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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
Proxy
Statement Pursuant to Section 14 (a) of the Securities Exchange Act of 1934
Filed by
the Registrant ☒ |
Filed by
a Party other than the Registrant ☐ |
|
Check
the appropriate box:
☐ |
Preliminary Proxy Statement |
☐ |
Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6 (e) (2)) |
☒ |
Definitive Proxy Statement |
☐ |
Definitive Additional Materials |
☐ |
Soliciting Material under Rule.14a-12 |
|
|
Inter
Parfums, Inc.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
☒ |
No fee required |
|
|
☐ |
Fee computed on table below per
Exchange Act Rules 14a-6(i) (4) and 0-11 |
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1) |
Title of each class of securities
to which transaction applies: |
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Aggregate number of securities to which transaction
applies: |
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Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state
how it was determined): |
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Proposed maximum aggregate value of transaction: |
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5) |
Total fee paid: |
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☐ |
Fee paid previously with preliminary
materials. |
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☐ |
Check box if any part of the fee
is offset as provided by Exchange Act Rule 0-11 (a) (2) and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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1) |
Amount Previously Paid: |
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2) |
Form, Schedule or Registration Statement No.: |
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Filing Party: |
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Date Filed: |
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Inter
Parfums, Inc.
551
Fifth Avenue
New
York, New York 10176
Notice
of Annual Meeting of Shareholders
to
be Held on September 14, 2023
To
the Shareholders of Inter Parfums, Inc.:
The
annual meeting of shareholders of Inter Parfums, Inc. (the “company”) will be held at the offices of the company,
at 10:00 A.M., New York City Time, on September 14, 2023, at
Inter
Parfums, Inc.
551
Fifth Avenue
New
York, NY 10176
Tel:
212.983.2640
for
the following purposes:
|
1. |
To
elect a board of directors consisting of nine (9) members to hold office until our next annual meeting and until their successors
are elected and qualified; |
|
2. |
To
vote for the advisory resolution to approve executive compensation to our name executive officers; |
|
3. |
To vote for the
advisory resolution on the frequency of future advisory votes concerning compensation of our named executive officers; |
|
|
|
|
4. |
To approve the
adoption of an amendment to our 2016 Option Plan to provide for the provision of automatic grants of stock options to purchase
1,500 shares of our common stock on the last business day of each calendar year to independent directors effective as of this
past December 31, 2022, which has already been approved by the entire Board of Directors; |
|
|
|
|
5. |
To ratify the appointment
by the Board of Directors of Mazars USA LLP, to serve as the independent auditor for the current fiscal year; and |
|
6. |
To consider and
transact such other business as may properly come before the annual meeting or any adjournments of the annual meeting. |
The
board of directors has fixed the close of business on July 18, 2023 as the record date for the determination of the shareholders
entitled to notice of, and to vote at, the annual meeting and any adjournments of the annual meeting. The list of shareholders
entitled to vote at the annual meeting may be examined by any shareholder at our offices at 551 Fifth Avenue, New York, New
York 10176, during the ten day period prior to September 14, 2023.
|
By Order of our Board of Directors |
|
|
Dated: August 1,
2023 |
Amanda Seelinger, Secretary |
WHETHER
OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE FILL IN, SIGN AND DATE THE PROXY SUBMITTED HEREWITH AND RETURN IT IN THE ENCLOSED
STAMPED ENVELOPE. THE GIVING OF SUCH PROXY WILL NOT AFFECT YOUR RIGHT TO REVOKE SUCH PROXY IN PERSON SHOULD YOU LATER DECIDE TO
ATTEND THE MEETING. THE ENCLOSED PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS.
[This
page was intentionally left blank]
INTER
PARFUMS, INC. PROXY STATEMENT
Important
Notice
Regarding
the Availability of Proxy Materials
for
the Shareholder Meeting to Be Held on September 14, 2023
|
● |
This proxy statement and the company’s
annual report to shareholders for fiscal year ended December 31, 2022 are available at: |
http://annualmeeting.interparfumsinc.com/
|
● |
Accessing this website will not infringe
upon your anonymity. |
GENERAL
This
proxy statement is furnished by the board of directors of our company, Inter Parfums, Inc., a Delaware corporation, with offices
located at 551 Fifth Avenue, New York, New York 10176, in connection with the solicitation of proxies to be used at the annual
meeting of our shareholders being held on September 14, 2023 and at any adjournments of the annual meeting. For purposes of this
proxy statement, unless the context otherwise indicates, the terms the “company,” “us” or “our”
refer to Inter Parfums, Inc.
This
proxy statement will be mailed to shareholders beginning approximately August 7, 2023. If a proxy in the accompanying form is properly
executed and returned, then the shares represented by the proxy will be voted as instructed on the proxy. Any shareholder giving
a proxy may revoke it at any time before it is voted by providing written notice of revocation to the company’s Secretary
or by a shareholder voting in person at the annual meeting.
All
properly executed proxies received prior to the annual meeting will be voted at the annual meeting in accordance with the instructions
marked on the proxy or as otherwise stated in the proxy. Unless instructions to the contrary are indicated, proxies will be voted
|
● |
FOR the election of the 9 directors referred
to in this proxy statement |
|
|
|
|
● |
FOR the advisory resolution to approve executive
compensation for our named executive officers |
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● |
FOR the advisory resolution on the frequency
of future advisory votes concerning compensation of our named executive officers to be held every year |
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● |
FOR the adoption
of an amendment to our 2016 Option Plan to provide for the provision of automatic grants of stock options to purchase 1,500
shares of our common stock on the last business day of each calendar year to independent directors effective as of this past
December 31, 2022, which has already been approved by the entire Board of Directors |
|
|
|
|
● |
FOR the ratification
of Mazars USA LLP as the independent auditor of the company for fiscal year ending December 31, 2023 |
In
addition, the persons holding the proxies will consider and vote upon such other business as may properly come before the annual
meeting or any adjournments of the annual meeting.
