Pay vs Performance Disclosure - USD ($)
Feb. 03, 2024
Jan. 28, 2023
Jan. 29, 2022
Jan. 30, 2021
Pay Versus Performance
The following summarizes the relationship between our CEO’s, and our other Named Executive Officers’, total compensation paid and our financial performance for the fiscal years shown in the table (in this discussion, our CEO is also referred to as our principal executive officer or “PEO”, and our Named Executive Officers other than our CEO are referred to as our
“Non-PEO
NEOs”): Average Summary Compensation Table Total for Non-PEO NEOs ($)(1)(2) |
Average Compensation Actually Paid to Non-PEO NEOs ($)(3) |
Value of Initial Fixed $100 Investment Based On: |
||||||||||||||||||||||||||||||
Fiscal Year |
Summary Compensation Table Total for CEO ($)(1)(2) |
Compensation Actually Paid to CEO ($)(3) |
Guess TSR ($)(4) |
S&P 1500 Apparel Retail Index TSR ($)(4) |
Guess Net Income ($ thousands) (5) |
Guess Adjusted Earnings From Operations ($ thousands)(6) |
||||||||||||||||||||||||||
(a) |
(b) |
(c) |
(d) |
(e) |
(f) |
(g) |
(h) |
(i) |
||||||||||||||||||||||||
2024 |
8,154,475 | 7,347,317 | 3,938,956 | 4,277,386 | 122.83 | 171.39 | 198,199 | 255,600 | ||||||||||||||||||||||||
2023 |
5,094,130 | 9,983,960 | 3,519,862 | 1,421,161 | 115.92 | 138.95 | 149,610 | 262,934 | ||||||||||||||||||||||||
2022 |
15,729,716 | 14,260,731 | 7,310,512 | 6,839,531 | 104.22 | 122.98 | 171,363 | 310,579 | ||||||||||||||||||||||||
2021 |
7,207,281 | 13,583,122 | 6,488,556 | 10,853,459 | 110.61 | 110.43 | (81,229 | ) | 32,079 | |||||||||||||||||||||||
| (1) | Mr. Alberini was our CEO for each of the fiscal years included in the table above. For each of fiscal years 2021 and 2022, our Non-PEO NEOs were Mr. Paul Marciano and Ms. Anderson. For fiscal year 2023, our Non-PEO NEOs were Mr. Paul Marciano, Mr. Secor, and Ms. Anderson. For fiscal year 2024, our Non-PEO NEOs were Mr. Paul Marciano, Mr. Neubrand, Mr. Benarouche, and Mr. Secor. |
| (2) | See the Summary Compensation Table above for detail on the Summary Compensation Table total compensation for our CEO for each fiscal year covered in the table. The average compensation for the Non-PEO NEOs for each fiscal year covered in the table was also calculated from the Summary Compensation Table above. |
| (3) | For purposes of this table, the compensation actually paid (also referred to as “CAP”) to each of our NEOs means the NEO’s total compensation as reflected in the Summary Compensation Table for the applicable fiscal year and adjusted for the following with respect to each NEO: |
| • | Less the amounts reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for the applicable fiscal year, |
| • | Plus the fiscal year-end value of Guess option and stock awards granted in the covered fiscal year which were outstanding and unvested at the end of the covered fiscal year, |
| • | Plus/(less) the change in value as of the end of the covered fiscal year as compared to the value at the end of the prior fiscal year for Guess option and stock awards which were granted in prior fiscal years and were outstanding and unvested at the end of the covered fiscal year, |
| • | Plus the vesting date value of Guess option and stock awards which were granted and vested during the same covered fiscal year, |
| • | Plus/(less) the change in value as of the vesting date as compared to the value at the end of the prior fiscal year for Guess option and stock awards which were granted in prior fiscal years and vested in the covered fiscal year, |
| • | Less, as to any Guess option and stock awards which were granted in prior fiscal years and were forfeited during the covered fiscal year, the value of such awards as of the end of the prior fiscal year, |
| • | Plus the dollar value of any dividends or other earnings paid during the covered fiscal year on outstanding and unvested Guess stock awards (no dividends or dividend equivalents are credited with respect to Guess options and, for other Guess awards, the crediting of dividend equivalents has been taken into account in determining the applicable fiscal year-end or vesting date value of the award), |
| • | Plus, as to a Guess option or stock award that was materially modified during the covered fiscal year, the amount by which the value of the award as of the date of the modification exceeds the value of the original award on the modification date (none of the Guess option or stock awards held by the NEOs were materially modified during the fiscal years covered by the table). |
In making each of these adjustments, the “value” of an option or stock award is the fair value of the award on the applicable date determined in accordance with FASB ASC Topic 718 using the valuation assumptions we then
used to calculate the fair value of our equity awards. For more information on the valuation of our equity awards, please see the notes to our financial statements that appear in our Annual Report on Form
10-K
each fiscal year and the footnotes to the Summary Compensation Table that appears in our annual Proxy Statement. The table above reflects the CAP (determined as noted above) for our CEO and, for our
Non-PEO
NEOs, the average of the CAPs determined for the Non-PEO
NEOs for each of the fiscal years shown in the table. The following table provides a reconciliation of the Summary Compensation Table Total to Compensation Actually Paid for our CEO.
Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for CEO |
Fiscal Year 2024 ($) |
Fiscal Year 2023 ($) |
Fiscal Year 2022 ($) |
Fiscal Year 2021 ($) |
||||||||||||
Summary Compensation Table Total |
8,154,475 |
5,094,130 |
15,729,716 |
7,207,281 |
||||||||||||
Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year |
(3,800,007 | ) | (3,800,000 | ) | (10,861,253 | ) | (3,808,221 | ) | ||||||||
Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year |
4,152,260 | 4,073,265 | 8,874,748 | 9,676,875 | ||||||||||||
Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years |
(1,675,557 | ) | 747,924 | 1,061,066 | 2,242,875 | |||||||||||
Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year |
669,066 | — | — | — | ||||||||||||
Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year |
(152,920 | ) | 3,868,641 | (543,546 | ) | (1,735,688 | ) | |||||||||
Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year |
— | — | — | — | ||||||||||||
Compensation Actually Paid |
7,347,317 |
9,983,960 |
14,260,731 |
13,583,122 |
||||||||||||
The following table provides a reconciliation of the average of the Summary Compensation Table Total for the
Non-PEO
NEOs for a fiscal year to the average of the Compensation Actually Paid for the Non-PEO
NEOs for that fiscal year. Reconciliation of Average Summary Compensation Table Total to Average Compensation Actually Paid for Non-PEO NEOs |
Fiscal Year 2024 ($) |
Fiscal Year 2023 ($) |
Fiscal Year 2022 ($) |
Fiscal Year 2021 ($) |
||||||||||||
Summary Compensation Table Total |
3,938,956 |
3,519,862 |
7,310,512 |
6,488,556 |
||||||||||||
Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year |
(1,454,350 | ) | (1,615,002 | ) | (2,662,509 | ) | (2,667,741 | ) | ||||||||
Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year |
1,372,383 | 1,012,461 | 2,200,626 | 7,558,018 | ||||||||||||
Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years |
2,028 | 91,193 | (385,384 | ) | 324,876 | |||||||||||
Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year |
538,267 | — | — | — | ||||||||||||
Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year |
(119,898 | ) | (126,041 | ) | 376,286 | (850,250 | ) | |||||||||
Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year |
— | (1,461,312 | ) | — | — | |||||||||||
Compensation Actually Paid |
4,277,386 |
1,421,161 |
6,839,531 |
10,853,459 |
||||||||||||
| (4) | Guess TSR represents cumulative total shareholder return on a fixed investment of $100 in the Company’s common stock for the period beginning on the last trading day of fiscal year 2020 through the end of the applicable fiscal year, and is calculated assuming the reinvestment of dividends. S&P 1500 Apparel Retail Index TSR represents cumulative total shareholder return on a fixed investment of $100 in the S&P 1500 Apparel Retail Index for the period beginning on the last trading day of fiscal year 2020 through the end of the applicable fiscal year, and is calculated assuming the reinvestment of dividends. The following chart illustrates the CAP for our CEO and the average CAP for our Non-PEO NEOs for each of the last four fiscal years against the Company’s total shareholder return and the total shareholder return for the S&P 1500 Apparel Retail Index (each calculated as described above) over that period of time. |
| (5) | This column shows the Company’s net income for each fiscal year covered by the table. The following chart illustrates the CAP for our CEO and the average CAP for our Non-PEO NEOs for each of the last four fiscal years against the Company’s net income for each of those years. |
| (6) | This column shows the Company’s earnings from operations (in each case, excluding the impact of certain specified litigation charges, certain professional service and legal fees and related costs, reorganization charges, impairment charges, acquisition charges, and tax and accounting related matters) for each fiscal year covered by the table. We consider earnings from operations to be a key metric in our executive compensation program, used in determining the fiscal year 2024 payouts under our Bonus Plan as well as in determining vesting for a portion of the restricted stock units awarded to each of the Named Executive Officers (other than Mr. Secor). See the “Compensation Discussion and Analysis” section of this Proxy Statement for more information regarding the use of this performance measure in our executive compensation program . The following chart illustrates the CAP for our CEO and the average CAP for our |
Non-PEO NEOs for each of the last four fiscal years against the Company’s earnings from operations (as adjusted) for each of those years. |
Non-PEO
NEOs were Mr. Paul Marciano and Ms. Anderson. For fiscal year 2023, our Non-PEO
NEOs were Mr. Paul Marciano, Mr. Secor, and Ms. Anderson. For fiscal year 2024, our Non-PEO
NEOs were Mr. Paul Marciano, Mr. Neubrand, Mr. Benarouche, and Mr. Secor.
