UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section 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)
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MOVADO GROUP, INC.

650 From Road, Ste. 375

Paramus, New Jersey 07652-3556

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

June 21, 2018

25, 2020
The 20182020 Annual Meeting of Shareholders of Movado Group, Inc. will be held on Thursday, June 21, 201825, 2020 at 10:00 a.m., local time, at the Company’s offices located at 25 West 39th39th Street, 15th15th Floor, New York, NY 1001810018. However, due to concerns regarding the COVID-19 outbreak and to assist in protecting the health and well-being of our shareholders, directors, and employees, the Company is making contingency plans to hold the Annual Meeting of Shareholders electronically rather than in person. We will implement these contingency plans only if the requirement under New York corporate law to hold an in-person meeting is waived by relevant governmental action and we deem a virtual-only meeting to be in the best interest of our shareholders, directors, and employees. If implemented, the virtual meeting format will allow shareholders the opportunity to vote their shares on the date of the Annual Meeting and to participate and ask questions during the meeting. We may also change the venue for the in-person meeting option if required by the circumstances. In any such case, we would notify our shareholders in advance on the www.virtualshareholdermeeting.com/MOV2020 website and by issuing a press release and filing it as additional proxy material with the Securities and Exchange Commission.
We encourage shareholders to visit the www.virtualshareholdermeeting.com/MOV2020 website for the most up-to-date information on the Annual Meeting, any procedures and limitations concerning in-person or virtual meeting attendees, and information regarding any government-imposed limits on public gatherings applicable to the Annual Meeting that may be in effect at that time.
The 2020 Annual Meeting of Shareholders is being held for the following purposes:
1.
To elect nineseven directors to serve on the Board of Directors 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 registered public accounting firm for the fiscal year ending January 31, 2019.2021.

3.
To approve, on an advisory basis, the compensation of the Company’s named executive officers, as described in the proxy statement under “Executive Compensation.”

4.
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 May 1, 2018April 30, 2020 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, 20182020 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 12, 2020
May 11, 2018​​
By order of the Board of Directors
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/s/ Mitchell C. Sussis
​​
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.
MOVADO GROUP, INC.


PROXY STATEMENT


Annual Meeting of Shareholders of Movado Group, Inc. to be held on Thursday, June 21, 2018
25, 2020

Some Questions You May Have Regarding This Proxy Statement

What is the purpose of these materials?
The Board of Directors (the “Board of Directors”) of Movado Group, Inc. (the “Company”) is soliciting proxies for our 20182020 Annual Meeting of Shareholders (the “Annual Meeting”). The Annual Meeting will be held on Thursday, June 21, 201825, 2020 at 10:00 a.m., local time, at the Company’s offices located at 25 West 39th Street, 15th Floor, New York, NY 10018.10018, subject to change as described in the Notice of Annual Meeting to which this proxy statement is attached. 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, 20182020 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 11, 2018.

12, 2020.
What proposals will be voted on at the Annual Meeting?

The three matters scheduled to be voted on at the Annual Meeting are:
1.
The election of nineseven directors to serve on the Board of Directors;

2.
The ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2019;2021; and
3.
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 at the close of business on May 1, 2018,April 30, 2020, 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 of Directors and has retained Broadridge Investor Communications Solutions, Inc. (“Broadridge”), professional proxy solicitors, to assist with the solicitation. We will pay the entire cost of this proxy solicitation, including the cost of preparing and mailing the Notice of Internet Availability of Proxy Material and the Proxy Statement and Broadridge’s fee, which we expect to be less than $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. At the close of business on May 1, 2018,April 30, 2020, the record date for determining the shareholders entitled to notice of, and to vote at, the Annual Meeting, there were 16,470,94416,520,133 shares of Common Stock outstanding and 6,626,9506,608,548 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 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.
1

How does the Board of Directors recommend that I vote?
The Board of Directors recommends that you vote:

1.
FOR the election of each of the director nominees;

2.
FOR the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current fiscal year; and

3.
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 to request 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 in 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
·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 also view the proxy materials for the Annual Meeting online at www.movadogroup.com by clicking on Investor CenterInvestors 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.person (unless the meeting format is switched to virtual-only as described in the Notice). If you vote online, by phone or by mailing 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 bank or broker in “street name,” you must bring a letter or account statement from the bank or broker to the Annual Meeting showing that you were the beneficial owner of the shares on May 1, 2018.

April 30, 2020. If the meeting format is switched to virtual-only as described in the Notice, you will also need this sort of evidence of ownership in order to vote at the virtual Annual Meeting.
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, or using any of the available methods for voting, with a later date;
·providing another proxy,notifying the Company’s Secretary in writing before the Annual Meeting that you wish to revoke your proxy; or 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.

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. There must be a quorum present in person or represented by proxy for the Annual Meeting to be held. Broker non-votes (as further described below) and abstentions are counted for purposes of determining whether a quorum is present.
2

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 on those matters and instead 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, brokerBroker non-votes can therefore 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 voting power present. Non-routine matters include the election of directors and the approval, on an advisory basis, of the 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 registered public accounting firm for fiscal 20192021 and (ii) 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 all of the aforementioned proposals, abstentions and broker non-votes will not be counted as votes cast in accordance with New York law. For this reason, abstentions and broker non-votes will have no effect on the election of directors. However, abstentions and broker non-votes will have the effect of votes against (i) the proposal to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 20192021 and (ii) the proposal 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 Mitchell C. Sussis, 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 Current Report on Form 8-K that we will file with the SEC within four business days after the date of the Annual Meeting.

How can I obtain information about the Company?

A copy of our fiscal 20182020 Annual Report on Form 10-K is available on our website at www.movadogroup.com.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, 2018 by visiting our website or by sending a request in writing to Mitchell C. Sussis, Corporate Secretary, at the Company’s address set forth in the Notice.
3
When are shareholder proposals due for consideration at next year’s annual meeting?

Under SEC rules, for shareholder proposals to be considered for inclusion in the proxy statement for the 20192021 Annual Meeting, they must be submitted in writing to our Corporate Secretary at Movado Group, Inc., 650 From Road, Ste. 375, Paramus, NJ 07652-3556, on or before January 11, 2019.13 2021. In addition, our by-laws provide that, for directors to be nominated or other proposals to be properly presented at the 20192021 Annual Meeting, an additional notice of any nomination or proposal must be received by us not less than 60 days nor more than 90 days before the Annual Meeting. If less than 70 days’ notice of our 20192021 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 20192021 Annual Meeting is made or the notice of the meeting is mailed, whichever occurs first.
34

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 Common Stock beneficially owned as of April 20, 201830, 2020 (except as otherwise noted in footnotes 2, 3, 4 and 5) by (i) each shareholder 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.
 
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Percent of Outstanding Shares of
Capital Stock
Name of Beneficial Owner
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Shares of Class
A Common
Stock
Beneficially
Owned(1)
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Shares of
Common Stock
Beneficially
Owned(1)
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Class A
Common
Stock(1)
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Common
Stock(1)
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Percent of
Total Voting
Power(1)
BlackRock Inc.(2)
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—
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2,623,373
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—
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15.46%
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3.16%
The Vanguard Group, Inc.(3)
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—
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1,771,296
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—
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10.44%
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2.13%
Dimensional Fund Advisors LP(4)
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—
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1,381,614
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—
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8.14%
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1.66%
Janus Henderson Group plc(5)
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—
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1,046,848
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—
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6.17%
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1.26%
Peter A. Bridgman
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—
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20,733
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—
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*
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*
Richard J. Coté(6)
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—
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232,228
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—
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1.37%
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*
Vivian D'Elia(7)
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—
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43,174
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—
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*
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*
Sallie A. DeMarsilis(8)
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—
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99,359
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—
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*
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*
Alexander Grinberg(9)
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4,039,850
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15,850
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61.13%
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*
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48.66%
Efraim Grinberg(10)
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5,920,779
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381,276
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89.59%
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2.25%
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71.74%
Alan H. Howard
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—
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42,429
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—
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*
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*
Richard Isserman
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—
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15,860
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—
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*
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*
Ann Kirschner
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—
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3,066
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—
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*
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*
Nathan Leventhal
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—
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20,384
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—
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*
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*
Frank A. Morelli(11)
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—
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93,891
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—
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*
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*
Miriam Phalen(12)
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3,977,926
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41,846
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60.19%
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*
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47.94%
Maurice S. Reznik
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—
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35,732
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—
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*
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*
Stephen Sadove
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—
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10,584
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—
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*
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*
Mitchell C. Sussis(13)
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—
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19,813
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—
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*
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*
All executive officers, directors and director nominees as a group (14 persons)(14)
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6,016,113
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1,027,952
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91.04%
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6.06%
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73.67%


        
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)
 
BlackRock Inc.(2)  -   2,052,460   -   12.29%  2.47%
The Vanguard Group, Inc.(3)  -   1,555,798   -   9.31%  1.88%
Dimensional Fund Advisors LP(4)  -   1,384,657   -   8.29%  1.67%
JPMorgan Chase & Co.(5)  -   896,801   -   5.37%  1.08%
Margaret Hayes Adame  -   36,039   -   *   * 
Peter A. Bridgman  -   14,772   -   *   * 
Richard J. Coté(6)  -   346,278   -   2.07%  * 
Vivian D'Elia(7)  -   30,422   -   *   * 
Sallie A. DeMarsilis(8)  -   62,727   -   *   * 
Alexander Grinberg(9)  4,161,540   14,243   62.80%  *   50.17%
Efraim Grinberg(10)  5,782,281   216,444   87.25%  1.30%  69.95%
Alan H. Howard  -   43,351   -   *   * 
Richard Isserman(11)  -   9,684   -   *   * 
Nathan Leventhal  -   14,565   -   *   * 
Frank A. Morelli(12)  -   72,306   -   *   * 
Miriam Phalen(13)  4,013,936   37,755   60.57%  *   48.42%
Maurice S. Reznik  -   26,911   -   *   * 
Mitchell C. Sussis  -   -   -   *   * 
All executive officers and directors as a group (13 persons)(14)  6,176,698   881,316   93.21%  5.28%  75.50%
* Denotes less than one percent

*
Denotes less than one percent
The address for Messrs. Bridgman, Coté, A. Grinberg, E. Grinberg, Howard, Isserman, Leventhal, Morelli, Quintero, Reznik, Sadove and Sussis and for Mses. Hayes Adame,Kirschner, D’Elia, DeMarsilis and Phalen is c/o Movado Group, Inc., 650 From Road, Ste. 375, Paramus, New Jersey 07652-3556.
4
(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. Except as otherwise indicated, the persons listed have advised the Company that they have sole voting power and sole dispositive power with respect to the shares of Class A Common Stock and of Common Stock indicated as owned by them.

(2)
On January 19, 2018,February 4, 2020, in a filing on Schedule 13G under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), BlackRock Inc. reported beneficial ownership as of December 31, 20172019 of 2,052,4602,623,373 shares of Common Stock. It reported having sole voting power as to 2,011,5682,575,063 of such shares, shared voting power as to none 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 55 East 52nd Street, New York, NY 10055.

(3)
On February 9, 2018,12, 2020, in a filing on Schedule 13G under the Exchange Act, The Vanguard Group, Inc. (“Vanguard”) reported beneficial ownership as of December 31, 20172019 of 1,555,7981,771,296 shares of Common Stock, as to which it reported having shared voting power of 1,455 shares; shared dispositive power of 17,33814,571 shares; sole voting power of 17,07815,660 shares; and sole dispositive power of 1,538,460 shares. Vanguard 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. Vanguard’s address is 100 Vanguard Boulevard, Malvern, PA 19355.
5
1,756,725 shares. Vanguard 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. Vanguard’s address is 100 Vanguard Boulevard, Malvern, PA 19355.
(4)
On February 9, 2018,12, 2020, in a filing on Schedule 13G under the Exchange Act, Dimensional Fund Advisors LP (“DFA”) reported beneficial ownership as of December 31, 20172019 of 1,384,6571,381,614 shares of Common Stock, as to all of which it has sole dispositive power. DFA reported having sole voting power as to 1,336,9011,337,113 of the shares and shared voting power as to none of the shares. DFA 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 DFA is Palisades West, Building One, 6300 Bee Cave Road, Austin, TX 78746.

(5)
On January 10, 2018,February 14, 2020, in a filing on Schedule 13G under the Exchange Act, JPMorgan Chase & Co.Janus Henderson Group plc (“JPM”Janus”) reported beneficial ownership as of December 31, 20172019 of 896,8011,046,848 shares of Common Stock, as to which it reported having sole dispositive power over all such shares; sole voting power over 812,551 such shares; and shared voting power over noneand shared dispositive power as to all of such shares. JPM alsoJanus 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 JPMJanus is 270 Park Avenue, New York, NY 10017.201 Bishopsgate EC2M 3AE, United Kingdom.