A
copy of the company’s annual report for fiscal year ended December 31, 2022, which contains financial statements audited
by the company’s independent registered public accounting firm, is being mailed to the company’s shareholders along
with this proxy statement.
We
will bear the cost of preparing, assembling and mailing this notice of meeting, proxy statement, proxy and the enclosed annual
report, as well as maintaining our internet website where you can obtain copies of this proxy statement and annual report to shareholders.
In addition to the solicitation of the proxies by mail, some of our officers and regular employees, without extra remuneration,
may solicit proxies personally or by telephone, telecopier, or e-mail. We may also request brokerage houses, nominees, custodians
and fiduciaries to forward soliciting material to the beneficial owners of our common stock. We will reimburse these persons for
their expenses in forwarding soliciting material.
VOTING
SECURITIES AND
PRINCIPAL
HOLDERS THEREOF
Our
board of directors fixed the close of business on July 18, 2023 as the record date for the determination of shareholders entitled
to notice of, and to vote at, the annual meeting. Only holders of our common stock on the record date will be able to vote at
the annual meeting.
At
July 18, 2023, 31,943,342 shares of our common stock outstanding. Each share of our
common stock will entitle the holder of such share to one vote. None of our company’s shareholders have cumulative voting
rights. Holders of shares of our common stock are entitled to vote on all matters. We also have 1,000,000 authorized shares of
preferred stock, $.001 par value per share, none of which are outstanding.
The
holders of a majority of the total number of outstanding shares of our common stock entitled to vote must be present in person
or by proxy to constitute the necessary quorum for any business to be transacted at the annual meeting. Properly executed proxies
marked “abstain,” as well as proxies held in street name by brokers that are not voted on all proposals to come before
the annual meeting (“broker non-votes”), will be considered “present” for purposes of determining whether
a quorum has been achieved at the annual meeting.
The
nine (9) nominees to our board of directors receiving the greatest number of votes cast at the annual meeting in person or by
proxy shall be elected. Consequently, any shares of our common stock present in person or by proxy at the annual meeting, but
not voted for any reason will have no impact on the election of our board of directors. With respect to the advisory proposal
to approve the compensation of our named executive officers, the advisory proposal to approve the frequency of votes to approve
the compensation of our named executive officers, the amendment to the 2016 Stock Option Plan, as well as the ratification of
the appointment of our independent auditors, the favorable vote of a majority of the shares of our common stock present or represented
at the annual meeting is required for approval.
Other
matters that may be submitted to our shareholders for a vote at the annual meeting, if any, will require the favorable vote of
a majority of the shares of our common stock present or represented at the annual meeting for approval, unless we advise you otherwise.
If any matter proposed at the annual meeting must receive a specific percentage of favorable votes for approval, then abstentions
in respect of such proposal are treated as present and entitled to vote under Delaware, law and therefore such abstentions have
the effect of a vote against such proposal. Broker non-votes in respect of any proposal are not counted for purposes of determining
whether such proposal has received the requisite approval.
Members
of our management have been informed that Messrs. Jean Madar and Philippe Benacin, the beneficial owners of our two largest shareholders,
have a verbal agreement or understanding to vote their shares in a like manner, and intend to vote in favor of all of the nominees
for directors. Therefore, all of the nominees are likely to be elected. Also, members of our management have been informed that
Messrs. Jean Madar and Philippe Benacin intend to vote in favor of the proposals to approve executive compensation of our named
executive officers, the frequency of voting to approve executive compensation of our named executive officers, amend the 2016
Stock Option Plan, as well as ratify the appointment of our independent auditors, and therefore, it is likely that such proposals
will be passed as recommended by our management.
We
know of no business other than the proposals discussed above that will be presented for consideration at the annual meeting. If
any other matter is properly presented, then it is the intention of the persons named in the enclosed proxy to vote in accordance
with their best judgment.
The
following table sets forth information with respect to the beneficial ownership of our common stock by (a) each person we know
to be the beneficial owner of more than 5% of our outstanding common stock, (b) our executive officers and directors and (c) all
of our directors and officers as a group. Messrs. Madar and Benacin own 99.99% of their respective personal holding companies.
At July 18, 2023, 31,943,342 shares of common stock outstanding.
Name
and Address of Beneficial Owner |
|
Amount
of
Beneficial
Ownership1 |
|
|
Approximate
Percent of
Class |
|
Jean Madar
c/o Interparfums, SA
10 rue de Solférino
75007 Paris, France |
|
|
7,116,741 |
2 |
|
22.2 |
% |
Philippe Benacin
c/o Interparfums, SA
10 rue de Solférino
75007 Paris, France |
|
|
6,906,064 |
3 |
|
21.5 |
% |
Michel Atwood
c/o Inter Parfums, Inc.
551 Fifth Avenue
New York, NY 10176 |
|
|
0 |
|
|
NA |
|
Philippe Santi
Interparfums, SA
10 rue de Solférino
75008, Paris, France |
|
|
0 |
|
|
Less than 1 |
% |
Francois Heilbronn
60 Avenue de Breteuil
75007 Paris, France |
|
|
28,938 |
4 |
|
Less than 1 |
% |
Robert Bensoussan
c/o Sirius Equity LLP
52 Brook Street
W1K 5DS London, UK |
|
|
11,375 |
5 |
|
Less than 1 |
% |
Patrick Choël
140 Rue de Grenelle
75007, Paris, France |
|
|
7,375 |
6 |
|
Less than 1 |
% |
Michel Dyens
Michel Dyens & Co.
