Business Context and Reporting Period
Company: G-III Apparel Group, Ltd.
Filing Type: Form 8-K (Current Report)
Date of Report: May 4, 2026
Event Date: April 30, 2026
Context: The Company reported the entry into a material definitive agreement regarding the award of Performance Share Units (PSUs) to Named Executive Officers under the 2023 Long-Term Incentive Plan.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on executive compensation terms and performance metrics rather than current period financial results.
Material Changes and Executive Compensation
The Compensation Committee awarded PSUs to five Named Executive Officers. Vesting is contingent on performance over a three-year period (Fiscal 2027–2029) based on two metrics:
- Adjusted EBIT (75% weighting): Based on cumulative Adjusted Earnings Before Interest and Taxes.
- ROIC (25% weighting): Based on average Return on Invested Capital, reduced by a hypothetical tax rate of 28.5%.
PSU Awards Granted:
| Executive | Position | PSUs Awarded |
|---|---|---|
| Morris Goldfarb | Chairman, CEO, Director | 115,163 |
| Sammy Aaron | Vice Chairman, President, Director | 86,372 |
| Jeffrey Goldfarb | Executive VP, Director | 33,589 |
| Dana Perlman | Chief Growth and Operations Officer | 15,994 |
| Neal S. Nackman | Chief Financial Officer | 7,997 |
Outlook, Risks, and Vesting Terms
Vesting Mechanics:
- Target Achievement: 100% of the award relative to each metric vests if the target is met.
- Performance Range: Vesting can increase to a maximum of 150% or decrease to a minimum of 50% based on performance relative to the target.
- Threshold: No vesting occurs if results fall below the minimum threshold.
- Settlement: Vested shares settle within 90 days of April 15, 2029, contingent on continued employment.
Risks and Contingencies: The awards are subject to adjustment for stock splits or dividends. Vesting is strictly contingent on the Company meeting specific financial targets over the 2027–2029 performance period.
Key Facts for Investor Verification
- Verify the specific numerical targets for "Adjusted EBIT" and "ROIC" defined in the full Performance Share Unit Agreement (Exhibit 10.1), as the 8-K summary does not disclose the target values.
- Confirm the definition of "Adjusted EBIT" to understand which GAAP adjustments are permitted.
- Monitor the Company's fiscal 2027–2029 performance to assess the likelihood of PSU vesting.
- Note that the filing date (May 4, 2026) indicates this is a forward-looking compensation plan for future fiscal years.