(6)
The total number of shares of Common Stock reported as beneficially owned by Mr. Coté includes 14,00038,435 shares which he has the right to acquire by the exercise of options under the Company’s 1996 Stock Incentive Plan as amended and restated as of April 4, 2013 (the “Stock Plan”). The total also includes 72,810 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 13,10019,000 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 shares held in trust for the benefit of his children and the shares held by the charitable foundation.

(7)
The total number of shares of Common Stock reported as beneficially owned by Ms. D’Elia includes 14,96023,970 shares which she has the right to acquire by the exercise of options under the Company’s Stock Plan.

(8)
The total number of shares of Common Stock reported as beneficially owned by Ms. DeMarsilis includes 42,85067,044 shares which she has the right to acquire by the exercise of options under the Company’s Stock Plan.

(9)
The total number of shares of Class A Common Stock beneficially owned by Mr. A. Grinberg includes 3,655,6403,055,640 shares owned by Grinberg Partners L.P., a Delaware limited partnership (“GPLP”) of which Mr. A. Grinberg is a limited partner; 538,062 shares owned by Grinberg Partners II L.P., a Delaware limited partnership (“GPLPII”) of which a grantor annuity trust for which Mr. A. Grinberg serves as trustee is a limited partner; 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; and 100,191 shares owned by the Grinberg Family Foundation. As a limited partner of GPLP, Mr. A. Grinberg has sharedmay share 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 3,655,6403,055,640 shares owned by GPLP. As the trustee of a grantor annuity trust that is a limited partner of GPLPII, Mr. A. Grinberg may share voting power with GPLPII, GGP (GPLPII’s general partner), Mr. E. Grinberg and Ms. Phalen over the 538,062 shares owned by GPLPII. Mr. A. Grinberg has shared voting and investment power with Mr. Fishman over the 84,790 shares owned by the trusts. As one of three directors of the Grinberg Family Foundation (along with Mr. E. Grinberg and Ms. Phalen), Mr. A. Grinberg has shared voting and dispositive power with such other directors over the shares owned by such foundation. ThisMr. A. Grinberg’s total also includes 11,292 shares of Class A Common Stock and 6,426 shares of Common Stock held by a trust for the benefit of Mr. A. Grinberg of which Mr. A. Grinberg is co-trustee with Mr. E. Grinberg and Sharon Trulock, with whom he shares voting and dispositive power.
5

(10)
Of the shares of Common Stock reported as beneficially owned by Mr. E. Grinberg: 119,600220,340 are shares of Common Stock which Mr. E. Grinberg has the right to acquire by the exercise of options under the Company’s Stock Plan; 6,425 are shares of Common Stock held by a remainder trust for the benefit of Mr. E. Grinberg (“EG Remainder Trust”), for which trust Mr. E. Grinberg is co-trustee together with Sharon Trulock with whom he shares voting and dispositive power; 12,852 are shares of Common Stock held by remainder trusts for the benefit of Ms. Phalen and Mr. A. Grinberg (“MP/AG Remainder Trusts”), for which trusts Mr. E. Grinberg is co-trustee together with Sharon Trulock and Ms. Phalen or Mr. A. Grinberg, as the case may be, with whom he shares voting and dispositive power; and 5,00020,000 are shares of Common Stock held by the Efraim Grinberg Family Foundation for which Mr. E. Grinberg is one of two directors (the other being Sharon Trulock) 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: 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; and 289,596231,346 shares held by sixfive testamentary trusts for the benefit of Mr. E. Grinberg’s children and the children of his siblings, of which trusts he is 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 11,291 shares held by the EG Remainder Trust. Mr. E. Grinberg is co-trustee with Sharon Trulock for each 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 22,584 shares held by the MP/AG Remainder Trusts for the benefit of Mr. A. Grinberg and Ms. Phalen, respectively, of which Mr. E. Grinberg is co-trustee along with Sharon Trulock and Mr. A. Grinberg or Ms. Phalen (as the case may be), with whom he shares voting and dispositive power. The total number of shares of Class A Common Stock beneficially owned by Mr. E. Grinberg also includes 3,655,6403,055,640 shares owned by GPLP, 538,062 shares owned by GPLPII, 100,191 shares owned by the Grinberg Family Foundation and 23,000 shares owned by the Efraim Grinberg Family Foundation. As the managing partner of GGP (the general partner of GPLP), Mr. E. Grinberg shares with GGP and GPLP voting and dispositive power with respect to the 3,655,6403,055,640 shares of Class A Common Stock held directly by GPLP withGPLP. As the managing partner of GGP and GPLP.(the general partner of GPLPII), Mr. E. Grinberg also shares voting and dispositive power with GGP and GPLPII with respect to the 538,062 shares of Class A Common Stock held directly by GPLPII. Mr. E. Grinberg may also share voting power with respect to suchthe 3,593,702 shares held by GPLP and GPLPII with Ms. Phalen and with Mr. A. Grinberg, both of whom are also limited partners of GPLP.GPLP and trustees of grantor annuity trusts which are limited partners of GPLPII. Mr. E. Grinberg is one of three directors of the Grinberg Family Foundation (along with Ms. Phalen and Mr. A. Grinberg) and shares voting and dispositive power with such other directors over the shares owned by that foundation. As one of two directors of the Efraim Grinberg Family Foundation, Mr. E. Grinberg shares voting and dispositive power with the other director over the shares owned by that foundation. Mr. E. Grinberg disclaims beneficial ownership as to the shares of Class A Common Stock and Common Stock held by GPLP, GPLPII, the trusts of which he is a trustee and the foundations for which he is a director, except, in each case, to the extent of his pecuniary interest therein.

(11)2,189 shares of Common Stock beneficially owned by Mr. Isserman are held in a joint account with his wife and adult daughter who share voting and dispositive power over such shares with Mr. Isserman.

(12)The total number of shares of Common Stock beneficially owned by Mr. Morelli includes 41,90055,617 shares which he has the right to acquire by the exercise of options under the Company’s Stock Plan.
6
(13)(12)
Of the shares of Class A Common Stock reported as beneficially owned by Ms. Phalen: 531 are owned jointly with her husband, as to which she shares voting and dispositive power with him; 3,655,6403,055,640 are owned by GPLP, in which Ms. Phalen is a limited partner; 538,062 are owned by GPLPII, in which a grantor annuity trust for which Ms. Phalen serves as trustee is a limited partner; and 100,191 shares are owned by the Grinberg Family Foundation. As a limited partner of GPLP, Ms. Phalen sharesmay share 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. A. Grinberg.Grinberg with respect to the 3,055,640 shares of Class A Common Stock owned by GPLP. As the trustee of a grantor annuity trust that is a limited partner of GPLPII, Ms. Phalen may share voting power with GPLPII, GGP (GPLPII’s general partner), Mr. E. Grinberg and Mr. A. Grinberg over the 538,062 shares owned by GPLPII. As one of three directors of the Grinberg Family Foundation (along with Mr. E. Grinberg and Mr. A. Grinberg), Ms. Phalen has shared voting and dispositive power with such other directors over the shares owned by such foundation. Of the shares of Common Stock reported as beneficially owned by Ms. Phalen, 5,786 shares are owned jointly with her husband, with whom she shares voting and dispositive power over such shares, and 15,608 shares are owned by her husband, with whom she may be deemed to share voting and dispositive power over such shares. AlsoPhalen’s total also includes 11,292 shares of Class A Common Stock and 6,426 shares of Common Stock held by a remainder trust for the benefit of Ms. Phalen of which Ms. Phalen is co-trustee with Mr. E. Grinberg and Sharon Trulock, with whom she shares voting and dispositive power.
(13)
The total number of shares of Common Stock reported as beneficially owned by Mr. Sussis includes 11,151 shares which he has the right to acquire by the exercise of options under the Company’s Stock Plan.
(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.
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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 of Directors so long as the number is not less than three. The Board of Directors currently consists of nine directors.

ten directorships. However, Richard Coté, Nathan Leventhal and Maurice Reznik will not be seeking reelection at the Annual Meeting and the Board therefore plans to decrease the number of directorships to seven on the date of the Annual Meeting.
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 of Directors 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 of Directors recommends that shareholders vote FOR the election of the nominees listed below.


 Name  Age Director Since Position  
 Margaret Hayes Adame 78  1993 Director  
 Peter A. Bridgman 66  2014 Director  
 Richard J. Coté 63  2000 Director  
 Efraim Grinberg 60  1988 Chairman of the Board of Directors and Chief Executive Officer; Director  
 Alex Grinberg 55  2011 Senior Vice President Customer/Consumer Centric Initiatives; Director  
 Alan H. Howard 58  1997 Director  
 Richard Isserman 83  2005 Director  
 Nathan Leventhal 75  2003 Director  
 Maurice Reznik 63  2011 Director  

Name
​​
Age
​​
Director Since
​​
Position
Peter A. Bridgman
​​
68
​​
2014
​​
Director
Efraim Grinberg
​​
62
​​
1988
​​
Chair of the Board of Directors and Chief Executive Officer; Director
Alex Grinberg
​​
57
​​
2011
​​
Senior Vice President Customer/Consumer Centric Initiatives; Director
Alan H. Howard
​​
60
​​
1997
​​
Director
Richard Isserman
​​
85
​​
2005
​​
Director
Ann Kirschner
​​
70
​​
2019
​​
Director
Stephen Sadove
​​
68
​​
2018
​​
Director
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 of Directors.
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Peter A. Bridgman served as Senior Vice President and General Auditor at PepsiCo Inc. before his election to the Board of Directors of the Company in February 2014. From 2000 to 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 to 2000, Mr. Bridgman served as SVP and Controller of Pepsi Bottling Group and from 1985 to 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 of Directors and provide the Board of Directors with additional expertise in these areas.

Richard Coté retired from his position as Vice Chairman and Chief Operating Officer of the Company in July 2016. Mr. Coté, who continues to serve as a member of the Board of Directors, 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; in March 2010, he was promoted to the position of President and Chief Operating Officer; and in July 2014, he was promoted to Vice Chairman 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. Mr. Coté’s extensive experience in the areas of international business, accounting and corporate operations, as well as his familiarity with the Company, make him well qualified for service on the Board of Directors.

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. E. 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. E. Grinberg was elected to the position of President and Chief Executive Officer and, in addition, effective January 31, 2009, he was elected ChairmanChair of the Board of Directors. In March 2010 Mr. E. Grinberg resigned as President. He continues to serve as the Company’s ChairmanChair of the Board of Directors and Chief Executive Officer. Mr. E. Grinberg’s more than 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 extensive knowledge of the Company’s brands, markets, competitors, customers and other aspects of its business and the industry as a whole and qualifies him for service on the Board of Directors. Mr. E. Grinberg also serves on the Board of Directors of Lincoln Center for the Performing Arts, Inc. and Jewelers of America.
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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 his current 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. A. 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 of Directors.

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 has been a member of the Board of Directors of D/M Holdings since 2012 and serves as chief executive officer of one of its two operating companies (Dynatech International LLC), while also sitting on the boards of D/M Holdings’ two operating companies (Dynatech International LLC and Military Parts Exchange LLC). He is also currently a Senior Advisor at Rossoff & Company LLC, an independent investment banking firm that provides advice on mergers and acquisitions, corporate finance and restructurings and assists on raising debt and equity capital in the private and public markets. InSince April 2018, Mr. Howard also began servinghas served on the boardsboard of directors of the BNY Mellon Family of Funds (formerly The Dreyfus Family of Funds), a number of equity, fixed income and money market funds managed by investment advisor BNY Mellon Investments. Since March 2020 Mr. Howard has also served on the Dreyfus Corporation, an investment advisor.Board of Directors of Diamond Offshore Drilling (NYSE:DO), a global provider of contract drilling services to the energy industry, where he also serves as Lead Director and Chair of the Audit Committee. Mr. Howard was the President of Dynatech/MPX Holdings LLC (“D/M Holdings”), a global supplier and service provider of U.S. military aircraft parts, from 2012 through June 2019. Mr. Howard was a member of the Board of Directors of D/M Holdings from 2012 through June 2019 and served as Chief Executive Officer of one of its two operating companies (Dynatech International LLC), while also sitting on the boards of both operating companies. For the balance of 2019, he served as Vice Chair of Dynatech International LLC to oversee a transition of his responsibilities. From September 2008 through June 2010 he was Managing Partner of advisory firm S3 Strategic Advisors LLC. From June 2006 through July 2007, Mr. Howard was a Managing Director of Greenbriar Equity Group LLC, which provides strategic advice to hedge funds and asset managers.a private equity firm. Prior to JulyJune 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 sinceservices firm which he joined in 1985. As a Managing Director in the Global Industrial and Services Investment Banking Group, he was an advisor to several of the firm’s most important clients on mergers and acquisitions, corporate finance and capital raising assignments. With hisMr. Howard’s broad experience in corporate governance, organizational management and investment banking Mr. Howard providesmake him well qualified for service on the Board of Directors with corporate finance, capital markets and mergers and acquisitions experience.
8Directors.
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. He is a licensed New York State CPA. Based on his years of demonstrated leadership in the field of public accounting, Mr. Isserman provides our Board of Directors with in-depth knowledge and experience in financial, accounting and risk management issues.