17 Avenue Montaigne
75007 Paris, France |
|
|
7,875 |
7 |
|
Less than 1 |
% |
Veronique Gabai-Pinsky
200 East End Avenue
New York, NY 10128 |
|
|
2,875 |
8 |
|
Less than 1 |
% |
Gilbert Harrison
Harrison Group
745 Fifth Avenue, Suite 514
New York, NY 10151 |
|
|
3,125 |
9 |
|
Less than 1 |
% |
Frederic Garcia-Pelayo
Interparfums, SA
10 rue de Solférino
75008, Paris, France |
|
|
800 |
10 |
|
Less than 1 |
% |
Kappauf
(Director Nominee)
Jumeirah
1, 30th C Street
Villa
76
Dubai,
United Arab Emirates |
|
|
0 |
|
|
0 |
|
Blackrock, Inc.
55 East 52nd Street
New York, NY 10055 |
|
|
2,789,318 |
11 |
|
8.8 |
% |
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355 |
|
|
1,983,427 |
12 |
|
6.2 |
% |
All Directors and Officers
(As a Group 10 Persons) |
|
|
14,085,168 |
13 |
|
43.9 |
% |
1 |
All shares of common
stock are directly held with sole voting power and sole power to dispose, unless otherwise stated. Options which are exercisable
within 60 days are included in beneficial ownership calculations. |
2 |
Consists of 24,400
shares held directly, 7,032,341 shares held indirectly through Jean Madar Holding SAS, a personal holding company, and options
to purchase 60,000 shares. |
3 |
Consists of 6,846,064
shares held indirectly through Philippe Benacin Holding SAS, a personal holding company, and options to purchase 60,000 shares. |
4 |
Consists of 26,063
shares held directly and options to purchase 2,875 shares for Mr. Heilbronn. |
5 |
Consists of 7,500
shares held directly and options to purchase 2,875 shares for Mr. Bensoussan. |
6 |
Consists of 4,250
shares held directly and options to purchase 2,825 shares for Mr. Choël. |
7 |
Consists of 5,000
shares held directly and options to purchase 2,875 shares for Mr. Dyens. |
8 |
Consists of shares
of common stock underlying options for Ms. Gabai-Pinsky. |
9 |
Consists of shares
of common stock underlying options for Mr. Harrison. |
10 |
Consists of shares
of common stock underlying options for Mr. Garcia-Pelayo. |
11 |
Information based
upon Schedule 13G of Blackrock, Inc. dated January 25, 2023 as filed with the Securities and Exchange Commission. |
13 |
Information based
upon Schedule 13G Amendment 5 of The Vanguard Group, an investment advisor, dated February 9, 2023 as filed with the Securities
and Exchange Commission. |
14 |
Consists of 13,947,118
shares held directly or indirectly, and options to purchase 138,050 shares. |
PROPOSAL
NO. 1:
ELECTION
OF DIRECTORS
General
The
members of our board of directors are each elected with a plurality of votes cast in favor of their election for a one-year term
or until their successors are elected and qualify. With the exception of Philippe Benacin, the officers are elected annually by
the directors and serve at the discretion of the board of directors. There are no family relationships between executive officers
or directors of our company.
All
ten (10) incumbent directors, Jean Madar, Philippe Benacin, Michel Atwood, Philippe Santi, Francois Heilbronn, Robert Bensoussan,
Patrick Choël, Michel Dyens, Veronique Gabai-Pinsky and Gilbert Harrison were elected at our annual meeting held in September
2022. However, Messrs. Patrick Choël and Michel Dyens are not seeking reelection and stepping down from the board of directors
at the 2023 annual meeting, and we are decreasing the size of our board of directors to nine (9) members. The remaining eight
(8) incumbent directors, Jean Madar, Philippe Benacin, Michel Atwood, Philippe Santi, Francois Heilbronn, Robert Bensoussan, Veronique
Gabai-Pinsky, and Gilbert Harrison, along with a first-time nominee, Kappauf, are all put forth as nominees for election to the
board of directors.
Unless
authority is withheld, the proxies in the accompanying form will be voted in favor of the election of the nominees named above
as directors. Although all of the nominees have indicated their willingness to serve if elected, if at the time of the meeting
any nominee is unable or unwilling to serve, then the shares represented by properly executed proxies will be voted at the discretion
of the person named in the proxies for another person designated by our board of directors.
Business
Experience
The
following sets forth biographical information as to the business experience of each executive officer and director of our company
for at least the past five years.
Jean
Madar
Jean
Madar, age 62, a Director, has been the Chairman of the Board since our Company’s inception, and is a co-founder of our
Company with Mr. Philippe Benacin. From inception until December 1993, he was the President of our Company; in January 1994, he
became Director General of Interparfums, SA, our Company’s subsidiary; and in January 1997, he became Chief Executive Officer
of our Company. Mr. Madar was previously the managing director of Interparfums, SA, from September 1983 until June 1985. At such
subsidiary, he had the responsibility of overseeing the marketing operations of its foreign distribution, including market research
analysis and actual marketing campaigns. Mr. Madar graduated from The French University for Economic and Commercial Sciences (ESSEC)
in 1983. We believe that Mr. Madar’s skills in guiding, leading and determining the strategic direction of our company since
its inception together with Mr. Benacin, in addition to his contacts in the fragrance and cosmetic industry, render him qualified
to serve as a member of our board of directors.
Philippe
Benacin
Mr.
Benacin, age 64, a Director, is President of our Company and the Chief Executive Officer of Interparfums, SA, has been the Vice
Chairman of the Board since September 1991, and is a co-founder of our Company with Mr. Madar. He was elected the Executive Vice
President in September 1991, Senior Vice President in April 1993, and President of the Company in January 1994. In addition, he
has been the President of our Company and Chief Executive Officer of Interparfums, SA for more than the past five years. Mr. Benacin
graduated from The French University for Economic and Commercial Sciences (ESSEC) in 1983. In June 2014 Mr. Benacin was elected
as a member of the Supervisory Board of Vivendi, and Chairman of its Corporate Governance, Nominations and Remuneration Committee.
