MOVADO GROUP INC
For the period ended Jun 18, 2025. Filed May 7, 2025.
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Jun 18, 2025 · Filed May 7, 2025
Contents
Pay Versus Performance
The following table sets forth the pay versus performance disclosure required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K. The Compensation and Human Capital Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the “Compensation Discussion and Analysis,” above.
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) |
|---|---|---|---|---|---|---|---|---|
| Year · Summary Comp. Table Total for CEO(1) · Comp. Actually Paid to CEO(2) · Average Summary Comp. Table Total For Non- CEO NEOs(3) · Average Comp. Actually Paid to Non-CEO NEOs(4) · Value of Initial Fixed $100 Investment On january 31, 2020 Based On: · Net Income(7) · Adjusted Operating Income(8) | ||||||||
| TSR(5) · Peer Group TSR(6) | ||||||||
| FY25 | $5,180,710 | $2,568,705 | $987,238 | $692,182 | 138.44 | 151.53 | $18,364,000 | $27,067,000 |
| FY24 | $5,091,430 | $2,572,951 | $1,040,162 | $465,174 | 187.72 | 127.24 | $41,345,000 | $50,544,000 |
| FY23 | $5,062,875 | $4,260,124 | $1,161,122 | $947,625 | 220.54 | 124.26 | $90,383,000 | $118,437,000 |
| FY22 | $7,212,004 | $11,626,776 | $1,262,676 | $2,411,382 | 221.92 | 128.6 | $90,202,000 | $118,144,000 |
| FY21 | $3,563,463 | $3,776,556 | $1,003,171 | $1,234,019 | 120.55 | 130.17 | $(111,518,000) | $30,724,000 |
| (1) | The dollar amounts reported in column (b) are the amounts of total compensation reported for the CEO for each corresponding year in the “Total Compensation” column of the Summary Compensation Table. Mr. Grinberg was our only CEO for each such year. |
| (2) | The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to the CEO, as computed in accordance with Item 402(v) of Regulation S-K (the “CAP”). CAP does not reflect the actual amount of compensation earned by or paid to the CEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the CEO’s total compensation for each year to determine his CAP. (RSU and stock option values were computed in accordance with FASB ASC Topic 718 as of the dates indicated, with the options using similar assumptions as set forth in the “Stock-Based Compensation” note to the Company’s consolidated financial statements included in Form 10-K for the applicable fiscal year.) |
| Year | Summary Comp. Table Total for CEO | Minus RSUand PSUGrant Date Fair Values | Minus Option Grant Date Fair Values | Plus FYEFair Valueof RSUsand PSUsGrantedDuringFY thatRemainedUnvestedas of FYE | Plus FYE Fair Value of Options Granted During FY that Remained Unvested as of FYE | PlusChange inFair Valueof UnvestedRSUs andPSUs from End of PriorFY toFYE | Plus Change in Fair Value of Unvested Options from End of Prior FY to FYE | Plus Change in Fair Value from End of FY to Vesting Date of RSUs that Vested in FY | PlusChange inFair Valuefrom Endof Prior FYto VestingDate ofOptionsthat Vestedin FY | Compensation Actually Paid to CEO |
|---|---|---|---|---|---|---|---|---|---|---|
| FY25 | $5,180,710 | $3,500,030 | $— | $2,408,948 | $— | $(1,243,451) | $(291,189) | $11,881 | $1,836 | $2,568,705 |
| FY24 | $5,091,430 | $3,500,004 | $— | $3,373,999 | $— | $(455,830) | $(680,644) | $— | $(1,256,000) | $2,572,951 |
| FY23 | $5,062,875 | $937,496 | $937,503 | $871,447 | $706,450 | $(58,046) | $(526,258) | $78,653 | $— | $4,260,124 |
| FY22 | $7,212,004 | $937,561 | $939,319 | $1,258,341 | $1,382,809 | $520,443 | $2,478,000 | $652,059 | $— | $11,626,776 |
| FY21 | $3,563,463 | $— | $1,086,000 | $— | $1,320,000 | $326,453 | $— | $(209,839) | $(137,520) | $3,776,556 |
| (3) | The dollar amounts reported in column (d) represent the average of the amounts reported for the non-CEO NEOs as a group for each corresponding year in the “Total” column of the Summary Compensation Table. Ms. DeMarsilis, Mr. Soltani, Mr. Sussis and former Senior Vice President Human Resources Vivian D’Elia were our only non-CEO NEOs for fiscal years 2021, 2022 and 2023. Ms. DeMarsilis, Mr. Soltani, Mr. Sussis and Ms. Kennedy were our only non-CEO NEOs for fiscal years 2024 and 2025. |
Movado Group, Inc. 37 2025 Proxy Statement