Ann KirschnerNathan Leventhal is an educator, consultant, and writer. Since 2006 she has been associated with The City University of New York, where she is University Professor, having previously served as ChiefDean of StaffMacaulay Honors College, and Strategic Advisor to Mayor John Lindsay, Deputy Mayor to Mayor Ed Koch,the Chancellor. Ms. Kirschner is also President and Transition ChairmanFounder of Comma Communications, which provides advisory services for both Mayors David Dinkinsinstitutions and Michael Bloomberg. He chaired Mayor Michael Bloomberg’s Committeeorganizations focused on Appointments during his three terms as Mayorinnovation in media, technology and education. A pioneer in digital technology and media and a veteran of four start-ups in cable, satellite, and online, she was a Commissioner on the New York City Planning Commission from 2007 to 2011. He currentlyfirst digital strategist for the National Football League, where she launched NFL.COM and NFL SUNDAY TICKET. Ms. Kirschner serves on the boards of directorsStrategic Cyber Ventures, Cricket Media, and Noodle Partners. She is Vice Chair of Arizona State University’s EdPlus; a numbertrustee of equity, fixed incomePrinceton University, the Paul and money market funds managed by the Dreyfus Corporation, an investment advisor,Daisy Soros Foundation, Footsteps and serves on the Budget and Finance CommitteenycFIRST; co-chair 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 makes him well qualified to serve on our Board of Directors.

Maurice Reznik is the Chief Executive Officer of the Women’s Intimate Apparel division in the United States and Great Britain for Delta Galil Industries, Ltd. and President of Delta Galil USA. He served as the Chief Executive OfficerPrinceton University Graduate School Leadership Council; and a member of the advisory board of WorldQuant University. Ms. Kirschner’s extensive experience in education and digital technology adds an important perspective to the Board of Directors of Maidenform Brands, Inc., a global intimate apparel company, from July 2008as the Company continues to April 2014. From May 2004 until July 2008, he was President of Maidenform Brands with responsibilityinvest in online marketing and technology and makes her well qualified 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. Mr. Reznik is also the founder of the For Love of Life Colon Cancer charity and servesservice on the Board of DirectorsDirectors.
Stephen Sadove has served as a founding partner of public company KapStone PaperJW Levin Management Partners LLC, a private management and Packaging Corporation (whose boardinvestment firm, since 2015. Mr. Reznik joinedSadove has also served since 2014 as principal of Stephen Sadove and Associates, which provides consulting services to retail and non-retail clients. From 2007 until 2013, Mr. Sadove served as Chair and Chief Executive Officer of Saks Incorporated, having previously served Saks in July 2014)
9
the roles of Vice Chair, Chief Operating Officer and not-for-profits Dignity U WearChief Executive Officer. Prior to his tenure with Saks, Mr. Sadove served Bristol-Myers Squibb Company (NYSE: BMY) from 1991 until 2001, most recently as Senior Vice President of Bristol-Myers Squibb and Queens College. He alsoPresident, Worldwide Beauty Care. Mr. Sadove currently serves on the Parent Leadership Councilboard of Shatterproof, a 501(c)(3) organization dedicated to reducing the impactdirectors of addiction on families across America. With over 30 years of experience working in positions of increasing responsibility in the intimate apparel industry, andColgate-Palmolive Company (NYSE: CL), where he serves as the CEOLead Director; Aramark (NYSE: ARMK), where he serves as Chair of athe Board; and Park Hotels and Resorts Inc. (NYSE: PK). Mr. Sadove served on the board of directors of J.C. Penney Company, Inc. (NYSE: JCP) until May 2016 and Ruby Tuesday, Inc. (NYSE: RT) until December 2017. He currently serves as the Chair of the board of trustees of Hamilton College. Mr. Sadove’s operations and leadership expertise, extensive marketing experience at retail and consumer-products companies, and significant public consumer products company Mr. Reznik 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 whichdirectorship experience make him well qualified to serve on the Board of Directors.
10
THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Board of Directors Leadership Structure

Prior to January 31, 2009, the positions of ChairmanChair 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,Chair, Mr. Gedalio Grinberg, the Board of Directors appointed Mr. Efraim Grinberg, who at that time was the Chief Executive Officer and a sitting member of the Board of Directors, member, to also serve as Chairman.Chair. In making the decision to combine the positions of the ChairmanChair and Chief Executive Officer, the Board of Directors 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, 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.

business.
In May 2011, upon the recommendation of the Nominating/Corporate Governance Committee, the Board of Directors 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 of Directors may determine from time to time. Mr. Howard was appointed by the Board of Directors as lead director at that time and currently continues to serve in that capacity, in addition to chairing the Compensation Committee. The primary duties of the lead director include providing advice on agendas for, and the scheduling of, Board of Directors meetings, advising the ChairmanChair as to the quality, quantity and timeliness of the information submitted by the Company’s management to the Board of Directors, serving as the principal liaison for consultation and communication between the independent directors of the Board of Directors and the Chairman,Chair, without inhibiting direct communication between the ChairmanChair and the other directors, and presiding at meetings of the Board of Directors in the absence of, or upon the request of, the ChairmanChair and presiding at all meetings of the independent directors.
9

The composition of the Board of Directors, 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,Chair, 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 of Directors leadership structure is serving the Company well at this time.

Board of Directors Meetings and Committees

In fiscal 2018,2020, the Board of Directors held eleven meetings. All directors attended at least 75% of the meetings of the Board of Directors and of the committees on which they served.

The Board of Directors has three committees:

Audit;
·Audit;
Compensation; and

Nominating/Corporate Governance.
·Compensation; and

·Nominating/Corporate Governance.

The members of the committees and their chairs are appointed by the Board of Directors 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”“Investors”, “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:
Audit

Committee
​​
Compensation

Committee
​​
Nominating/Corporate Governance

Committee
Richard Isserman *
​​
Alan H. Howard *
​​
Nathan Leventhal *
Peter A. Bridgman
Margaret Hayes Adame​Margaret Hayes Adame​
Nathan Leventhal
​​
Maurice Reznik
Alan H. Howard
Nathan Leventhal​​
Maurice Reznik
​​
Peter A. Bridgman
Stephen Sadove
Maurice Reznik​Maurice ReznikRichard Isserman
​
 * Committee Chair
​​
Richard Isserman
*
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 fourfive meetings in fiscal 2018.2020.
11
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 of Directors 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 fivefour meetings in fiscal 2018.2020. 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 non-CEO executive 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.
10

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 20182020 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 twofive meetings in fiscal 2018.2020. 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 of Directors, 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 of Directors and each of its committees.

The Board of Directors and individual committee self-assessments typically occur each May or June. The annual Board of Directors self-assessment is organized by the chairmanChair of the Nominating/Corporate Governance Committee who generally circulates a list of proposed key discussion topics as well as current and relevant governance issues in advance of the meeting to each member of the Board of Directors for review, consideration and input. Topics are centered on Board of Directors practices and performance and are intended to and do engender analysis and robust discussion. Management members of the Board of Directors attend and participate in the first part of the self-assessment meeting together with the non-employee directors, after which the non-employee directors meet alone. At the first regularly scheduled Board of Directors meeting following the self-assessment meetings, the Nominating/Corporate Governance Committee chairmanChair reports to the full Board of Directors on the results of the Board of Directors self-assessment. Based on those results and any recommendations coming out of the self-assessment, the Board of Directors may implement changes, as appropriate, to its corporate governance guidelines or other processes.

Identifying and Evaluating Candidates for the Board of Directors

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 of Directors and will consider the entirety of each candidate’s credentials. In addition, the
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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 of Directors 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 of Directors’ 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;
·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 résumé 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
·A description of all arrangements or understandings between the shareholder and each candidate pursuant to which the nomination is being made;
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.

·The name of the candidate, the candidate’s résumé 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
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·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 has adopted a Code of Business Conduct and Ethics that applies to all directors, officers and employees, including the Company’s Chief Executive Officer, Chief Financial Officer and principal accounting and financial officers.

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”“Investors” and then “Corporate Governance.” The Corporate Governance Guidelines and the Code of Business Conduct and Ethics are also available in print, without charge, 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 of Directors has adopted categoricalthe following standards regarding director independence:
A director who is a current employee, or whose immediate family member is a current executive officer, of director independencea company that provide that nonemakes payments to, or receives payments from, the Company for goods or services in an amount which, in any of the following relationshipslast three fiscal years, exceeds the greater of $1,000,000 or 2% of such other company’s consolidated gross revenues, will not be considered an independent director; and
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A director who serves, or whose immediate family member serves, as an executive, officer, director, trustee or employee of a material relationshipcharitable organization that would impair a director’s independence:

·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.

receives discretionary charitable contributions from the Company in an amount less than the greater of $1,000,000 and 2% of that organization’s consolidated gross revenues, will not be disqualified from being considered independent based solely on that relationship.
The Board of Directors has determined that all of the members of the Board of Directors, with the exception of Alex Grinberg and Efraim Grinberg, and Richard Coté, representing a majority of the entire Board of Directors, 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.
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Board of Directors 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 of Directors has a role in the oversight of the risk management process. The Board of Directors and, as appropriate, its committees regularly meet to receive and discuss operating and financial reports presented by the ChairmanChair of the Board of Directors and Chief Executive Officer, the Chief Financial Officer, the Company’s General Counsel, the Senior Vice President of Human Resources, the Senior Vice President of Global Information Technology and Operations, 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 of Directors. Management also regularly discusses with the Board of Directors strategic initiatives and the associated risks. The Board of Directors also reviews specific risk areas on a regular basis. These include insured risks, disaster recovery (including recovery from the impact of the current COVID-19 pandemic), management authority and internal controls, litigation risks, risks associated with the Company’s information systems and data privacy, 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 Company has not adopted any practices or policies regarding the ability of employees and directors to engage in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s equity securities. 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 of Directors meetings.

attend.
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 include measurable factors and objective criteria. 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.
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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 chairmanChair 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 of the members of the Board of Directors attended the 20172019 Annual Meeting of Shareholders.
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EXECUTIVE OFFICERS

For detailed information concerning Efraim Grinberg, see the listing for Mr. E. Grinberg under the heading “PROPOSAL 1 - ELECTION OF DIRECTORS” above. The names of the other current 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 or more years.


Name
Name​​
Age
​Position​
Position
Vivian D’Elia
​ 66​
55
​​
Senior Vice President, Human Resources
Sallie A. DeMarsilis
​ 53​
68
​​
Chief Financial Officer; Principal Accounting Officer
Frank A. Morelli
​ 67​
69
​​
Senior Vice President, Global Information Technology and Operations
Mitchell C. Sussis
​ 53​
55
​​
Senior Vice President, General Counsel and Secretary
Ms. D’Elia joined the Company in October 1994 as Vice President of Human Resources and was promoted to Senior Vice President of Human Resources in July 1997. Prior to joining the Company, she was the Director of Human Resources at Brother International, a provider of home, home office and business products. Prior to that, Ms. D’Elia spent ten years at Polychrome, a division of Sun Chemical, where she was Vice President, Human Resources.

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 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), a specialty retailer in the United States of women’s apparel, shoes and accessories, from November 1994 through December 2004, including Controller and Senior Vice President of Finance. Both The Warnaco Group, Inc. and Ann Inc. were publicly traded companies during Ms. DeMarsilis’ tenure. Ms. DeMarsilis is a Certified Public Accountant and worked in public accounting with Deloitte & Touche LLP for eight years before joining Ann Inc.

Mr. Morellibegan with the Company in February 2006 as Senior Vice President Business Processes and Chief Information Officer and was later named Senior Vice President, Operations and Global Information Technology. Immediately prior to joining the Company and since 1995, Mr. Morelli was the Vice President – Global Information Technology at Colgate-Palmolive Company, 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. Sussis joined the Company in November 2015 as Senior Vice President, General Counsel and Secretary. Immediately prior to joining the Company, Mr. Sussis served as Vice President and Deputy General Counsel of Time Inc., an international media company, since January 2014. Prior thereto, he served as Senior Vice President and Deputy General Counsel of Level 3 Communications, Inc., a global telecommunications services provider, since October 2011, and as Senior Vice President, Deputy General Counsel and Secretary of Global Crossing Limited from 1999 until its acquisition by Level 3 Communications in 2011. Earlier in his career, Mr. Sussis held senior legal positions at The Dun & Bradstreet Corporation and Automatic Data Processing, Inc., after having started in legal practice in 1989 at the international law firm of Simpson Thacher & Bartlett LLP.
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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 1996 Stock Incentive Plan, as 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 2018,2020, as well as the other individuals included in the SUMMARY COMPENSATION TABLE below, are referred to as the “named executive officers”. The named executive officers include Ricardo Quintero, who served as the Company’s President until his separation from the Company on April 30, 2017.
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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 20172019 annual meeting, over 96%approximately 86% of the votes represented at the meeting and over 99%87% of the votes cast approved our executive compensation program. Also,The Company conducted an outreach program in June 2019 to seek the input of the Company’s largest institutional shareholders on executive compensation and corporate governance matters. Although the fiscal 2020 executive compensation programs described below had already been implemented at the time of those discussions, these comments were taken into consideration in the development of fiscal 2021 executive compensation plans.
In accordance with the preference indicated by more than 96% of the votes cast at our 2017 annual meeting 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 recommendation made by the Company and approved by the Committee is to appropriately reward, motivate, retain and attract a group of highly qualified individuals who 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 developing specific compensation packages offered to its executives and management level employees generally are: (1) base salary, (2) annual incentive cash bonuses and (3) long termlong-term equity compensation. Of these, annual incentive cash bonuses and equity compensation vary with performance, are closely linked to the creation of long-term shareholder value and, as such, most closely align executives’ interests with those of the Company’s shareholders. The Company and the Committee believe that the most effective executive compensation programs are those designed to reward the achievement of specific strategic and financial goals set by the Company and those that are closely linked to the creation of long-term shareholder value; therefore, a significant portion of the total compensation that may be earned by the named executive officers is determined by these performance-based elements.