We believe that Mr. Benacin’s skills in guiding, leading and determining the strategic direction of our company since its
inception together with Mr. Madar, in addition to his contacts in the fragrance and cosmetic industry, render him qualified to
serve as a member of our board of directors.
Michel
Atwood
Mr.
Atwood, age 53, became our Chief Financial Officer on September 6, 2022, succeeding Mr. Russell Greenberg, the former Chief Financial
Officer, who retired on that same date. Mr. Atwood was first elected to our Board of Directors at the 2022 Annual Meeting held
in September 2022.
From
September 2018 through March 2022 while at Estée Lauder, Mr. Atwood had strategic oversight for the fragrance category
across that company and operational accountability for several of its fragrance brands. He also had senior level merger and acquisition
(“M&A”) duties, including acquisition integration and brand divestitures/discontinuations. Over his nearly four
years at Estée Lauder, he also drove cross-brand synergies across research and development and supply chain for the fragrance
category. From February 2017 to August 2018, he was an independent consultant as an M&A advisor on multiple fragrance license
acquisitions and also acted as a private investor.
From
1995 to 2017, Mr. Atwood held several executive positions at Procter & Gamble (“P&G”) in France, Switzerland,
Italy and Germany. His final title at P&G was Divisional CFO of Global Prestige Fragrances, leading a 90 member team, and
ultimately spearheading the divestiture of that division to Coty. Earlier he was CFO Global Markets – Prestige Fragrances,
a business generating over $2 billion in sales, where he headed a globally dispersed team of 60 people supporting the go-to-market
organization (affiliates, Travel Retail and distributors) of the Prestige Division. Before that, he was Global Prestige Director
of Strategic Planning, Licensing and Acquisition shaping and executing the overall business direction and licensing and acquisition
strategy of P&G’s Global Fragrance and Premium skin and cosmetics businesses.
Michel
Atwood holds a master’s degree in software engineering from the Institut National des Sciences Appliquées of Lyon,
and a master’s in international finance from HEC Paris, the prestigious French business school. He also earned the designation
of Certified Management Accountant from the Institute of Management Accountants. He has a truly international background, working/living
in France, Switzerland, the U.S., Canada, Turkey, and Italy. We believe that Mr. Atwood’s skills and experience in accounting,
international tax, mergers, and acquisitions, as well as his knowledge of the fragrance industry, render him qualified to serve
as a member of our board of directors.
Philippe
Santi
Philippe
Santi, age 61, and a Director since December 1999, is the Executive Vice President and Chief Financial Officer of Interparfums,
SA. Mr. Santi, who is a Certified Accountant and Statutory Auditor in France, has been the Chief Financial Officer of Interparfums,
SA since February 1995. Prior to February 1995, Mr. Santi was the Chief Financial Officer for Stryker France and an Audit Manager
for Ernst and Young. We believe that Mr. Santi’s skills in accounting and tax, as well as his knowledge of the fragrance
industry and our Company’s European operations, render him qualified to serve as a member of our board of directors.
Francois
Heilbronn
Mr.
Heilbronn, age 61, a Director since 1988, an independent director and a member of the Audit Committee, Nominating Committee and
the Executive Compensation and Stock Option Committee, is a graduate of Harvard Business School with a Master of Business Administration
degree and is currently the managing partner of the consulting firm of M.M. Friedrich, Heilbronn & Fiszer. He was formerly
employed by The Boston Consulting Group, Inc. from 1988 through 1992 as a manager. Mr. Heilbronn graduated from Institut d’
Etudes Politiques de Paris in June 1983. From 1984 to 1986, he worked as a financial analyst for Lazard Freres & Co. In addition,
during 2009, Mr. Heilbronn became an Associate Professor in Business Strategy at Sciences Po, Paris, France. As the result of
his business and financial acumen, as well as his experience as managing partner of a business consulting firm in the area of
mergers and acquisitions of large international companies in retail, consumer goods and consumer services throughout the world,
we believe Mr. Heilbronn is qualified to serve as a member of our board of directors.
Robert
Bensoussan
Robert
Bensoussan, age 65, has been a Director since March 1997, and is also an independent director. Mr. Bensoussan is the founder of
Sirius Equity Consultants, a retail and branded luxury goods investment company. To date, Mr. Bensoussan remains as an investor
in Hapy Sweet Bee Ltd, natural health food products,
He
was previously Chairman of Camaïeu, the French retail conglomerate, a board member of Celio International, the French retail
conglomerate and Vivarte representing the GLG hedge fund. In the latter part of 2019, Mr. Bensoussan resigned after 6 years as
the only non-North American board member of lululemon athletica Inc. Following the successful sale in 2021, Mr. Bensoussan stepped
down from the board of Feelunique.com, one of Europe’s largest online beauty retailers after serving 9 years.
He
is a member of the Advisory Board of Pictet Bank Premium Brands Fund and sits on the board of Pronovias, the worldwide leader
of wedding dresses. Yonderland, Europe’s largest premium outdoor retailer and SNS, a prominent aspirational streetwear and
entertainment hub.
Previously
Mr. Bensoussan was as director of, and had an indirect ownership interest in, J. Choo Limited until July 2011, and was CEO from
2001 to 2007, and was a member of the Board of Jimmy Choo Ltd, from 2001 to 2011, which had been a privately held luxury shoe
wholesaler and retailer.
We
believe Mr. Bensoussan is qualified to serve as a member of our board of directors due to his business and financial acumen, as
well as his experience in the retail and branded luxury goods market.
Patrick
Choël
Mr.
