unusual or nonrecurring events, or objectively determinable category thereof; (viii) foreign exchange gains and losses; (ix) discontinued operations and nonrecurring charges; and (x) a change in the Company’s fiscal year. Bonus Awards will be earned by each Covered Employee based upon the level of attainment of his or her Performance Criteria during the applicable Performance Period. In no event shall the Committee have any discretion to increase the Bonus Awards payable to the Covered Employees but the Committee may reduce the amount of any Bonus Award in its sole and absolute discretion. As soon as practicable after the end of the applicable Performance Period, the Committee shall determine the level of attainment of the Performance Criteria for each Covered Employee and the Bonus Award to be made to each Covered Employee.
V. Payment and Recovery of Bonus Awards
The amount of any Bonus Awards earned during any Performance Period shall be determined by the Committee and any such Bonus Awards shall be paid as soon as practicable following the end of such Performance Period, but in no event later than March 15th of the calendar year immediately following the calendar year in which the Performance
40
Period ends. Payment of Bonus Awards shall be made in the form of cash or, as otherwise determined by the Committee, in shares of Common Stock of the Company. Bonus Award amounts earned but not yet paid will not accrue interest. Insofar as the Securities and Exchange Commission adopts rules under Section 10D of the Securities Exchange Act of 1934 (“10D Rules”) applicable to any Bonus Award, the Company shall recover from the Covered Employee, and, on demand from the Company, the Covered Employee shall remit to the Company, all or such portion of such Bonus Award as shall be determined pursuant to any policy or amendment to the Plan that the Company shall adopt pursuant to such 10D Rules, which determination shall conclusively bind any person having an interest under the Plan.
VI. 162(m) Requirements
Each Bonus Award awarded under the Plan shall meet the criteria for qualification as a 162(m) award and will be subject to the following requirements, notwithstanding any other provision of the Plan to the contrary:
1. No Bonus Award may be paid unless and until the shareholders of the Company have approved the Plan in a manner which complies with the shareholder approval requirements of Section 162(m) of the Code.
2. Bonus Awards may only be made by a Committee which is comprised solely of not less than two directors, each of whom is an “outside director” (within the meaning of Section 162(m) of the Code).
3. The performance goals to which a Bonus Award is subject must be based solely on Performance Criteria. Such performance goals, and the maximum, target and/or threshold (as applicable) Bonus Award amounts payable upon attainment thereof, must be established by the Committee within the time limits required in order for the Bonus Award to qualify for the performance-based compensation exception to Section 162(m) of the Code.
4. No Bonus Award may be paid until the Committee has certified in writing the level of attainment of the applicable Performance Criteria.
5. Bonus Awards for all Covered Employees may not exceed in the aggregate the maximum amount of five million dollars ($5 million) in any Performance Period.
VII. Termination of Employment
A Covered Employee shall be eligible to receive payment of his or her Bonus Award earned during a Performance Period, so long as the Covered Employee is employed on the last day of such Performance Period, notwithstanding any subsequent termination of employment prior to the actual payment of the Bonus Award. In the event of a Covered Employee’s death after the last date of the Performance Period and prior to the payment of a Bonus Award which has been earned, such payment shall be made to the Covered Employee’s Designated Beneficiary. If a Covered Employee dies without a Designated Beneficiary surviving, the Covered Employee’s spouse shall be deemed to be such Covered Employee’s Designated Beneficiary, but if the deceased Covered Employee does not have a spouse surviving, then such Covered Employee’s issue, per stirpes, shall be deemed to be such Covered Employee’s Designated Beneficiary, but if the deceased Covered Employee has neither spouse nor issue surviving then such Covered Employee’s estate shall be deemed to be such Covered Employee’s Designated Beneficiary.
VIII. Reorganization or Discontinuance
The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company. The Company will make appropriate provision for the preservation of Covered Employees’ rights under the Plan in any agreement or plan which it may enter into or adopt to effect any such merger, consolidation, reorganization or transfer of assets.
If the business conducted by the Company shall be discontinued, any previously earned and unpaid Bonus Awards under the Plan shall become immediately payable to the Covered Employees then entitled thereto.
IX. Non-Alienation of Benefits
Covered Employee may not assign, sell, encumber, transfer or otherwise dispose of any rights or interests under the Plan except by will or the laws of descent and distribution. Any attempted disposition in contravention of the preceding sentence shall be null and void.
X. No Claim or Right to Plan Participation
No employee or other person shall have any claim or right to be selected as a Covered Employee under the Plan. Neither the Plan nor any action taken pursuant to the Plan shall be construed as giving any employee any right to be retained in the employ of the Company.
41
XI. Taxes
The Company shall deduct from all amounts paid under the Plan all federal, state, local and other taxes required by law to be withheld with respect to such payments.
XII. Designation and Change of Beneficiary
Each Covered Employee may indicate upon notice to him or her by the Committee of his or her right to receive a Bonus Award a designation of one or more persons as the Designated Beneficiary who shall be entitled to receive the amount, if any, payable under the Plan upon the death of the Covered Employee. Such designation shall be in writing on a form prescribed by the Committee. A Covered Employee may, from time to time, revoke or change his or her Designated Beneficiary without the consent of any prior Designated Beneficiary by filing a written designation with the Committee. The last such designation received by the Committee shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Covered Employee’s death, and in no event shall it be effective as of a date prior to such receipt.