Setting Executive Compensation

With the foregoing objectives in mind, the Company determines overall compensation levels for the named executive officers and senior management based on particular facts and circumstances, including, for example, the experience level and performance of the individual executive and market factors.

The Committee periodically consults with or engages the services of independent executive compensation and benefits consulting firms, primarily 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 non-employee director compensation levels. Although the Committee did not receive a formal report on executive compensation from FW Cook during fiscal 2018,2020, the Committee ChairmanChair consulted with FW Cook on various compensation issuesmatters during the year.
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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 performance-based incentive compensation. The Committee reviews 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 as among cash and non-cash or short-term and long-term incentive compensation. In setting the compensation for the CEO and the other named executive officers for fiscal 2018,2020, the Committee considered the financial performance of the Company in fiscal 2017,2019, the Company’s projected financial performance in fiscal 2018,2020, 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 the other named executive officers and other senior executives, the Committee considers the recommendations of the CEO 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 may exercise its discretion in modifying any recommended adjustments or awards to executives. The Committee also reviews total compensation earned by and awarded to the named executive officers for the prior three years.
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Fiscal 20182020 Executive Compensation Components
For the fiscal year ended January 31, 2018,2020, the principal components of compensation for the named executive officers were:

base salary;
·base salary;

performance-based annual incentive compensation;
·performance-based annual incentive compensation;

equity incentive compensation;
·equity incentive compensation;

retirement and other post-employment benefits; and
·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 and 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;
·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.

Forindividual performance of the executive.
During fiscal 2018,2020, the Committee determined to maintainincrease the base salaries of allthe CEO to $1,200,000; of the named executive officers at their fiscal 2017 levels.Ms. DeMarsilis to $600,000; of Mr. Morelli to $520,000; of Mr. Sussis to $390,000; and of Ms. D’Elia to $350,000.
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Performance-Based Annual Incentive Compensation

The Company has two plans that in recent years have together governed theCompany’s annual performance-based incentive compensation program in which each of its named executive officers, other executives and key management level employees participate: the Movado Group, Inc. Executive Performance Plan (the “EPP”), in which only the CEO and the three most highly compensated executive officers as of the last day of the Company’s taxable year, excluding the principal financial officer (“Covered Employees”), have participated; andis governed by the Annual Incentive Compensation Plan, in which all bonus-eligible employees (including the named executive officers) participate. These plans wereThis plan is designed to tie a significant portion of participants’ annual cash compensation to the Company’s annual financial performance. For the Covered Employees, the EPP was intended to ensure that certain minimum corporate performance objectives were achieved before the Covered Employees could become eligible for an award under the Annual Incentive Compensation Plan. However, in light of the Tax Cuts and Jobs Act of 2017 (as discussed below under “Tax and Accounting Implications-Deductibility of Executive Compensation”), the Company does not anticipate using the EPP in connection with its annual performance-based incentive compensation program in the future, although the Committee intends to continue to establish financial performance goals under the Annual Incentive Compensation Plan.

Under the EPP and consistent with Section 162(m) of the Internal Revenue Code (the “Code”) prior to the amendment of Section 162(m) as part of the Tax Cuts and Jobs Act of 2017, within 90 days after the beginning of each fiscal year the Committee historically established target and maximum incentive levels for the Covered Employees expressed as a percentage of their respective base salaries. At the same time, the Committee established a corporate performance objective that was required to be met before any annual incentive payments could be made under the EPP to any of the Covered Employees. As was the case in the six prior fiscal years, for fiscal 2018 the Committee selected adjusted operating profit as the performance objective for the EPP.
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For fiscal 2018,2020, the Committee set the target annual incentive payments (based on 100% bonus pool funding of the Annual Incentive Compensation Plan discussed below) for the CEO at 100%150% of his base salary; for Ms. DeMarsilis at 60% of her base salary; for Mr. Morelli at 50% of his base salary; for Ms. DeMarsilis at 50% of her base salary; for Mr. Sussis at 40% of his base salary; and for Ms. D’Elia at 30%40% of her base salary. Mr. Quintero did not participate in the fiscal 2018 incentive compensation program due to the cessation of his employment on April 30, 2017. The Committee determines the target bonus 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 annual incentive payments under the EPP to any of the named executive officers at 200% of their target annual incentive amounts. The EPP provided 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 annual incentive awards payable toaward established for each of the named executive officersofficer in respect of fiscal 2018.2020.

No payments were permittedThe Committee assesses the Company’s overall financial performance and each named executive officer’s individual performance in exercising its discretion to be madedetermine the cash incentive actually paid to any of them. To assess corporate performance for the Covered Employeesfiscal year, the Committee considers as a threshold matter whether the Company met the criterion for funding the bonus pool under the EPP unlessAnnual Incentive Compensation Plan. In fiscal 2020, the threshold corporate performance objective for the year was achieved. For fiscal 2018, the threshold performance goal under the EPP wasCommittee established as operating profit of $35$85 million, adjusted for restructuring charges and other unusual items. This goal was achieveditems, as the criterion for fiscal 2018.

After determining that the corporate performance goal under the EPP was achieved, the Committee next assessed the Company’s overall financial performance and each Covered Employee’s individual performance in exercising its discretion to determine his or her annual100% bonus payout under the fiscal 2019 Annual Incentive Compensation Plan. The financial performance targets approved by the Committee underpool funding. If the Annual Incentive Compensation Plan were determined within 90 days afterbonus pool is funded, then the beginningCommittee also considers the overall level of bonus pool funding and other criteria for measuring corporate performance, such as revenues, margins, cash flows and net income, in determining the award period taking into account the Company’s operating budget for the year. The table below shows these financial performance targets at the level intendedcash incentive amount to correspondpay to 100% bonus funding, as well as the results actually achieved for the year.

 MeasureTargetActual (Adjusted)*  
 Net Sales$535.0 million$568.0 million  
 Gross Profit$285.2 million $300.2 million  
 Gross Margin %53.3%52.9%  
 Operating Profit$58.0 million $63.6 million   
 Cash Flow from Operations$42.5 million $54.7 million    
 Net Income$38.5 million $46.5 million    
 EPS$1.65 $2.00    


*Consistent with the Annual Incentive Compensation Plan, Gross Profit, Gross Margin %, Operating Profit, Net Income and EPS were adjusted to exclude the impacts of $6.8 million (pre-tax) of transaction charges and the amortization of acquisition accounting adjustments associated with the acquisition of the Olivia Burton brand, a $13.6 million pre-tax charge related to cost-savings initiatives, and a $45 million pre-tax charge related to the impact of the Tax Cuts and Jobs Act of 2017.

each named executive officer. 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. It is not necessary that every single corporate performance measure be met for bonuses to be paid and the Committee may determine in its discretion to pay bonuses to the named executive officers regardless of whether any of the Annual Incentive Compensation Plan targets are met. Similarly, even if all the corporate performance targets are met, the Committee retains the discretion to modify or eliminate the annual incentive payable to each named executive officer.

In addition to the financial performance targets, the Committee also considers individual performance in determining the amount of each named executive officer’s bonus payment under the Annual Incentive Compensation Plan. There is no specific relative weight given by the Committee to the financial performance of the Company as compared to the individual performance of any executive officer. The Committee retains the sole discretion to determine the amount of each named executive officer’s annual incentive payment regardless of the extent to which any of the performance criteria (individual or corporate) are met, subject, in the case of any bonus payment to a Covered Employee under the EPP, to the achievement of the threshold corporate performance objective for the year under the EPP.met. However, in exercising its discretion the Committee does, in practice, take into account these criteria, including individual 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 the named executive officers (other than the CEO). That summary assessment and recommendation is based on and generally reflects the individual assessment provided 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.
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When it considers the individual performance of the CEO in exercising its discretion to approve any annual incentive payment to be made to him, 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 threshold corporate performance goal established under the EPP) have been met. The goals set for the CEO for fiscal 20182020 included non-quantitative objectives that were not specifically considered by the Committee as part of its determination of his cash incentive payment under the Annual Incentive Compensation Plan. 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 Annual Incentive Compensation Plan.
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In determining the annual incentive compensation payments for the named executive officers for fiscal 2018, the Committee considered the factors described above. The Committee noted that2020, the Company had achieveddid not reach the threshold corporate performance objective underrequired level of $85 million in operating profit necessary to fund the EPP and the targeted levels of financial performance established under the Annual Incentive Compensation Plan, with the exception of Gross Margin %. The Committee also took into account the impact of the acquisition of the Olivia Burton brand, the challenging retail and watch industry environment, and the favorable impacts of foreign currency exchange rate changes, as well as the Company’s relative performance in the watch industry, working capital management and total shareholder return performance during the year. In light of these factors, the Committee exercised its discretion to approve funding thebonus pool under the Annual Incentive Compensation Plan in excessPlan. Instead, the Company achieved $50.0 million of the target level,operating profit after adjusting for restructuring charges and other unusual items, consistent with the specific award for each named executive officer beingplan. Since the respective amount set forth under$85 million operating profit target was not achieved, no bonuses were paid to any of the “Non-Equity Incentive Plan Compensation” column in the SUMMARY COMPENSATION TABLE below. Each of these named executive officers, received twenty-five percent of his or her target bonus opportunity in a Common Stock award scheduledand it was unnecessary for the Committee to cliff-vest on the third anniversary of the grant date (see “Equity Incentive Compensation” below) and the balance of his or her bonus payment in cash. Mr. Quintero was not eligible for a fiscal 2018 bonus payment duelook to the cessation of his employment on April 30, 2017.

In addition to their annual bonusesany other financial performance measures under the Annual Incentive Compensation Plan, Ms. DeMarsilis and Mr. Sussis also each received a discretionary bonus of $50,000 in recognition of their significant contributions to the successful closing of the Olivia Burton acquisition.Plan.

Equity Incentive Compensation

Stock ownership is a key element of the Company’s compensation program for the named executive officers and 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.

All grants made by the Committee under the Stock Plan since its inception have been in the form of stock options, time-vesting restricted stock unit 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 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 effective within 30 days after the release of the Company’s fourth quarter and year-end earnings results.

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 have typically either vested incrementally over a period of three or five years or cliff-vested after three years. The Committee has viewed stock options as an effective means to tie individual performance directly to the Company’s stock price performance from the date of grant. Accordingly, the Committee had been using stock options as a standard long-term, non-cash incentive for the named executive officers and other senior executives since fiscal 2013. However, after reviewing evolving market practices and in light of the Committee’s desire to tie a portion of the long-term incentive program to financial performance goals, for fiscal 2019 the Committee has decided to replace the stock option portion of the annual executive equity grants with performance-based restricted stock units, as explained below.
18

Since the beginning of fiscal 2011, the Committee has also been including an equity component as part of the Annual Incentive Compensation Plan. Specifically, 25% of each participant’s bonus opportunity under the Annual Incentive Compensation Plan is generally payable in restricted Common Stock units. On the same date that a participant receives his or her cash incentive payment (if any) in respect of the prior fiscal year, he or she also generally receives a number of restricted Common Stock units equal in value on the grant date to approximately 25% of the total bonus amount approved by the Committee for such participant. These restricted stockparticipant (or 25% of the participant’s target bonus amount, if less). Since fiscal 2019, these units cliff-vesthave been scheduled to vest in three equal installments on each of the third anniversary first three anniversaries of the grant date, subject to continued employment. Since no bonuses were paid to the participant’s continued employment withnamed executive officers under the Company through2020 Annual Incentive Compensation Plan, no such vesting date.

bonus units were issued to the named executive officers in respect of fiscal 2020.
Considering thisthe Company’s history of using various types of equity grants under the Stock Plan, for fiscal 20182020 the Committee decided to grant the named executive officers and other senior level executives a mix of time-based restricted stock unit awards (“RSUs”) and stock optionsperformance-based RSUs which, in each case, would cliff-vest three years from the grant date. In this way,The number of shares of Common Stock into which the performance-based RSUs could vest would vary depending on the extent of achievement of corporate financial performance targets. Together the time-based RSUs and the performance-based RSUs were intended to deliver a significant portion of theirthe executives’ compensation is directly dependent on an increase in the share price,shares of Common Stock, thereby aligning their long-term objectives with enhancing shareholder value over time.those of shareholders. The Committeeperformance-based RSUs would also consideredincentivize the benefits of performance-based vesting criteria and included a performance-based vesting condition for Mr. E. Grinberg’s fiscal 2018 restricted stock unit award. Specifically, this award required the achievement of fiscal 2018 operating profit of at least $35 million, adjusted for restructuring charges and other unusual items. Since this condition was satisfied, Mr. E. Grinberg’s fiscal 2018 restricted stock unit award will vest on the third anniversary of the grant date, subjectexecutives to Mr. E. Grinberg’s continued employment.achieve or exceed annual financial performance metrics.
20
In April 2017,2019, the Committee granted fiscal 20182020 equity awards to the named executive officers and other key employees taking into account the considerations described above. Such equity awards made to the named executive officers are reported in the SUMMARY COMPENSATION TABLE for fiscal 2018FOR FISCAL 2020 and in the GRANTS OF PLAN-BASED AWARDS table below.