Choël, age 79, was appointed to the board of directors in June 2006 as an independent director, and is a member of the Audit
Committee, Nominating Committee and the Executive Compensation and Stock Option Committee. Mr. Choël is a director of our
majority-owned subsidiary, Interparfums, SA, a publicly held company, and Christian Dior a privately held company. For approximately
10 years, through March 2004, Mr. Choël was the President and CEO of two divisions of LVMH Moet Hennessy Louis Vuitton S.A.,
first Parfums Christian Dior, a leading world-wide prestige beauty/fragrances business, and later, the LVMH Perfumes and Cosmetics
Division, which included such well-known brands as Parfums Christian Dior, Guerlain, and Parfums Givenchy, among others. Prior
to such time, for approximately 30 years, he held various executive positions at Unilever, including President and CEO of Elida
Fabergé France and President and CEO of Chesebrough Pond’s USA. Mr. Choel is stepping down from our board of directors
at the 2023 annual meeting.
Michel
Dyens
Michel
Dyens, age 82 and an independent director, is the Founder, Chairman and Chief Executive Officer of Michel Dyens & Co., which
he founded over 25 years ago. With headquarters in New York and Paris, Michel Dyens & Co. is a leading independent investment
banking firm focused on mergers and acquisitions. Michel Dyens & Co. has vast experience in luxury goods, beauty, spirits
and other premium branded consumer goods in which it has concluded numerous landmark deals. Michel Dyens & Co. has advised
in such deals as the sale of the Grey Goose ultra-premium vodka brand to Bacardi, the acquisition of the luxury Swiss watchmaker
Hublot by LVMH, the sale of the Harry Winston to Aber Diamond Corporation and Boucheron to Kering. Michel Dyens & Co. represented
the owners of Liaigre, the luxury furniture brand, in the sale to Symphony International and Navis Capital, and Casa Dragones,
the ultra-premium tequila, in the sale to BDT Partners (Byron Trott).
In
2021, Michel Dyens & Co. represented the owners of Buly, the luxury French fragrance and beauty brand, in the sale to LVMH
and the owners of Blissim, the French leader in beauty subscription e-commerce, and online beauty retail for an investment by
Raise Investissement. In addition, he has just sold We11done, the Korean contemporary fashion and lifestyle brand, to Sequoia
Capital.
Michel
Dyens & Co. was the exclusive advisor to Creed in the sale of the ultra-luxury fragrance company Creed BlackRock Long Term
Private Capital, and represented Mr. Chin Wook Lee, the founder and CEO of Dr. Jart+, in the sale of Have & Be Co. Ltd. to
The Estée Lauder Companies. Michel Dyens & Co. also advised the owner of the ultra-luxury fragrance brand By Kilian,
in the sale to Estée Lauder. Michel Dyens & Co. advised the shareholders of the largest independent hair color and
hair care company in Brazil, Niely Cosmeticos in the sale of the company to L’Oréal, as well as the owner of the
super-premium liqueur St-Germain in the sale of the brand to Bacardi, the Colomer Group (American Crew and CND/Shellac brands)
in its sale to Revlon, and Sidney Frank Importing Company in the sale of the company to Jaegermeister. Other transactions include
the sale of the Essie cosmetics business to L’Oréal, the sale of TIGI (BedHead and Catwalk brands) to Unilever, the
luxury hair care brand Christophe Robin to The Hut Group, the thinning hair brand NIOXIN Research Laboratories to Procter &
Gamble, John Frieda Professional Hair Care and Molton Brown to the Kao Corporation, the Svedka vodka brand to Constellation Brands
and Chambord liqueur to Brown-Forman.
In
the mission-driven field, Michel Dyens & Co. recently represented ClimateCare, a prominent UK carbon-offset business, in the
sale to Averna Capital and represented the founders of Caboo Paper Products a Vancouver, Canada-based tree-free household paper
products brand, for an investment by sustainability-focused venture capital firm Renewal Funds. Among other recent transactions,
Michel Dyens & Co. recently represented the Fairtrade and organic coffee brand Ethical Bean Coffee in the sale to Kraft Heinz,
and as well as Alter Eco Americas, a leading organic chocolate brand, which we sold to NextWorld Evergreen.
In
healthy and premium food, Michel Dyens & Co. represented the Fairtrade and organic coffee brand Ethical Bean Coffee in the
sale to Kraft Heinz, and as well as Alter Eco Americas, a leading organic chocolate brand, which it sold to NextWorld Evergreen.
From
April 2004 to September 2014, Mr. Dyens was an independent director of Interparfums, SA. Mr. Dyens is stepping down from our board
of directors at the 2023 annual meeting.
Veronique
Gabai-Pinsky
Ms.
Gabai-Pinsky, age 57, was elected for the first time to our board in September 2017. She became a director of Interparfums, SA
in April 2017. She is currently operating a startup specialty fragrance business, and a director of Lifetime Brands (Nasdaq: LCUT),
which is in the home goods business. She was President of Vera Wang Group from January 2016 through June 2018, after a year of
consulting with the company and she oversaw all product categories and markets. Prior to joining Vera Wang, from 2006 to December
2014, Ms. Gabai-Pinsky was the Global President for Aramis and Designers Fragrances as well as Beauty Bank and Idea Bank at The
Estée Lauder Companies, reporting to the Chief Executive Officer of such company. During her tenure, Ms. Gabai-Pinsky developed
and ensured the growth of several beauty and skin care brands, including Lab Series for Men. She was highly instrumental in the
evolution of the fragrance category for such company, as she improved its overall business model, globally grew brands such as
Donna Karan and Michael Kors, evolved and harmonized the portfolio, divested dilutive brands and brought in Tory Burch, Zegna
and Marni under licenses. She ultimately actively participated in the acquisitions of Le Labo, Frederic Malle, and By Kilian and
assisted in the transformation of the long-term strategic direction of such company.
