G III APPAREL GROUP LTD (GIII)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
G III APPAREL GROUP LTD · Meeting: June 11, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Eleven Directors to Serve on the Board of Directors for the Ensuing Year
Long-tenured Chairman and CEO whose oversight coincides with GIII's 3-year total return of +97.3%, which outperforms the compensation peer group median by +85.4 percentage points — well above the 65-point threshold required to trigger an against vote for strong positive TSR periods.
Vice Chairman and President whose tenure coincides with strong 3-year stock performance that significantly outpaces the peer group median; no overboarding, attendance, or independence flags identified.
Independent director serving on the Compensation Committee with relevant business and financial experience; no TSR, overboarding, attendance, or independence flags identified.
Independent director who joined in 2023 and is within the 24-month new-director exemption window from the TSR trigger; serves on the Nominating Committee and brings relevant fashion industry expertise as President of the Fashion Institute of Technology.
Executive Vice President and son of CEO Morris Goldfarb, representing a familial relationship to senior management; however, Jeffrey Goldfarb serves as an employee director rather than on independent committees (Audit or Compensation), so the familial relationship policy trigger for independence does not apply here, and the TSR record is strongly positive.
Independent director serving on the Audit Committee with relevant apparel and consumer industry experience; no overboarding, attendance, or independence flags identified, and GIII's 3-year TSR significantly outperforms peers.
Independent director serving on the Compensation Committee with strong retail merchandising background relevant to GIII's business; no overboarding, attendance, or independence flags identified.
Independent Audit Committee member who joined in 2023 and is within the 24-month new-director exemption from the TSR trigger; designated as an audit committee financial expert, meeting SEC requirements for financial expertise.
Independent director serving on the Nominating Committee with relevant luxury brand and consumer goods experience; no overboarding, attendance, or independence flags identified.
Lead Independent Director and Compensation Committee Chair with long tenure; GIII's 3-year TSR of +97.3% outperforms the peer group median by +85.4 percentage points, far exceeding the 65-point trigger threshold, so no TSR-based against vote applies despite his lengthy tenure.
Independent Audit Committee member who joined in 2023 and is within the 24-month new-director exemption from the TSR trigger; designated as an audit committee financial expert with relevant capital markets experience.
All eleven director nominees receive a FOR vote. GIII's 3-year total return of +97.3% outperforms the compensation peer group median of +11.9% by +85.4 percentage points, well above the 65-point threshold required to trigger an against vote for companies with strong positive returns. Three directors who joined in 2023 (Brown, Shaffer, Yaeger) fall within the 24-month new-director exemption. All directors met the 75% attendance threshold, all committees are composed of independent directors, and the board has multiple designated audit committee financial experts. No overboarding, familial independence, or attendance flags arise.
Say on Pay
✓ FORCEO
Morris Goldfarb
Total Comp
$16,652,646
Prior Support
89%%
The compensation program is heavily performance-oriented: approximately 89% of the CEO's and Vice Chairman's pay is variable and at-risk, well above the 50-60% threshold required by policy. Last year's say-on-pay received 89% shareholder support — no remediation obligation arises. Pay-for-performance alignment is strong: GIII's 3-year total return of +97.3% dramatically outpaces the peer group median of +11.9%, and the fiscal 2026 long-term performance stock awards paid out at maximum (150%) based on rigorous pre-set financial targets that were genuinely exceeded. The CEO's fiscal 2026 reported total compensation of $12.5 million (down from $16.7 million the prior year) and pay mix reflect a program that rewards demonstrated outperformance rather than guaranteed pay, and the company has meaningful clawback and stock ownership policies in place.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$4,749,000
Non-Audit Fees
$1,725,000
Non-audit fees (audit-related fees of $485,000 plus tax fees of $1,240,000, totaling $1,725,000) represent approximately 36% of core audit fees of $4,749,000, which is below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the filing so no tenure trigger can be applied; GIII is a $1.3 billion market cap company appropriately served by a Big 4 firm.
Overall Assessment
The 2026 GIII annual meeting ballot presents four proposals: director elections, advisory say-on-pay, an equity plan share increase, and auditor ratification. All standard proposals (directors, say-on-pay, auditor) receive FOR votes based on GIII's exceptional 3-year total shareholder return that far outpaces its peer group, a pay program that is heavily performance-weighted with verified above-target payouts tied to rigorous financial metrics, strong prior say-on-pay support of 89%, and auditor fees that pass the independence ratio test.
Compensation Peer Group
12 companies disclosed in 2026 proxy filing