For fiscal 2019, the Committee reviewed the Company’s long-term incentive program in light of evolving market practices. As a result of this review, the Committee decided to replace the stock option portion of the annual executive equity grants with performance-based restricted stock units. Therefore, approximately Approximately half of the value of theeach named executive officers’officer’s fiscal 20192020 equity grants is comprisedgrant was made in the form of restricted stock units with three-year cliff vesting,time-based RSUs, and approximately half is comprisedwas made in the form of performance-based restricted stock units with three-year cliff vesting that is conditioned onRSUs. The table below shows the attainment of certain corporate financial performance goalstargets for the fiscal 2019.2020 performance-based RSUs corresponding to the threshold level of performance (at which the recipient would earn 50% of the target award), the target level of performance (at which the recipient would earn 100% of the target award), and the maximum level of performance (at which the recipient would earn 150% of the target award). Interpolation was to be used for performance between these levels. Half of each performance-based RSU earnout was to be determined by reference to the net sales growth goal, and half by reference to the operating margin goal.

After adjusting for restructuring charges and other unusual items, the Company’s actual fiscal year 2020 sales growth was 9.6% and its actual operating margin was 7.1%, resulting in the cancellation of the 2020 performance-based RSUs with no payout.
Retirement and Other Post EmploymentPost-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”), a tax-qualified defined contribution retirement savings plan.

Deferred Compensation Plan

The named executive officers and certain other executives selected by the Committee are eligible to participate in the Company’s Amended and Restated Deferred Compensation Plan for Executives (“DCP”), which was 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. E. Grinberg is aand Ms. DeMarsilis are Group I participantparticipants and while he was an employee, Mr. Quintero was a Group I participant. Messrs. Morelli and Sussis and Mses.Ms. D’Elia and DeMarsilis are Group II participants. Twenty percent of the Company’s matching contribution is in the form of rights to Common Stock. All matching contributions vest ratably in annual installments over five years. The DCP also permits the Company to make discretionary contributions to any participant’s DCP account. In recognition of Mr. E. Grinberg’s significant contributions in fiscal 2018, the Committee approved the making of a discretionary contribution of $200,000 to Mr. E. Grinberg’s DCP account in fiscal 2019, with such contribution being in lieu of his regular matching contributions for the year as a Group I participant.
19

Participants may direct the investment of amounts in their DCP accounts (other than rights to Common Stock) among third-party investment funds that are made available to them under the plan. Those funds largely track the funds offered under the 401(k) Plan. 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 and Change of Control Agreements

The Company has a severance agreement with Mr. Morelli which would provide him with certain benefits in connection with the termination of his employment in exchange for certain post-employment restrictions.
21
The agreement prohibits Mr. Morelli from (i) working in the watch or jewelry business for six months after the termination for any reason (with such six-month period being extended to 12 months to the extent the Company is paying Mr. Morelli severance during that time) and (ii) soliciting Company employees and clients for 12 months after termination. Under the agreement, Mr. Morelli would continue to be paid his then current base salary for 12 months after the termination of his employment (18 months in the case of termination 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 Mr. Morelli without good reason.

The Company has a severance agreement with Ms. D’Elia under which her then current base salary would continue to be paid for 12 months after the termination of her employment by the Company without cause. The agreement prohibits Ms. D’Elia from (i) working in the watch or jewelry business for six months after termination of her employment for any reason and (ii) soliciting Company employees and clients for 12 months after termination.

For a detailed description of the agreements between the Company and Mr. Morelli and Ms. D’Elia, please refer to the discussion under POTENTIAL PAYMENTS ON TERMINATION OR CHANGE IN CONTROL below.

Prior to his separation from the Company on April 30, 2017, Mr. Quintero was party to a severance agreement that would have entitled him to certain benefits in connection with a termination of employment in exchange for certain post-employment restrictions. Under this agreement, Mr. Quintero would have been entitled to continuation of his then current base salary for 12 months after an involuntary termination of employment and would have been prohibited from (i) working in the watch or jewelry business for six months after termination (12 months to the extent the Company was paying Mr. Quintero severance during that time) and (ii) soliciting Company employees and clients for 12 months after the termination. This severance agreement was superseded by the arrangements made in connection with Mr. Quintero’s actual separation from the Company on April 30, 2017. See “Mr. Quintero’s Separation Arrangements,” below.

Mr. Quintero’s Separation Arrangements

On April 4, 2017, the Company announced the cessation of Mr. Quintero’s employment effective April 30, 2017. The Company agreed to provide Mr. Quintero certain benefits in connection with his separation from the Company. Specifically, for the twelve-month period following his separation date, Mr. Quintero is receiving bi-weekly payments equivalent, on an annualized basis, to his annual salary plus his $12,000 per year automobile allowance. Mr. Quintero is allowed to continue participating in the Company’s medical, dental and vision plan through October 31, 2018, and the Company pays the plan premiums in excess of the rate applicable to active employees. Mr. Quintero also received a lump sum payment of $316,950 primarily in respect of certain restricted stock units forfeited as a result of his separation from the Company. In connection with these compensation arrangements, Mr. Quintero agreed to certain restrictive covenants, including restrictions on his ability (i) to compete with the Company for a 15-month period beginning on his separation date and (ii) to solicit the employment of Company employees for an 18-month period beginning on his separation date.

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 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.
20

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, 20182020 are included in column (i) of the SUMMARY COMPENSATION TABLE below.

Tax and Accounting Implications

Deductibility of Executive Compensation

Section 162(m) of the Code places a limit of $1,000,000 on the annual amount of compensation that publicly heldpublicly-held companies may deduct for federal income tax purposes for certain “covered employees.employees,” Prior to the Tax Cuts and Jobs Act of 2017,including our covered employees generally consisted of our Chief Executive Officer and each of the next three highest compensated officers serving at the end of the fiscal year other than our Chief Financial Officer, and compensation that qualified as “performance-based” under Section 162(m) was exempt from this $1 million deduction limitation. As part of the Tax Cuts and Jobs Act of 2017, the ability to rely on this exemption was, with certain limited exceptions, eliminated, and the definition of covered employees was expanded to generally include all named executive officers. The Committee reviews compensation plans in light of applicable tax provisions, including Section 162(m), and may revise compensation plans from time to time. However, the Committee may approveapproves compensation that does not qualify for deductibility when deemed to be in the Company’s best interests.

Accounting for Stock-Based Compensation

Beginning on February 1, 2006, theThe Company began accountingaccounts for stock-based payments in accordance with the requirements of FASB ASC Topic 718 (previously FASB Statement 123(R)).718. The Committee considers the expense implications of the equity compensation awards in determining the aggregate annual award levels.
22
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 of Directors 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, 2018.

2020.
THE COMPENSATION COMMITTEE

Alan H. Howard, Chairman,Chair, Lead Director
Margaret Hayes Adame

Nathan Leventhal

Maurice Reznik

The Report of the Compensation Committee is not to be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C or to the liabilities of Section 18 of the Exchange Act, except to the extent the Company specifically requests that such information be treated as soliciting material or specifically incorporates it by reference into any filing under the Securities Act or the Exchange Act.
2123

SUMMARY COMPENSATION TABLE FOR FISCAL 20182020

The following Summary Compensation Table sets forth information about the compensation paid in respect of fiscal 20182020 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, 2018. The table also includes compensation information for Ricardo Quintero, who served as the Company’s President until he ceased employment with the Company on April 30, 2017. 2020. 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 PositionYear
  Salary
($)(1)
 Bonus
($)
Stock Awards
($)(2)
Option Awards
($)(2)
Non-Equity Incentive Plan Compensation
($)(3)
Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)
All Other Compensation
($)
 
Total
($)
Efraim Grinberg,
Chairman and Chief Executive Officer
20181,050,000 -525,375524,295      1,237,500 -      169,907(4)3,507,077
20171,041,538 -700,019499,994 - -      166,047 2,407,598
20161,000,000 - - -       600,000 -      165,494 1,765,494
          
Sallie A. DeMarsilis,
Chief Financial Officer
2018 499,89750,000124,923124,989       262,500 -       60,200(5)1,122,509
2017 497,098 -169,741121,246        60,000 -       60,073   908,158
2016 485,000 -121,288121,254       145,500 -       60,383   933,425
          
Frank A. Morelli,
SVP Global Info. Tech. & Operations
2018 489,827 -122,588122,610       255,000 -       34,500(6)1,024,525
2017 486,856 -166,246118,749        60,000 -       34,373   866,224
2016 475,000 -118,708118,792       142,500 -       34,664   889,664
          
Mitchell C. Sussis,
SVP, General Counsel and Secretary
2018 365,00050,000 72,969 73,017       124,100 -       28,250(7)  713,336
2017 365,001 - 51,097 36,498        40,000 -       30,040   522,636
2016  84,230 -184,960 -        43,800 -        3,628   316,618
          
Vivian D'Elia,
SVP Human Resources
2018 310,269 - 46,467 46,665        90,000-       25,500(8)  518,901
2017 307,499 - 62,998 45,004        23,000-       10,000   448,501
2016 300,000 - 44,933 45,055        54,000-       10,000   453,987
          
Ricardo Quintero,
Former President
2018 214,038 - - -             - -      931,191(9)1,145,229
2017 768,750 -407,806500,747       145,000 -       93,897 1,916,200
2016 750,000 -281,285281,284       379,688 -       94,995 1,787,252
          

​
(a)
​​
(b)
​​
(c)
​​
(d)
​​
(e)
​​
(f)
​​
(g)
​​
(h)
​​
(i)
​​
(j)
​
​
Name and
Principal Position
​​
Year
​​
Salary
($)(1)
​​
Bonus
($)
​​
Stock
Awards
($)(2)
​​
Option
Awards
($)(2)
​​
Non-Equity
Incentive Plan
Compensation
($)(3)
​​
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
​​
All Other
Compensation
($)
​​
Total
($)
​
​
Efraim Grinberg,
Chair and Chief Executive Officer
​​
2020
​​
1,191,346
​​
—
​​
2,231,232
​​
—
​​
—
​​
—
​​
299,609(4)
​​
3,722,187
​
​
2019
​​
1,132,692
​​
—
​​
1,987,473
​​
—
​​
2,100,000
​​
—
​​
260,763
​​
5,480,928
​
​
2018
​​
1,050,000
​​
—
​​
525,375
​​
524,295
​​
1,237,500
​​
—
​​
169,907
​​
3,507,077
​
​
Sallie A. DeMarsilis,
Chief Financial Officer
​​
2020
​​
601,924
​​
—
​​
425,592
​​
—
​​
—
​​
—
​​
93,469(5)
​​
1,120,985
​
​
2019
​​
520,672
​​
—
​​
324,953
​​
—
​​
328,125
​​
—
​​
61,113
​​
1,234,863
​
​
2018
​​
499,897
​​
50,000
​​
124,923
​​
124,989
​​
262,500
​​
—
​​
60,200
​​
1,122,509
​
​
Frank A. Morelli,
SVP Global Info.
Tech. & Operations
​​
2020
​​
517,404
​​
—
​​
323,110
​​
—
​​
—
​​
—
​​
35,827(6)
​​
876,341
​
​
2019
​​
502,404
​​
—
​​
313,727
​​
—
​​
290,375
​​
—
​​
35,048
​​
1,141,554
​
​
2018
​​
489,827
​​
—
​​
122,588
​​
122,610
​​
255,000
​​
—
​​
34,500
​​
1,024,525
​
​
​​
​​
​​
​​
​​
​​
​​
​​
—
​
​
Mitchell C. Sussis,
SVP, General Counsel and Secretary
​​
2020
​​
387,405
​​
—
​​
193,478
​​
—
​​
—
​​
—
​​
29,327(7)
​​
610,210
​
​
2019
​​
373,269
​​
—
​​
186,487
​​
—
​​
172,500
​​
—
​​
28,615
​​
760,871
​
​
2018
​​
365,000
​​
50,000
​​
72,969
​​
73,017
​​
124,100
​​
—
​​
28,250
​​
713,336
​
​
Vivian D'Elia,
SVP Human Resources
​​
2020
​​
344,806
​​
—
​​
163,991
​​
—
​​
—
​​
—
​​
27,154(8)
​​
535,951
​
​
2019
​​
317,770
​​
—
​​
119,291
​​
—
​​
100,800
​​
—
​​
25,865
​​
563,726
​
​
2018
​​
310,269
​​
—
​​
46,467
​​
46,665
​​
90,000
​​
—
​​
25,500
​​
518,901
​
​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
—
​
22
(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.