In
the earlier years of her career, Ms. Gabai-Pinsky served as Vice President of Marketing and Communication for Guerlain, a division
of LVMH Moet Hennessy Louis Vuitton S.A., where she led the successful re-launch of Shalimar, the introduction of Aqua Allegoria,
and contributed to the re-focus of the beauty category around its pillars, Terracotta, Meteorites and Issima, while redesigning
all communication strategies and content. She started her career at L’Oréal, and was also Vice President of Marketing
for Giorgio Armani, where she was instrumental in the overall development of its fragrance business by developing the successful
Acqua di Gio for men and introducing the Emporio Armani franchise. A graduate from ESSEC Business School in Paris, France, she
has received several awards, including Marketer of the Year by Women’s Wear Daily in December 2013.
Ms.
Gabai-Pinksy is an independent director, and is a member of the Audit Committee, Executive Compensation and Stock Option Committee
and the Nominating Committee of our Company. We believe Ms. Gabi-Pinsky is qualified to serve as a member of our board of directors
due to her more than 25 years of experience in the luxury, fashion, beauty and fragrance fields, success as a brand builder, creative
thinker, business acumen, and a broad understanding of consumers, brands and business models.
Gilbert
Harrison
Mr.
Harrison, age 82, an independent director, was appointed to our board in April 2018. Mr. Harrison has more than 50 years of experience
in corporate finance and strategic transactions, specializing in the consumer products space. He began his career in 1965 practicing
corporate and securities law in New York and Philadelphia. In 1971 he founded Financo, which he grew to become one of the leading
independent middle market transaction firms in the country. In 1985, Financo was acquired by Lehman Brothers, where the firm’s
primary efforts were focused on increasing its expertise in retail, apparel and other merchandising transactions of all types.
At Lehman, Mr. Harrison was Chairman of the Merchandising Group and on the firm’s Investment Banking Operating Committee
while continuing as Chairman of Financo, which was renamed the Middle Market Group of Lehman. In 1989, he re-acquired Financo
from Lehman, re-establishing Financo as one of the leading investment banking firms handling transactions and providing strategic
advice in connection with merchandising companies. Mr. Harrison retired as Chairman of Financo in December of 2017, after which
he formed the Harrison Group, a firm that provides consulting and financial advisory services to merchandising and products companies.
Mr.
Harrison’s other activities include his membership on the Advisory Council of the World Retail Congress, Shoptalk and the
Financial Times Business of Luxury Summit. Additionally, he has created a course on mergers and acquisitions at The Wharton School
and has published various articles and academic studies on the state of retailing and mergers and acquisitions, including a chapter
in the book entitled, “The Mergers and Acquisitions Handbook.” Mr. Harrison lectures throughout the country, including
chairing seminars for Retail Week as well as for the International Council of Shopping Centers, the National Retail Federation,
Young President’s Center, The Wharton Aresty Institute of Executive Education and The President’s Association of the
American Management Association. He also appears frequently on Bloomberg TV and CNBC as an expert on retail and apparel.
Mr.
Harrison received a Bachelor of Science in Economics from The Wharton School of The University of Pennsylvania in 1962 and his
Juris Doctor from The University of Pennsylvania Law School in 1965. He is also Chairman of the Fashion Division of UJA, Treasurer
and a Board member of the Southampton Hospital, Director of the Peggy Guggenheim Collection, and former Board member of the Wharton
School of the University of Pennsylvania. We believe Mr. Harrison is qualified to serve as a member of our board of directors
due to his tremendous depth and breadth of knowledge about the merchandising and consumer industry, and he has a long track record
of facilitating value-creating transactions for companies in this sector. Mr. Harrison’s autobiography, Deal Junky,
was published in January 2022.
Kappauf
Gerard
Kappauf (“Kappauf”), age 61, a director nominee, was born in Madagascar. After studying Classic Literature at the
Sorbonne in Paris, he attended the San Francisco Art Institute on a scholarship and worked as a special effects make-up artist
in Los Angeles. Upon traveling to Paris, Kappauf became interested in fashion and worked at a Jean Paul Gaultier fashion
show. Thanks to this experience, he began to expand his network by meeting emblematic figures in the industry such as Paco Rabanne. While
providing marketing and acquisition consulting services to L’Oréal Group during the tenure of Lindsay Owen Jones
as its Chairman, in a bid for independence and emancipation he founded his own magazine in 1992, Citizen K.
Through Citizen
K, he realized his ambition to launch a major magazine for a wide audience on fashion, luxury, culture, and the art of living,
truly different from the magazines already in existence. Citizen K magazine then became Citizen K International
in 2012, a benchmark in fashion, luxury, and lifestyle. Kappauf expanded the magazine’s offering with the launch of Citizen
K Homme in 2013, and 2014 was the year of change for Citizen K International with a new format and a fresh look.
In
2016 Kappauf’s launched Citizen K Arabia. This title, distributed in the Middle East, benefits from editorial development
and format adapted to the market. Although 80% of Citizen K International’s editorial content is contained in Citizen
K Arabia, this magazine still features 20% of content tailored to The Emirates and the Middle East. In 2021, Kappauf launched The Kurator,
the first a-gender magazine in the Middle East, as a luxury supplement to Gulf News, the leading daily newspaper in the region.
Founded
in January 1992 by Kappauf, he has been the Chief Executive Officer, and Creative and Editorial Director of the K Groupe since
inception, which owns Citizen K magazines in Paris, as well as Enkore Studio in Dubai. Enkore Studio specializes in visual brand
identity, digital content, storytelling and concept development for the fashion, luxury, beauty, and lifestyle industries. Kappauf
now lives in Dubai and is currently working on projects in India. We believe that Kappauf’s perspective on fashion,
luxury, culture, and the art of living will bring diversity of viewpoints to our Board of Directors.
