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Get filing alertsG-III awards performance equity to executives tied to 3-year profit and return targets
Filed May 4, 2026 · Period ending April 30, 2026 · ~1 min read
Key Changes
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CEO Morris Goldfarb received 115,163 performance share units, Vice Chairman Sammy Aaron received 86,372 units, with three other executives receiving smaller awards. Actual shares earned range from 0% to 150% based on performance.
Item 1.01 verify on EDGAR → -
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Vesting depends on cumulative Adjusted EBIT (75% weight) and average return on invested capital (25% weight) over fiscal 2027-2029. Executives must remain employed through April 15, 2029 to receive any shares.
Item 1.01 verify on EDGAR → -
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Awards granted under the company's 2023 Long-Term Incentive Plan with settlement occurring within 90 days after the April 2029 vesting date.
Item 1.01 verify on EDGAR →
Summary
G-III Apparel granted performance-based equity awards to five senior executives including CEO Morris Goldfarb and Vice Chairman Sammy Aaron. These awards will convert to actual shares only if the company meets specific financial targets over the next three fiscal years ending in 2029.
The performance metrics are weighted 75% toward cumulative earnings before interest and taxes and 25% toward average return on invested capital. For retail investors, this signals management's confidence in multi-year growth prospects while creating alignment between executive pay and shareholder returns.
The structure means executives receive nothing if performance falls below threshold levels, but can earn up to 150% of target awards if the company exceeds goals. The three-year measurement period and employment requirement through April 2029 also serves as a retention mechanism for key leadership. Watch for G-III's fiscal 2027-2029 earnings reports to track progress against these targets. The company will need to disclose the specific EBIT and ROIC thresholds in future proxy filings, which will reveal what management considers achievable performance levels.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
G-III awarded performance share units to five executives, vesting based on 3-year Adjusted EBIT and ROIC targets through fiscal 2029.
Added in current filing · verify on EDGAR →
The PSUs will enable the Named Executive Officers to receive shares of our common stock if and to the extent that the PSU awards vest based on the Company’s performance against two metrics: three-year cumulative earnings before interest and taxes (“Adjusted EBIT”) and three-year average return on invested capital (“ROIC”), each of which is described further below.
Vesting depends on two financial metrics measured over fiscal 2027-2029: cumulative Adjusted EBIT (weighted 75%) and average ROIC (weighted 25%). The actual number of shares executives receive can range from 0% to 150% of the awarded PSUs depending on whether performance falls below threshold, meets target, or exceeds maximum levels.
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Added in current filing · verify on EDGAR →
If a Named Executive Officer’s PSUs vest based on satisfaction of the metrics as described above, settlement of the applicable award that has vested based upon the performance levels achieved will occur on or within 90 days after the time vesting date of April 15, 2029, contingent on continued employment or other service to the Company through this vesting date.
Executives must remain employed through April 15, 2029 to receive any vested shares. Settlement occurs within 90 days after that date. This creates a retention incentive extending nearly three years from the grant date and aligns executive compensation with long-term company performance.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
G-III disclosed PSU awards to five Named Executive Officers including CEO Morris Goldfarb.
Added in current filing · verify on EDGAR →
See “Item 1.01 Entry into a Material Definitive Agreement” above with respect to PSU awards to our Named Executive Officers, Morris Goldfarb, Sammy Aaron, Jeffrey Goldfarb, Dana Perlman and Neal S. Nackman.
The company granted Performance Stock Unit (PSU) awards to five Named Executive Officers: Morris Goldfarb, Sammy Aaron, Jeffrey Goldfarb, Dana Perlman, and Neal S. Nackman. The specific terms and details of these PSU awards are referenced in Item 1.01 of this filing, which is not included in the provided text.
Event · Item 9.01 — Financial Statements and Exhibits
G-III Apparel filed a new Form of Performance Share Unit Agreement for PSU awards as an exhibit.
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Added in current filing · verify on EDGAR →
10.1Form of Performance Share Unit Agreement for PSU awards.
The company filed a new form agreement governing performance share unit awards. This is a standard compensation document that establishes the terms under which PSUs are granted to executives or employees, typically tied to performance metrics.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 10, 2026 · How we verify