(2)
Amounts shown under the “Stock Awards” column and 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 awards on the date of grant calculated in accordance with FASB ASC Topic 718. Assumptions used in calculating these amounts are described in Note 1015 to the Company’s audited financial statements for the fiscal year ended January 31, 2018,2020, included in our Annual Report on Form 10-K filed with the SEC on March 29, 2018. The26, 2020. Except as indicated in note (3) immediately below, the stock and option awards granted in fiscal 2016, 20172018, 2019 and 20182020 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, except that the stock awards granted to Mr. E. Grinberg in fiscal 20172018 and 2018 eachthe performance-based RSUs granted to all the named executive officers in fiscal 2019 and 2020 included a performance vesting conditionconditions related to corporate financial performance for the respective year of grant.

(3)
Represents the cash component of the annual incentive payments under the EPP and the Annual Incentive Compensation Plan. The equity component of such annual incentive payments is reflected in the “Stock Awards” column for the fiscal year in which the equity grant is made (i.e., the fiscal year immediately following the fiscal year in respect of which the bonus is paid). Starting with the equity components in respect of the fiscal 2019 Annual Incentive Compensation Plan, such equity components vest one-third per year on each of the first three anniversaries of the grant date. See “Fiscal 20182020 Executive Compensation Components – Equity Incentive Compensation” above.

(4)
Includes a taxable car allowance and automobile insurance reimbursement of $25,500.$21,355. Includes $36,007$36,008 for premiums paid in respect of certain life insurance policies purchased for Mr. E. Grinberg by the Company. Under his arrangement with the Company, Mr. E. 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 $3,400 matching contribution made by the Company for the account of Mr. E. Grinberg under the Company’s 401(k) Plan. Includes a matching cash contribution of $84,000$191,077 and a matching non-cash contribution of phantom stock units valued at $21,000$47,769 (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.

(5)
Includes a taxable car allowance of $6,600 and a taxable housing allowance of $25,200. Includes a $3,400 matching contribution made
24
by the Company for the account of Ms. DeMarsilis under the Company’s 401(k) Plan. Includes a matching cash contribution of $46,615 and a matching non-cash contribution of phantom stock units valued at $11,654 (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.
(6)
Includes a taxable car allowance of $6,600. Includes a $3,400 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 $20,000$20,662 and a matching non-cash contribution of phantom stock units valued at $5,000$5,165 (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.
(7)
Includes a taxable car allowance of $6,600. Includes a $3,400 matching contribution made by the Company for the account of Mr. Sussis under the Company’s 401(k) Plan. Includes a matching cash contribution of $15,462 and a matching non-cash contribution of phantom stock units valued at $3,865 (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 $6,600. Includes a $3,400 matching contribution made by the Company for the account of Ms. D’Elia under the Company’s 401(k) Plan. Includes a matching cash contribution of $13,723 and a matching non-cash contribution of phantom stock units valued at $3,431 (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.

(6)Includes a taxable car allowance of $6,600. Includes a $3,400 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 $19,600 and a matching non-cash contribution of phantom stock units valued at $4,900 (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.

(7)Includes a taxable car allowance of $6,600. Includes a $3,400 matching contribution made by the Company for the account of Mr. Sussis under the Company’s 401(k) Plan. Includes a matching cash contribution of $14,600 and a matching non-cash contribution of phantom stock units valued at $3,650 (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 $6,600. Includes a $3,400 matching contribution made by the Company for the account of Ms. D’Elia under the Company’s 401(k) Plan. Includes a matching cash contribution of $12,400 and a matching non-cash contribution of phantom stock units valued at $3,100 (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.

(9)Includes payments of $907,200 made to Mr. Quintero in connection with his separation of service, as described above under “Mr. Quintero’s Separation Arrangements.” Includes a taxable car allowance of $3,000. Includes a $1,914 matching contribution made by the Company for the account of Mr. Quintero under the Company’s 401(k) Plan. Includes a matching cash contribution of $14,308 and a matching non-cash contribution of phantom stock units valued at $4,769 (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.

23
GRANTS OF PLAN-BASED AWARDS IN FISCAL 20182020
​
Name
​​
Grant
Date
​​
Date of Action
by Committee
​​
Estimated
Possible
Payouts
Under Non-
Equity Incentive
Plan Awards(1)
​​
Estimated Possible Payouts
Under Equity Incentive Plan Awards(2)
​​
All Other
Stock Awards:
Number of
Shares of
Stock or Units
#(3)
​​
Grant
Date Fair
Value of
Stock
Awards
($)(4)
​
​
(a)
​​
(b)
​​
 
​​
(d)
​​
(f)
​​
(g)
​​
(h)
​​
(i)
​​
(l)
​
​
 
​​
 
​​
 
​​
Target
($)
​​
Threshold
(#)
​​
Target
(#)
​​
Maximum
(#)
​​
 
​​
 
​
​
Efraim Grinberg
​​
03/26/2019
​​
03/26/2019
​​
1,800,000
​​
 
​​
 
​​
 
​​
 
​​
 
​
​
04/17/2019
​​
03/26/2019
​​
​​
13,674
​​
27,347
​​
41,021
​​
​​
899,990
​
​
04/17/2019
​​
03/26/2019
​​
 
​​
 
​​
 
​​
 
​​
13,104
​​
431,253
​
​
04/17/2019
​​
03/26/2019
​​
​​
​​
​​
​​
27,347
​​
899,990
​
​
Sallie DeMarsilis
​​
03/26/2019
​​
03/26/2019
​​
360,000
​​
​​
​​
​​
​​
​
​
04/17/2019
​​
03/26/2019
​​
​​
2,735
​​
5,469
​​
8,204
​​
​​
179,985
​
​
04/17/2019
​​
03/26/2019
​​
​​
​​
​​
​​
1,994
​​
65,623
​
​
04/17/2019
​​
03/26/2019
​​
​​
​​
​​
​​
5,469
​​
179,985
​
​
Frank Morelli
​​
03/26/2019
​​
03/26/2019
​​
260,000
​​
 
​​
 
​​
 
​​
 
​​
 
​
​
04/17/2019
​​
03/26/2019
​​
​​
1,975
​​
3,950
​​
5,925
​​
​​
129,995
​
​
04/17/2019
​​
03/26/2019
​​
 
​​
 
​​
 
​​
 
​​
1,918
​​
63,121
​
​
04/17/2019
​​
03/26/2019
​​
​​
​​
​​
​​
3,950
​​
129,995
​
​
Mitchell Sussis
​​
03/26/2019
​​
03/26/2019
​​
156,000
​​
​​
​​
​​
​​
​
​
04/17/2019
​​
03/26/2019
​​
​​
1,185
​​
2,370
​​
3,555
​​
​​
77,997
​
​
04/17/2019
​​
03/26/2019
​​
​​
​​
​​
​​
1,139
​​
37,484
​
​
04/17/2019
​​
03/26/2019
​​
​​
​​
​​
​​
2,370
​​
77,997
​
​
Vivian D'Elia
​​
03/26/2019
​​
03/26/2019
​​
140,000
​​
​​
​​
​​
​​
​
​
04/17/2019
​​
03/26/2019
​​
​​
1,064
​​
2,127
​​
3,191
​​
​​
70,000
​
​
04/17/2019
​​
03/26/2019
​​
 
​​
 
​​
 
​​
 
​​
729
​​
23,991
​
​
04/17/2019
​​
03/26/2019
​​
​​
​​
​​
​​
2,127
​​
70,000
​

 NameGrant Date
Date of
 Action by
 Committee
Estimated Possible Payouts Under
 Non-Equity Incentive Plan Awards
Estimated
Possible
 Payouts
Under
Equity
 Incentive
Plan
Awards
(#)
(2)
All
Other
Stock
Awards:
Number
 of
 Shares
 of Stock
or Units
#
(3)
All Other
 Option
Awards:
Number of
Securities
Underlying
 Options
(#)
(4)
Exercise
or Base
Price of
Option
Awards
($/sh)
Grant
Date Fair
Value of
Stock
 and
Option
Awards
($)
(5)
(a)(b) (c)(d)(e)(g)(i)(j)(k)(l)
   
Threshold
($)(1)
Target
($)(1)
Maximum
($)(1)
Target    
Efraim Grinberg04/17/201703/16/2017 1,050,000 2,100,000   22,500    525,375
 04/17/201703/16/2017         57,300  23.35 524,295
           
Sallie DeMarsilis04/17/201703/16/2017   250,000  500,000   5,350   124,923
 04/17/201703/16/2017         13,660  23.35 124,989
           
Frank Morelli04/17/201703/16/2017   245,000  490,000   5,250   122,588
 04/17/201703/16/2017         13,400  23.35 122,610
           
Mitchell Sussis04/17/201703/16/2017   146,000  292,000   3,125    72,969
 04/17/201703/16/2017          7,980  23.35  73,017
           
Vivian D'Elia04/17/201703/16/2017    93,000  186,000   1,990    46,467
 04/17/201703/16/2017          5,100  23.35  46,665
           
(1)
IncludesReflects annual incentive opportunities for the named executive officers in fiscal 20182020 under the Company’s EPP and Annual Incentive Compensation Plan. Payouts are typically made 75% in cash and 25% in time-based restricted stock units with three-year vesting. See “Fiscal 20182020 Executive Compensation Components – Performance Based Annual Incentive Compensation” above. There isare no threshold or maximum performance levellevels provided for under the EPP or the Annual Incentive Compensation Plan. Mr. Quintero was not given an annual incentive opportunity for fiscal 2018 due to his separation from the Company on April 30, 2017.

(2)
(2)
Reflects the performance-based vestingrestricted stock award for Mr. E. Grinbergunit awards discussed above under “Equity“– Equity Incentive Compensation.Compensation.” SinceAs explained in that section, the performance condition (which related to fiscal 2018 operating profit) wasconditions were not achieved, resulting in the shares subject to this award will now cliff-vest on the third anniversarycancellation of the grant date.these awards with no payout.
25
(3)
(3)
Reflects time-vesting stock awards discussed above under “Equity“– Equity Incentive Compensation.Compensation.” The higher award number for each named executive officer reflects his or her annual equity grant under the fiscal 2020 long-term incentive program, while the lower award number reflects the portion of his or her fiscal 2019 Annual Incentive Compensation Plan bonus paid in equity rather than cash. The shares subject to the 2020 long-term incentive awards cliff-vest on the third anniversary of the grant date.

(4)Reflects stock optionsdate, whereas the shares subject to purchase Common Stock granted under the Stock Plan. These options become fully exercisable2019 bonus awards vest in equal installments on each of the third anniversaryfirst three anniversaries of the grant date. All of the options expire on the tenth anniversary of the grant date.