XIII. Payments to Persons Other Than the Covered Employee
If the Committee shall find that any person to whom any amount is payable under the Plan is unable to care for his or her affairs because of incapacity, illness or accident, or has died, then any payment due to such person or his or her estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee so directs, be paid to his or her spouse, a child, a relative, an institution maintaining or having custody of such person, or any other person deemed by the Committee, in its sole discretion, to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall be a complete discharge of the liability of the Company therefor.
XIV. No Liability of Committee Members
No member of the Committee shall be personally liable by reason of any contract or other instrument related to the Plan executed by such member or on his or her behalf in his or her capacity as a member of the Committee, nor for any mistake of judgment made in good faith, and the Company shall indemnify and hold harmless each employee, officer, or director of the Company to whom any duty or power relating to the administration or interpretation of the Plan may be allocated or delegated, against any cost or expense (including legal fees, disbursements and other related charges) or liability (including any sum paid in settlement of a claim with the approval of the Board) arising out of any act or omission to act in connection with the Plan unless arising out of such person’s own fraud or bad faith.
XV. Termination or Amendment of the Plan
The Committee may amend, suspend or terminate the Plan at any time; provided that no amendment may be made without the approval of the Company’s shareholders if the effect of such amendment would be to cause outstanding or pending Bonus Awards to cease to qualify for the performance-based compensation exception to Section 162(m) of the Code. The 2011 Plan provided that it would automatically terminate on January 31, 2016. Subject to shareholder approval in accordance with Section 162(m) of the Code, this amendment and restatement of the Plan extends the automatic termination date to January 31, 2019.
XVI. Unfunded Plan
Covered Employees shall have no right, title, or interest whatsoever in or to any investments which the Company may make to aid it in meeting its obligations under the Plan. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Covered Employee, Beneficiary, legal representative or any other person. To the extent that any person acquires a right to receive payments from the Company under the Plan, such right shall be no greater than the right of an unsecured general creditor of the Company. All payments to be made hereunder shall be paid from the general funds of the Company and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts except as expressly set forth in the Plan.
The Plan is not intended to be subject to the Employee Retirement Income Security Act of 1974, as amended.
XVII. Governing Law
The terms of the Plan and all rights thereunder shall be governed by and construed in accordance with the laws of the State of New York without reference to principles of conflict of laws.
42
XVIII. Effective Date
The original effective date of the Plan was February 1, 2001, and the effective date of the Plan as amended and restated herein is February 1, 2014.
43
MOVADO GROUP, INC.
C/O BROADRIDGE
PO BOX 1342
BRENTWOOD, NY 11717
|
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to help us reduce our costs for mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
|
|
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
x
|
KEEP THIS PORTION FOR YOUR RECORDS
|
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
|
For
All
|
Withhold
All
|
For All
Except
|
To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.
|
||
|
The Board of Directors recommends you vote
FOR the following:
|
|||||
| o | o | o |
|
1.
|
Election of Directors
Nominees
|
||||||||
|
01
|
Margaret Hayes Adame
|
02
|
Peter A. Bridgman
|
03
|
Richard Coté
|
04
|
Alex Grinberg
|
05
|
Efraim Grinberg
|
|
06
|
Alan H. Howard
|
07
|
Richard Isserman
|
08
|
Nathan Leventhal |
09
|
Maurice Reznik
|
|
|
|
The Board of Directors recommends you vote FOR proposals 2, 3 and 4.
|
For
|
Against
|
Abstain
|
||
|
2.
|
To ratify the selection of PricewaterhouseCoopers LLP as the Company's independent accountants for the fiscal year ending January 31, 2015
|
o | o | o | |
|
3.
|
To approve an amendment and restatement of the Company's Executive Performance Plan, originally established effective February 1, 2001 and subsequently amended and restated effective February 1, 2014.
|
o | o | o | |
| 4. |
To approve, on an advisory basis, the compensation of the Company's named executive officers, as described in the proxy statement under "Executive Compensation".
|
o | o | o | |
NOTE
: To transact such other business as may properly come before the meeting or any adjournment thereof.
|
Yes
|
No
|
||
|
Please indicate if you plan to attend this meeting
|
o | o |
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.
|
Signature [PLEASE SIGN WITHIN BOX]
|
Date
|
Signature (Joint Owners)
|
Date
|
0000214559_1 R1.0.0.51160
|
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Annual Report, Notice & Proxy Statement, Shareholder Letter is/are available at
www.proxyvote.com
.
|
|
MOVADO GROUP, INC.
THIS PROXY IS SOLICTED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS - June 19, 2014
The shareholder(s) hereby appoint(s) Timothy F. Michno and Sallie A. DeMarsilis, or either of them, as proxies, each with the power to appoint his or her substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock and class A Common Stock of MOVADO GROUP, INC. that the shareholder(s) is/are entitled to vote at the annual meeting of shareholders to be held at 10:00 AM, Eastern Time on June 19, 2014, at 25 West 39th Street, 15th Floor, New York, NY 10018, and any adjournment or postponement thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS AND FOR PROPOSALS 2,3 AND 4. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE
Continued and to be signed on reverse side
|
0000214559_2 R1.0.0.51160
TABLE OF CONTENTS