The following table provides a reconciliation of the Summary Compensation Table Total to Compensation Actually Paid for our CEO.
Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for CEO |
Fiscal Year 2024 ($) |
Fiscal Year 2023 ($) |
Fiscal Year 2022 ($) |
Fiscal Year 2021 ($) |
||||||||||||
Summary Compensation Table Total |
8,154,475 |
5,094,130 |
15,729,716 |
7,207,281 |
||||||||||||
Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year |
(3,800,007 | ) | (3,800,000 | ) | (10,861,253 | ) | (3,808,221 | ) | ||||||||
Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year |
4,152,260 | 4,073,265 | 8,874,748 | 9,676,875 | ||||||||||||
Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years |
(1,675,557 | ) | 747,924 | 1,061,066 | 2,242,875 | |||||||||||
Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year |
669,066 | — | — | — | ||||||||||||
Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year |
(152,920 | ) | 3,868,641 | (543,546 | ) | (1,735,688 | ) | |||||||||
Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year |
— | — | — | — | ||||||||||||
Compensation Actually Paid |
7,347,317 |
9,983,960 |
14,260,731 |
13,583,122 |
||||||||||||
The following table provides a reconciliation of the average of the Summary Compensation Table Total for the
Non-PEO
NEOs for a fiscal year to the average of the Compensation Actually Paid for the Non-PEO
NEOs for that fiscal year. Reconciliation of Average Summary Compensation Table Total to Average Compensation Actually Paid for Non-PEO NEOs |
Fiscal Year 2024 ($) |
Fiscal Year 2023 ($) |
Fiscal Year 2022 ($) |
Fiscal Year 2021 ($) |
||||||||||||
Summary Compensation Table Total |
3,938,956 |
3,519,862 |
7,310,512 |
6,488,556 |
||||||||||||
Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year |
(1,454,350 | ) | (1,615,002 | ) | (2,662,509 | ) | (2,667,741 | ) | ||||||||
Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year |
1,372,383 | 1,012,461 | 2,200,626 | 7,558,018 | ||||||||||||
Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years |
2,028 | 91,193 | (385,384 | ) | 324,876 | |||||||||||
Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year |
538,267 | — | — | — | ||||||||||||
Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year |
(119,898 | ) | (126,041 | ) | 376,286 | (850,250 | ) | |||||||||
Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year |
— | (1,461,312 | ) | — | — | |||||||||||
Compensation Actually Paid |
4,277,386 |
1,421,161 |
6,839,531 |
10,853,459 |
||||||||||||
Non-PEO
NEOs for each of the last four fiscal years against the Company’s total shareholder return and
the total shareholder return for the S&P 1500 Apparel Retail Index (each calculated as described above) over that period of time. Non-PEO
NEOs for each of the last four fiscal years against the Company’s net income for each of those years. litigation
charges, certain professional service and legal fees and related costs, reorganization charges, impairment charges, acquisition charges, and tax and accounting related matters) for each fiscal year covered by the table. We consider earnings from operations to be a key metric in our executive compensation program, used in determining the fiscal year 2024 payouts under our Bonus Plan as well as in determining vesting for a portion of the restricted stock units awarded to each of the Named Executive Officers (other than Mr. Secor). See the “Compensation Discussion and Analysis” section of this Proxy Statement for more information regarding the use of this performance measure in our executive compensation program
. The following chart illustrates the CAP for our CEO and the average CAP for our
Non-PEO NEOs for each of the last four fiscal years against the Company’s earnings from operations (as adjusted) for each of those years. |
Non-PEO
NEOs for each of the last four fiscal years against the Company’s total shareholder return and
the total shareholder return for the S&P 1500 Apparel Retail Index (each calculated as described above) over that period of time. Following is an unranked list of the Company’s financial performance measures we consider most important in linking the compensation actually paid to our NEOs for fiscal year 2024 with the Company’s performance.
| • | Adjusted Earnings from Operations (used in our fiscal year 2024 Bonus Plan and in determining vesting for a portion of the restricted stock units awarded to the Named Executive Officers (other than Mr. Secor) |
| • | Relative Total Shareholder Return (used in determining vesting for a portion of the restricted stock units awarded to Mr. Alberini, Mr. Neubrand and Mr. Benarouche) |
| • | Adjusted Licensing Segment Earnings from Operations (used in determining vesting for a portion of the restricted stock units awarded to Mr. Paul Marciano) |
See the “Compensation Discussion and Analysis” section of this Proxy Statement for more information regarding the use of these performance measures in our executive compensation program.