(5)(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.
24

OUTSTANDING EQUITY AWARDS AT FISCAL 20182020 YEAR-END
​
 
​​
Option Awards
​​
Stock Awards
​
​
(a)
​​
(b)
​​
(c)
​​
(e)
​​
(f)
​​
(g)
​​
(h)
​​
(i)
​​
(j)
​
​
Name
​​
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
​​
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable (1)
​​
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
(#) (2)
​​
Equity Incentive
Plan Awards:
Market or
Payout Value of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested
($)
​
​
Efraim Grinberg
​​
60,000
​​
 
​​
26.59
​​
04/20/2022
​​
121,767
​​
2,096,828
​​
—
​​
—
​
​
32,600
​​
​​
30.34
​​
04/19/2023
​​
​​
​​
​​
​
​
27,000
​​
 
​​
42.12
​​
04/15/2024
​​
 
​​
 
​​
 
​​
 
​
​
43,440
​​
​​
27.74
​​
04/15/2026
​​
​​
​​
​​
​
​
 
​​
57,300
​​
23.35
​​
04/17/2027
​​
 
​​
 
​​
 
​​
 
​
​
Sallie DeMarsilis
​​
18,800
​​
 
​​
26.59
​​
04/20/2022
​​
22,327
​​
384,471
​​
—
​​
—
​
​
7,900
​​
​​
30.34
​​
04/19/2023
​​
​​
​​
​​
​
​
6,300
​​
 
​​
42.12
​​
04/15/2024
​​
 
​​
 
​​
 
​​
 
​
​
9,850
​​
​​
30.36
​​
04/15/2025
​​
​​
​​
​​
​
​
10,534
​​
 
​​
27.74
​​
04/15/2026
​​
 
​​
 
​​
 
​​
 
​
​
​​
13,660
​​
23.35
​​
04/17/2027
​​
​​
​​
​​
​
​
Frank Morelli
​​
8,400
​​
​​
26.59
​​
04/20/2022
​​
20,298
​​
349,532
​​
—
​​
—
​
​
7,750
​​
 
​​
30.34
​​
04/19/2023
​​
 
​​
 
​​
 
​​
 
​
​
6,100
​​
​​
42.12
​​
04/15/2024
​​
​​
​​
​​
​
​
9,650
​​
 
​​
30.36
​​
04/15/2025
​​
 
​​
 
​​
 
​​
 
​
​
10,317
​​
​​
27.74
​​
04/15/2026
​​
​​
​​
​​
​
​
 
​​
13,400
​​
23.35
​​
04/17/2027
​​
 
​​
 
​​
 
​​
 
���
​
Mitchell Sussis
​​
3,171
​​
 
​​
27.74
​​
04/15/2026
​​
12,090
​​
208,190
​​
—
​​
—
​
​
​​
7,980
​​
23.35
​​
04/17/2027
​​
​​
​​
​​
​
​
Vivian D'Elia
​​
6,400
​​
​​
26.59
​​
04/20/2022
​​
8,337
​​
143,563
​​
—
​​
—
​
​
2,700
​​
 
​​
30.34
​​
04/19/2023
​​
 
​​
 
​​
 
​​
 
​
​
2,200
​​
​​
42.12
​​
04/15/2024
​​
​​
​​
​​
​
​
3,660
​​
 
​​
30.36
​​
04/15/2025
​​
 
​​
 
​​
 
​​
 
​
​
3,910
​​
​​
27.74
​​
04/15/2026
​​
​​
​​
​​
​
​
 
​​
5,100
​​
23.35
​​
04/17/2027
​​
 
​​
 
​​
 
​​
 
​

 Option AwardsStock Awards
(a)(b)(c)(e)(f)(g)(h)(i)(j)
Name
Number of
Securities
Underlying
Unexercised
 Options (#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
(1)
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
(#)
(2)
Equity
 Incentive
 Plan
Awards:
Market or
Payout
Value of
 Unearned
Shares,
Units or
Other
Rights
 That Have
 Not
 Vested
($)
Efraim Grinberg60,000 26.5904/20/20227,210220,62640,5251,240,065
 32,600 30.3404/19/2023    
 27,000 42.1204/15/2024    
  43,44027.7404/15/2026    
  57,30023.3504/17/2027    
         
Sallie DeMarsilis18,800 26.5904/20/202215,464473,198  
 7,900 30.3404/19/2023    
 6,300 42.1204/15/2024    
  9,85030.3604/15/2025    
  10,53427.7404/15/2026    
  13,66023.3504/17/2027    
         
Frank Morelli18,400 26.5904/20/202215,153463,682  
 7,750 30.3404/19/2023    
 6,100 42.1204/15/2024    
  9,65030.3604/15/2025    
  10,31727.7404/15/2026    
  13,40023.3504/17/2027    
         
Mitchell Sussis 3,17127.7404/15/202612,967396,790  
  7,98023.3504/17/2027    
         
Vivian D'Elia6,400 26.5904/20/20225,741175,675 -
 2,700 30.3404/19/2023    
 2,200 42.1204/15/2024    
  3,66030.3604/15/2025    
  3,91027.7404/15/2026    
  5,10023.3504/17/2027    
         
Ricardo Quintero19,853 40.5207/13/2024    
(1)
(1)The options with an exercise price of $30.36/share were granted April 15, 2015 and vest April 15, 2018. The options with an exercise price of $27.74/share were granted April 15, 2016 and vest April 15, 2019. The options with an exercise price of $23.35/share were granted April 17, 2017 and vest April 17, 2020. All vesting dates are contingent on continued employment though such dates.
26
(2)
Represents unvested stock awards granted under the Company’s Stock Plan which is discussed above under “Fiscal 20182020 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. Since the performance period for all performance-based RSUs ended on or prior to the end of fiscal 2020, the actual number of shares earned, if any, is included in column (g) as the vesting of such shares is subject only to continued employment and is no longer subject to a performance condition.
25

​
Name
​​
Vesting Date
​​
Shares (#)
​
​
Efraim Grinberg
04/15/2019
04/15/2019
​		​
04/17/2020
7,210
18,025
​		​
22,500
​
Sallie DeMarsilis​
04/15/201816/2021
​​
58,816
​
​
04/15/201917/2022
​​
40,451
​
​
Sallie DeMarsilis
​​
04/17/2020
3,995
6,119
​		​
5,350
​
Frank Morelli​
04/15/201816/2021
​​
9,514
​
​
04/15/201917/2022
​​
7,463
​
​
Frank Morelli
​​
04/17/2020
3,910
5,993
​		​
5,250
​
​
04/16/2021
​​
9,180
​
​
04/17/2022
​​
5,868
​
​
Mitchell Sussis
11/19/2018
04/15/2019
​		​
04/17/2020
8,000
1,842
​		​
3,125
​
Vivian D’Elia​
04/15/201816/2021
​​
5,456
​
​
04/15/201917/2022
​​
3,509
​
​
Vivian D'Elia
​​
04/17/2020
1,480
2,271
​		​
1,990
​
​
04/16/2021
​​
3,491
​
​
04/17/2022
​​
2,856
​

OPTION EXERCISES AND STOCK VESTED DURING FISCAL 20182020
​
 
​​
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
​​
—
​​
—
​​
25,235
​​
831,241
​
​
Sallie DeMarsilis
​​
—
​​
—
​​
6,119
​​
201,560
​
​
Frank Morelli
​​
—
​​
—
​​
5,993
​​
197,409
​
​
Mitchell Sussis
​​
—
​​
—
​​
1,842
​​
60,675
​
​
Vivian D'Elia
​​
—
​​
—
​​
2,271
​​
74,807
​

 Option AwardsStock 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         58,000       331,180          17,935          411,608
Sallie DeMarsilis         10,000         47,300            4,395          100,865
Frank Morelli - -            4,065            93,292
Mitchell Sussis - - - -
Vivian D'Elia - -            1,484            34,058
Ricardo Quintero - - - -
   (1)                Value represents the number of shares vesting multiplied by the market price of the shares on the vesting date.

(1)
Value represents the number of shares vesting multiplied 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. E. Grinberg isand Ms. DeMarsilis are in Group I; while he was an employee, Mr. Quintero was in Group I; and Ms. D’Elia, Ms. DeMarsilis, Mr. Morelli and Mr. Sussis 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.
2627
The following table shows the deferrals made by the named executive officers and the contributions made by the Company under the DCP in fiscal 2018.2020.

NONQUALIFIED DEFERRED COMPENSATION IN FISCAL 20182020
​
(a)
​​
(b)
​​
(c)
​​
(d)
​​
(e)
​​
(f)
​
​
 
​​
Executive
Contributions
in Last FY(1)
($)
​​
Registrant
Contributions
in Last FY(1)
($)
​​
Aggregate
Earnings in Last
FY(2)
($)
​​
Aggregate
Withdrawals/
Distributions
($)
​​
Aggregate Balance
at Last FYE(3)
($)
​
​
Efraim Grinberg
​​
118,846
​​
238,846
​​
789,047
​​
—
​​
9,528,841
​
​
Sallie DeMarsilis
​​
227,704
​​
58,269
​​
310,456
​​
—
​​
3,129,422
​
​
Frank Morelli
​​
253,382
​​
25,827
​​
506,985
​​
—
​​
3,531,437
​
​
Mitchell Sussis
​​
19,327
​​
19,327
​​
5,765
​​
—
​​
170,159
​
​
Vivian D'Elia
​​
96,476
​​
17,154
​​
368,973
​​
—
​​
3,207,999
​

(a)(b)(c)(d)(e)(f)
 
Executive
Contributions in Last
FY (1)
($)
Registrant Contributions in Last
FY (1)
($)
Aggregate Earnings in Last
FY (2)
($)
Aggregate
 Withdrawals/
 Distributions
($)
Aggregate
Balance at Last
FYE (3)
($)
Efraim Grinberg109,038105,0001,661,914-8,593,633
Sallie DeMarsilis140,00025,000410,772-2,362,304
Frank Morelli161,70024,500444,890-2,541,805
Mitchell Sussis18,25018,2509,761-91,196
Vivian D'Elia21,22915,500444,699-2,616,129
Ricardo Quintero17,88419,07771,270344,990-
(1)
(1)
The amounts reported in column (b) are also reported as compensation to the named executive officer in columns (c) and/or (g) of the SUMMARY COMPENSATION TABLE above. The amounts reported in column (c) are also reported as compensation to the named executive officer in column (i) of the SUMMARY COMPENSATION TABLE above.
(2)
(2)
These amounts are not required to be reported as compensation in the Summary Compensation Table for fiscal 20182020 because there were no above-market earnings on the deferred compensation.
(3)
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 and Ms. D’Elia. Mr. Morelli and Ms. D’Elia were not named executive officers prior to fiscal 2010 and fiscal 2017, respectively. Therefore, the portions of the aggregate balances for Mr. Morelli and Ms. D’Elia attributable to contributions and earnings prior to fiscal 2010 and fiscal 2017, respectively, were not previously disclosed in Summary Compensation Tables in our prior proxy statements. Mr. Quintero’s unvested balance of $176,186 was forfeited in connection with his separation from the Company.

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 third-party investment funds that largely track the funds offered under the 401(k) Plan.
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 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.
27

POTENTIAL PAYMENTS ON TERMINATION OR CHANGE IN CONTROL

None of the named executive officers have employment agreements. The Company has entered into severance and change in control agreements with Mr. Morelli and Ms. D’Elia, which are described below. In addition, the DCP and the Stock Plan provide for accelerated vesting of Company matching contributions and
28
of equity compensation (stock options and stock awards), respectively, 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. Morelli has an agreement providing for the continuation of his then applicable annual base salary, paid bi-weekly 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 if by Mr. Morelli, other than because of an “adverse change” in the conditions of his employment. Mr. Morelli’s agreement defines 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;
       ●altering his duties or responsibilities so that his position becomes one of substantially less importance, dignity or scope; 
       ●reducing his base salary; 
       ●
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 agreement also obligates 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, 2018,2020, 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 $490,000$520,000 through July 31, 2019,2021, for a total of $735,000.

$780,000.
Mr. Morelli has a severance agreement with the Company providing that, although he 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. The agreement also contains a non-competition clause that prohibits employment in the watch or jewelry industry for six months after termination of employment with the Company, prohibits the solicitation of Company employees and customers for twelve months after termination of employment, and contains a confidentiality provision. If the Company had terminated the employment of Mr. Morelli without cause on January 31, 2018,2020, then he would have been entitled to receive $490,000$520,000 in severance paid in bi-weekly installments through January 31, 2019.

2021.
Ms. D’Elia has a severance agreement with the Company providing that, although she is employed at will, she will be entitled to receive severance payments in the form of salary continuation upon termination of her 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. The agreement also contains a non-competition clause that prohibits employment in the watch or jewelry industry for six months after termination of employment with the Company, prohibits the solicitation of Company employees and customers for twelve months after termination of employment, and contains a confidentiality provision. If the Company had terminated the employment of Ms. D’Elia without cause on January 31, 2018,2020, then she would have been entitled to receive $310,000$350,000 in severance paid in bi-weekly installments through January 31, 2019.2021.
2829

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;
●
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;
●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 of Directors 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, 2018.2020.
​
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
​​
388,000
​​
—
​​
2,096,828
​
​
Sallie DeMarsilis
​​
82,336
​​
—
​​
384,471
​
​
Frank Morelli(3)
​​
—
​​
—
​​
—
​
​
Mitchell Sussis
​​
39,353
​​
—
​​
208,190
​
​
Vivian D'Elia(3)
​​
—
​​
—
​​
—
​

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 Grinberg293,546539,6631,460,691
 Sallie DeMarsilis62,806131,526473,198
 Frank Morelli (3)---
 Mitchell Sussis30,22866,924396,790
 Vivian D'Elia (3)---

(1)
(1)
The value of early vesting of stock options was determined based on the extent (if any) by which $30.60/$17.22/share, which was the closing price of the Company’s Common Stock as reported on the NYSE on January 31, 2018,2020, exceeded the exercise price of the subject options.
(2)
(2)
The value of early vesting of stock awards was determined based on a value of $30.60/$17.22/share, which was the closing price of the Company’s Common Stock as reported on the NYSE on January 31, 2018.
2020.
(3)
(3)
Since Ms. D’Elia and Mr. Morelli qualify for retirement vesting under the DCP and the Stock Plan (see immediately below), a change in control would not effectively accelerate the vesting of their awards under these plans.
Death or Disability; Retirement

If any of the named executive officers had died, become permanently disabled or retired on January 31, 2018,2020, 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 thatif 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,
30
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, 20182020 are shown in the table above.
29

PAY RATIO DISCLOSURE

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following information about the relationship of the annual total compensation of ChairmanChair and CEO Efraim Grinberg to that of our median employee.