Nasdaq
Board Diversity
As
required by the Nasdaq Diversity Rule, the board of directors of our company presently has one (1) member who self-identifies
as female, one (1) member who identifies as Hispanic, which complies with the Nasdaq Board Diversity rule. Below is the Nasdaq
Board Diversity Matrix, which shows the gender identity and demographic background of our board of directors as they have self-identified.
To see our Board Diversity Matrix as of July 2022, please see the proxy statement filed with the SEC on July 22, 2022.
Board
Diversity Matrix for
INTER
PARFUMS INC.
As
of July 18, 2023
|
|
Total
Number of Directors |
10 |
Part
I: Gender Identity |
Female |
Male |
Non-Binary |
Did
Not Disclose Gender |
Directors |
1 |
9 |
0 |
0 |
Part
II: Demographic Background |
African
American or Black |
0 |
0 |
0 |
0 |
Alaskan
Native or American Indian |
0 |
0 |
0 |
0 |
Asian |
0 |
0 |
0 |
0 |
Hispanic
or Latinx |
0 |
1 |
0 |
0 |
Native
Hawaiian or Pacific Islander |
0 |
0 |
0 |
0 |
White |
1 |
8 |
0 |
0 |
Two
or More Races or Ethnicities |
0 |
0 |
0 |
0 |
LGBTQ+ |
0 |
Did
Not Disclose Demographic Background |
0 |
THE
BOARD RECOMMENDS VOTING “FOR” EACH OF THE BOARD’S NOMINEES ON PROPOSAL No. 1.
Executive
Officers and Directors
As
of the date of this proxy statement our executive officers and directors were as follows:
Name |
|
Position |
Jean Madar |
|
Chairman of the
Board, Chief Executive Officer of Inter Parfums, Inc. and Director General of Interparfums, SA |
Philippe Benacin |
|
Vice Chairman of
the Board, President of Inter Parfums, Inc. and Chief Executive Officer of Interparfums, SA |
Michel Atwood |
|
Director and Chief
Financial Officer |
Philippe Santi |
|
Director, Executive
Vice President and Chief Financial Officer, Interparfums, SA |
François Heilbronn |
|
Director |
Robert Bensoussan |
|
Director |
Patrick Choël |
|
Director |
Michel Dyens |
|
Director |
Veronique Gabai-Pinsky |
|
Director |
Gilbert Harrison |
|
Director |
Frederic Garcia-Pelayo |
|
Executive Vice President
and Chief Operating Officer of Interparfums, SA |
Our
directors will serve until the next annual meeting of stockholders and thereafter until their successors shall have been elected
and qualified. Messrs. Jean Madar and Philippe Benacin have a verbal agreement or understanding to vote their shares and the shares
of their respective holding companies in a like manner.
With
the exception of Mr. Benacin, the officers are elected annually by the directors and serve at the discretion of the board of directors.
There are no family relationships between executive officers or directors of our Company.
Board
of Directors
Our
board of directors has the responsibility for establishing broad corporate policies and for the overall performance of our Company.
Although certain directors are not involved in day-to-day operating details, members of the board of directors are kept informed
of our business by various reports and documents made available to them. Our board of directors held 18 meetings (or executed
consents in lieu thereof), including meetings of committees of the full board of directors during 2022, and all of the directors
attended at least 75% of the meetings (or executed consents in lieu thereof) of the full board of directors and committees of
which they were a member. Our board of directors presently consists of ten (10) directors.
We
have adopted a Code of Business Conduct that applies to our principal executive officer, principal financial officer, principal
accounting officer or controller, as well as other persons performing similar functions, and we agree to provide to any person
without charge, upon request, a copy of our Code of Business Conduct. Any person who requests a copy of our Code of Business Conduct
should provide their name and address in writing to: Inter Parfums, Inc., 551 Fifth Avenue, New York, NY 10176, Att.: Shareholder
Relations. In addition, our Code of Conduct is also maintained on our website, at www.interparfumsinc.com.
During
2022, our board of directors had the following standing committees:
|
● |
Audit Committee
– The Audit Committee has the sole authority and is directly responsible for, the appointment, compensation and oversight
of the work of the independent auditor employed by our company which prepare or issue audit reports for our company. During
2022, this committee consisted of Messrs. Heilbronn and Choël, and Ms. Gabai-Pinsky. The charter of the Audit Committee
is posted on our Company’s website. Following the election of directors at the 2023 annual meeting, Robert Bensoussan
will replace Mr. Choël on the Audit Committee. |
The
Company does not have an “audit committee financial expert” within the definition of the applicable Securities and
Exchange Commission rules. Finding qualified nominees to serve as a director of a public company without the comparable financial
resources of other larger, more established companies has been challenging. In addition, despite the applicable Securities and
Exchange Commission rule which states that being named as the audit committee financial expert does not impose any greater duty,
obligation or liability, our company has been met with resistance from both present and former directors to being named as such,
primarily due to potential additional personal liability. However, as the result of the background, education and experience of
the members of the Audit Committee, our board of directors believes that such committee members are fully qualified to fulfill
their obligations as members of the Audit Committee. The Chair of the Audit Committee, Mr. François Heilbronn, is a graduate
of Harvard Business School with a Master of Business Administration degree and is currently the managing partner of the consulting
firm of M.M. Friedrich, Heilbronn & Fiszer which is specialized in business strategy and complex financial operations and
investments.
|
● |
Executive Compensation
and Stock Option Committee – The Executive Compensation and Stock Option Committee oversees the compensation of our
Company’s executives and administers our company’s stock option plans. During 2022, this committee consisted of
Messrs. Heilbronn and Choël, and Ms. Gabai-Pinsky. Following the election of directors at the 2023 annual meeting, Robert
Bensoussan will replace Mr. Choël on the Executive Compensation and Stock Option Committee. |
|
● |
Nominating Committee
– During 2022, this committee consisted of Messrs. Heilbronn and Choël, and Ms. Gabai-Pinsky. The purpose of the
Nominating Committee is to determine and recommend qualified persons to the Board of Directors who will be put forth as management’s
slate of directors for vote of the Corporation’s stockholders, as well as to fill vacancies in the Board of Directors.