| (4) | The dollar amounts reported in column (e) represent the average of the CAP amounts for the non-CEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The CAP amounts do not reflect the actual average amount of compensation earned by or paid to the Non-CEO NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Non-CEO NEOs for each year to determine their CAP. (RSU and stock option values are computed in accordance with FASB ASC Topic 718 as of the dates indicated, with the options using similar assumptions as set forth in the “Stock-Based Compensation” note to the Company’s consolidated financial statements included in Form 10-K for the applicable fiscal year.) |
| Year | Summary Comp. Table Non-CEO NEOs Average Total | Minus RSU and PSU Grant Date Fair Values | Minus Option Grant Date Fair Values | Plus FYE Fair Value of RSUs and PSUs Granted During FY that Remained Unvested as of FYE | Plus FYE Fair Value of Options Granted During FY that Remained Unvested as of FYE | Plus Change in Fair Value of Unvested RSUs and PSUsfrom End of Prior FYto End of FY | Plus Change in Fair Value of Unvested Options from End of Prior FY to End of FY | Plus Change in Fair Value from End of Prior FY to Vesting Date of RSUs and PSUs that Vested in FY | Plus Change in Fair Value from End of Prior FY to Vesting Date of Options that Vested in FY | Average Compensation Actually Paid to Non-CEO NEOs |
|---|---|---|---|---|---|---|---|---|---|---|
| FY25 | $987,238 | $359,043 | $— | $247,116 | $— | $(141,927) | $(42,920) | $1,512 | $206 | $692,182 |
| FY24 | $1,040,162 | $390,619 | $— | $376,557 | $— | $(57,905) | $(85,471) | $(37,120) | $(380,430) | $465,174 |
| FY23 | $1,161,122 | $156,944 | $156,934 | $145,887 | $118,257 | $(15,751) | $(157,243) | $9,232 | $— | $947,625 |
| FY22 | $1,262,676 | $123,220 | $123,451 | $165,379 | $181,737 | $139,034 | $852,155 | $57,072 | $— | $2,411,382 |
| FY21 | $1,003,171 | $80,133 | $272,235 | $98,135 | $489,200 | $35,862 | $— | $(23,938) | $(16,044) | $1,234,019 |
| (5) | TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period, by the Company’s share price at the beginning of the measurement period. |
| (6) | Represents the TSR, calculated in the same manner as set forth in note (5) immediately above, for the Russell 2000 Index, which is the peer group we utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2025. |
| (7) | The dollar amounts represent the amount of net income reported in the Company’s audited financial statements for the applicable year after eliminating net income attributable to noncontrolling interests. The amounts for fiscal years 2022, 2023 and 2024 reflect the restatement announced on April 11, 2025. |
| (8) | The dollar amounts represent Adjusted Operating Income, which the Company defines as operating income reported in the Company’s audited financial statements, adjusted to eliminate the amortization of acquisition accounting adjustments related to the Olivia Burton and MVMT acquisitions and corporate initiatives. The detailed adjustments for each fiscal year can be found in the Company’s Annual Report on Form 10-K for such year. The Company has determined that Adjusted Operating Income is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to Company performance. The amounts for fiscal years 2022, 2023 and 2024 reflect the restatement announced on April 11, 2025. |
Movado Group, Inc. 38 2025 Proxy Statement
Required Disclosures Regarding the Relationships Between CAP and Certain Performance Metrics
In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.
CAP vs. Cumulative TSR
The following graph demonstrates the relationship of the “compensation actually paid” (CAP) for the CEO and the average CAP for the non-CEO NEOs to the Company’s cumulative TSR and the cumulative TSR of the Russell 2000 Index (which is the peer group used in the Pay Versus Performance table) over the five years presented in the table.
Movado Group, Inc. 39 2025 Proxy Statement
CAP vs. Net Income and Adjusted Operating Income
The following graph demonstrates the relationship of the CAP for the CEO and the average CAP for the non-CEO NEOs to the Company’s Net Income and Adjusted Operating Income over the five years presented in the table.
Financial Performance Measures
In accordance with Item 402(v) of Regulation S-K, the Company is disclosing the three most important financial performance measures used by the Company to link compensation actually paid to our NEOs for fiscal year 2025. Such measures were (unranked):
| • | Adjusted operating income |
|---|
| • | Net sales |
|---|
| • | Net cash provided by operating activities |
|---|
Movado Group, Inc. 40 2025 Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.