To identify the median employee, we used the total calendar 2019 compensation as reflected in our tax records for all employees, excluding our ChairmanChair and CEO, who were employed by us on DecemberJanuary 31, 2017.2020. We included full-time, part-time, seasonal and temporary employees. We converted compensation paid in foreign currencies using the applicable prevailing exchange rate in effect on December 31, 2017.

2019.
After identifying the median employee, we calculated annual total compensation for the median employee using the same methodology we used for determining total compensation for our Named Executive Officersnamed executive officers as shown in the Summary Compensation Table for Fiscal 20182020 above. For fiscal 2018,2020, the annual total compensation of Efraim Grinberg was $3,507,077$3,722,187 and the annual total compensation of our median employee was $34,084,$39,642, resulting in a ratio of 10394 to 1.

The SEC rules for identifying the median employee and calculating the pay ratio permit companies to use various methodologies and assumptions, to apply certain exclusions and to make reasonable estimates that reflect their employee population and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio that we have reported.

DIRECTOR COMPENSATION

No executive officer of the Company receives any additional compensation for serving on the Board of Directors. The annual base compensation paid to the non-employee directors for fiscal 2018 remained2020 was left unchanged from fiscal 2017 levels2019 and consisted of a $65,000$70,000 cash retainer and an equity component valued at approximately $95,000$105,000 in the form of a stock award, cliff-vesting in one year. In addition to the annual base compensation, the annual retainers paid to the committee chairpersonschairs remain unchanged from fiscal 2019 levels and were as follows: Audit: $17,500; and Compensation and Nominating/Corporate Governance: $12,500 each;each. In light of the substantial time commitment and valuable contribution of the lead director, the annual retainer paid to the lead director was increased to a cash retainer of $50,000 and an equity component valued at $25,000. The cash compensation is paid quarterly and the equity grant isgrants are made once each year in April.

annually after the reporting of financial results for the prior fiscal year. Each director is also granted an annual allowance for the purchase of Company watches up to an aggregate suggested retail value of $5,000. In addition, recognizing
Recognizing that ownership of the Company’s common stockCommon Stock more closely aligns non-employee director interests with the long-term interests of shareholders and is consistent with best governance practices, the Compensation Committee recommended and the Board of Directors adopted stock ownership guidelines for the non-employee directors to the effect that each non-employee director is expected to beneficially own shares of the Company’s Common Stock with a market value of at least $200,000.
31
The following table shows the cash amounts and the value of other compensation paid to each non-employee director in respect of fiscal 2018:2020:

(a)(b)(c)(d)(e)(f)
Name
Fees Earned or
 Paid in Cash
($)
Stock Awards (1)
($)
Option Awards
($)
All Other
Compensation (2)
($)
Total
($)
Margaret Hayes Adame65,00095,035-1,250161,285
Peter Bridgman65,00095,035-1,250161,285
Richard Coté48,75095,035-915144,700
Alan H. Howard102,50095,035-479198,014
Richard Isserman82,50095,035-1,418178,953
Nathan Leventhal77,50095,035--172,535
Maurice Reznik65,00095,035-1,250161,285

​
(a)
​​
(b)
​​
(c)
​​
(d)
​​
(e)
​​
(f)
​
​
Name
​​
Fees Earned or Paid in
Cash
($)
​​
Stock Awards(1)
($)
​​
Option
Awards
($)
​​
All Other
Compensation(2)
($)
​​
Total
($)
​
​
Peter Bridgman
​​
70,000
​​
105,000
​​
—
​​
1,225
​​
176,225
​
​
Richard Coté
​​
70,000
​​
105,000
​​
—
​​
—
​​
175,000
​
​
Alan H. Howard
​​
132,500
​​
130,000
​​
—
​​
—
​​
262,500
​
​
Richard Isserman
​​
87,500
​​
105,000
​​
—
​​
—
​​
192,500
​
​
Ann Kirchner(3)
​​
42,885
​​
63,681
​​
—
​​
—
​​
106,566
​
​
Nathan Leventhal
​​
82,500
​​
105,000
​​
—
​​
—
​​
187,500
​
​
Maurice Reznik
​​
70,000
​​
105,000
​​
—
​​
875
​​
175,875
​
​
Stephen Sadove
​​
70,000
​​
105,000
​​
—
​​
274
​​
175,274
​
30
(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. Assumptions used in calculating these amounts are described in Note 1015 to the Company’s audited financial statements for the fiscal year ended January 31, 2018,2020, included in our Annual Report on Form 10-K filed with the SEC on March 29, 2018.26, 2020. Each non-employee director was granted one stock award in fiscal 20182020 for 4,0703,191 shares of the Company’s Common Stock.Stock (3,066 shares in the case of Ms. Kirschner, who joined the Board during the year; and 3,950 shares in the case of Mr. Howard, whose grant included compensation for his role as lead director). At January 31, 20182020 each non-employee director held no other stock awards except this one, unvested stock award; provided that Mr. Coté also held 18,265 restricted stock units and 38,435 stock options that had been granted to him during his tenure as an executive officer of the Company.

(2)
Each non-employee director is provided an annual allowance for the purchase of Company watches up to an aggregate suggested retail value of $5,000. The amounts listed above reflect the actual allowance utilized by each non-employee director, at Company cost.

(3)
Ms. Kirschner joined the Board on June 20, 2019.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mr. Alex Grinberg, a beneficial owner of more than five percent of the Company’s Class A Common Stock, a member of the Board of Directors, and the brother of Efraim Grinberg, is the Company’s Senior Vice President Customer/Consumer Centric Initiatives in the United States and earned $326,439$338,270 in salary in fiscal 2018.2020. In addition, as a participant in the Company’s Annual Incentive Compensation Plan and the Stock Plan, Mr. A. Grinberg received a cash bonusawards of $136,000 in respect of fiscal 2018 and an award of 860 time-vesting shares last year,in fiscal 2020 valued at $82,472, subject to the same terms and conditions applicable to similar awards made to the other participants in those plans. Mr. A. Grinberg is also a member of the Board of Directors.

that plan.
Ms. Margot Grinberg, the daughter of Efraim Grinberg, is a Brand DirectorVice President E-Commerce for the Company and earned $117,788$170,674 in salary and a cash bonus of $22,500 in fiscal 2018.

2019. In addition, as a participant in the Stock Plan, Ms. Grinberg received an award of time-vesting shares in fiscal 2019 valued at $5,628, subject to the same terms and conditions applicable to similar awards made to the other participants in that plan. Mr. Nathan Phalen, the nephew of Efraim Grinberg and Alex Grinberg, is Vice President of operations and finance for the Company’s MVMT brand and earned $115,858 in salary in fiscal 2020.
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 and Alex Grinberg. During fiscal 2020 Mr. Phalen iswas President of Movado Retail Group, Inc., the Company’s retail outlet store business, and earned $427,873$452,404 in salary in fiscal 2018.2020. In addition, as a participant in the Company’s Annual Incentive Compensation Plan and the Stock Plan, Mr. Phalen received a cash bonusawards of $225,000 in respect of fiscal 2018 and an award of 1,145 time-vesting shares last year,in fiscal 2020 valued at $109,985, subject to the same terms and conditions applicable to similar awards made to the other participants in those plans.that plan. Mr. Phalen retired from the Company effective February 21, 2020.

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 disinterested members of the Board of Directors. 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
32
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, is consistent with the best interests of the Company and its shareholders.
31

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, 2018.2020.
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)
​​
1,145,830(2)
​​
$28.41(3)
​​
2,188,603(4)
Equity compensation plans not approved by security holders
​​
—
​​
Not Applicable
​​
—
Total
​​
1,145,830
​​
$28.41
​​
2,188,603


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) 1,193,348     (2) $29.12     (3) 2,594,190     (4) 
Equity compensation plans not approved by security holders (5) 23,434       Not Applicable  -      
Total 1,216,782       $29.12       2,594,190      

(1)
Includes the Stock Plan and the DCP.
(2)
Includes 761,701561,110 shares of Common Stock issuable upon the exercise of options and 342,770490,239 shares of Common Stock issuable upon the vesting of stock awards in each case outstanding under the Stock Plan, as well as 88,87794,481 phantom stock units issuable as 88,87794,481 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 basedshare-based awards. The DCP does not provide for a limit on the number of phantom stock units available for issuance.
(5)         Relates to 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, 2018.
33
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

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, 2018.2020. 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, 20182020 for filing with the SEC.

The Committee and the Board of Directors also have recommended, subject to shareholder approval, the selection of PwC as the Company’s independent auditors for fiscal 2019.

2021.
Members of the Audit Committee:

Richard Isserman, (chairman)
Chair
Peter A. Bridgman

Alan H. Howard
Maurice Reznik

Stephen Sadove
The Report of the Audit Committee is not to be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C or to the liabilities of Section 18 of the Exchange Act, except to the extent the Company specifically requests that such information be treated as soliciting material or specifically incorporates it by reference into any filing under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act.
32

AUDIT-RELATED FEES, TAX FESS AND ALL OTHER FEES

The following table presents the aggregate fees billed for professional services rendered by the Company’s independent registered public accounting firm, 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, 20172019 and 2018.2020.


YearAudit ($)Audit Related ($)Tax ($)All Other ($)Total ($)
20171,787,000-35,0002,0001,824,000
20182,150,000240,00035,0002,0002,427,000
​
Year
​​
Audit ($)
​​
Audit Related ($)
​​
Tax ($)
​​
All Other ($)
​​
Total ($)
​
​
2019
​​
2,399,958
​​
225,000
​​
—
​​
2,826
​​
2,627,784
​
​
2020
​​
2,210,477
​​
6,023
​​
—
​​
900
​​
2,262,400
​
The fees in the table above exclude “out-of-pocket” expenses of approximately $45,000 incurred by PwC and billed to the Company in connection with these services for each of fiscal years 20172019 and 2018.

2020.
Audit fees include fees for audit or review services in accordance with generally accepted auditing standards and fees for services that generally onlyaudits of the Company’s auditors provide, such asannual consolidated financial statements and the effectiveness of its internal control over financial reporting, reviews of the financial statements included in the Company’s Quarterly Reports on Form 10-Q, and services related to statutory audits and review of documents filed with the SEC.regulatory filings. Audit-related fees in fiscal years 2019 and 2020 were for due diligence related to a business transaction. Tax fees were for international tax consultingtransactions and planning related to a business transaction.local statutory requirements, respectively. 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.
34
PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF ACCOUNTANTS

The Audit Committee has appointed PricewaterhouseCoopers LLP to be the Company’s independent registered public accounting firm for the year ending January 31, 2019,2021, subject to ratification of such appointment by the Company’s shareholders. PricewaterhouseCoopers LLP has served as the Company’s independent registered public accounting firm since fiscal year 1977 and is considered by the Audit Committee and the Board of Directors to be well qualified. Representatives of 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 of Directors 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.
35
PROPOSAL 3 – 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 20182020 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 of Directors 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 of Directors 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.
33

Accordingly, we are asking for shareholder approval of the following resolution:

“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 20182020 Annual Meeting of Shareholders is hereby APPROVED.”

The Board of Directors 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 two Formsone Form 4 filed on behalf of 10% Stockholder Miriam PhalenDirector Peter Bridgman relating to three transactions wereone transaction was inadvertently filed 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 properly 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, 2018,2020, as filed with the SEC. Requests should be directed to Mitchell C. Sussis, Secretary, Movado Group, Inc., 650 From Road, Ste. 375, Paramus, New Jersey 07652-3556.

May 11, 201812, 2020

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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. Vote by 11:59 P.M. ET on 06/20/2018 for shares held directly and by 11:59 P.M. ET on 06/18/2018 for shares held in a Plan. 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. Vote by 11:59 P.M. ET on 06/20/2018 for shares held directly and by 11:59 P.M. ET on 06/18/2018 for shares held in a Plan. 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:
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
Except”  and  write  the  number(s)  of  the nominee(s)  on  the  line  below.
The Board of Directors recommends you vote FOR the following:
☐☐
☐
1.Election of Directors
Nominees:
01Margaret Hayes Adame02Peter A. Bridgman03Richard Coté04Alex Grinberg05Efraim Grinberg
 06Alan H. Howard07Richard Isserman08Nathan Leventhal09Maurice Reznik  
The Board of Directors recommends you vote FOR proposals 2. and 3.ForAgainstAbstain
2.To ratify the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2019.☐☐☐
3.To approve, on an advisory basis, the compensation of the Company's named executive officers, as described in the proxy statement under "Executive Compensation". ☐☐ ☐ 
NOTE: To transact such other business as may properly come before the meeting or any adjournment thereof.
YesNo
Please indicate if you plan to attend this meeting☐☐
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]DateSignature (Joint Owners)Date
0000381171_1 R1.0.1.17
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual Report, Notice & Proxy Statement 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 21, 2018
The shareholder(s) hereby appoint(s) Mitchell C. Sussis 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 21, 2018, 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 AND 3. 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
0000381171_2 R1.0.1.17