The charter of the Nominating Committee is posted on our Company’s website. Following the election of directors at the
2023 annual meeting, Robert Bensoussan will replace Mr. Choël on the Nominating Committee. |
We
have adopted a board diversity policy, which provides that the selection of candidates for appointment to our board will be based
on an overriding emphasis on merit, but the Nominating Committee will seek to fill board vacancies by considering candidates that
bring a diversity of background and industry or related expertise to our board. The Nominating Committee is to consider an appropriate
level of diversity having regard for factors such as skills, business and other experience, education, gender, age, ethnicity
and geographic location. A copy of the board diversity policy is posted on our company’s website. In addition, Nasdaq has
adopted a Board Diversity Rule, which requires Nasdaq listed companies to publicly disclose board-level diversity statistics using
a standardized template. By the 2025 annual meeting, we will be required to disclose whether or not we have two directors that
are diverse under the applicable Nasdaq rule, and if not, then why not. We do not foresee any issue in complying with Nasdaq Board
Diversity Rule at this time.
Section
16(a) Beneficial Ownership Reporting Compliance
Based
solely upon a review of Forms 3, 4 and 5 and any amendments to such forms furnished to us, and written representations from various
reporting persons furnished to us, we are not aware of any reporting person who has failed to file the reports required to be
filed under Section 16(a) of the Securities Exchange Act of 1934 on a timely basis.
Insider
Trading Policy
The
use of material non-public information in securities transactions (“Insider Trading”) or the communication of such
information to others who use it in securities trading (“Tipping”) violates the federal securities laws. Such violations
are likely to result in harsh consequences for the individuals involved including exposure to investigations by the SEC, criminal
and civil prosecution, disgorgement of any profits realized or losses avoided through use of the non-public information and penalties
equal to three times such profits or losses. Further, Insider Trading violations expose the Company, its management, and other
personnel acting in supervisory capacities to potential civil liabilities and penalties for the actions of employees under their
control who engage in Insider Trading violations.
If
a director, officer or employee of our Company is aware of material information relating to the Company, which has not yet been
made available to the public for at least two (2) full business days, then such person is prohibited by law as well as by Company
policy from trading in the Company’s shares or directly or indirectly disclosing such information to any other persons so
that they may trade in the Company’s shares. It is difficult to describe what constitutes “material” information,
but one should assume that any information, positive or negative, which might be of significance to an investor in determining
whether to purchase, sell or hold our stock, would be material.
Information
may be significant for this purpose even if it would not alone determine the investor’s decision. Examples include a potential
business acquisition, internal financial information which departs in any way from what the market would expect, important product
developments, the acquisition or loss of a major contract, or an important financing transaction. We emphasize that this list
is not meant to be exhaustive, but merely illustrative.
Not
only is it illegal to engage in Insider Trading or convey such information to others in breach of a duty, it is also generally
illegal to “tip” such information to others who may trade in the securities involved or to recommend the purchase
or sale of securities to others while you are in possession of such information. It is the policy of the Company that one should
never trade while in possession of material, non-public information or tip or communicate such information to others without first
receiving authorization from the Company or our counsel. This policy applies to your personal transactions and those indirectly
through a spouse, friend, corporation or other entity. This applies to the securities of the Company and of other corporations.
Thus, if in the course of the Company’s business, a person learns of material non-public information concerning another corporation
(such as a customer or supplier) you should abstain from trading in that corporation’s securities.
Further,
this policy applies to securities transactions by individuals who reside in the same household with directors, officers and employees
of the Company. Strict compliance with these policies and procedures is expected of all directors, officers and employees and
members of their households, and any infringement thereof may result in sanctions, up to and including, termination of office
or employment.
Insider
Trading Procedure
In
addition, to avoid the appearance of impropriety, no trading in the Company’s securities is permitted to take place without compliance
with the following rules.
● The
person who intends to trade in the Company’s securities must first contact the Chief Financial Officer of Inter Parfums,
Inc., prior to any contemplated purchase or sale.
● There
shall be no trading in the Company’s securities by Company personnel
within
ten (10) full business days before the earlier of
(i)
the issuance of a press release by the Company concerning its periodic financial information, which occurs approximately five
(5) to ten (10) business days before the filing with the SEC of the Company’s periodic reports, which are due no later than
March 1, May 10, August 9 and November 9 of each year, or
(ii)
the actual filing of such periodic reports; and
until
two (2) full business days AFTER the actual filing of such periodic reports.
● There
shall also be no trading in the Company’s securities until not less than two (2) full business days after the release of
any other press release or filing with the SEC of a Current Report on Form 8-K by the Company.
● In
no event shall there be any trading in the Company’s securities by Company personnel without the prior consent from the
Company.
Anti-Hedging
Policy
Under
the terms of our Anti-Hedging Policy, no officers, employees or members of our board of directors (and their respective family
members or any affiliated entities) may engage in hedging or monetization transactions involving our securities, including buying
any financial instrument or entering into any transaction that may offset any potential decrease in the market value of stock
options or similar security that is granted as compensation. This policy also prohibits all actions to avoid any downward price
of such compensation award. This same prohibition applies as well to any other person or company who is holding such equity security
for the benefit of our employees, officers, directors or family members. This policy is not intended to prohibit the exercise
of our stock options granted under our stock option plans.
Option
Grants Policy and Practice
Option
grants to officers and employees have historically been granted on the last business day of the calendar year, as the board believes
that as a general rule, there should not be any material non-public information available at that time of year. However, no options
were granted during in years 2020, 2021 and 2022 to any executive officers, other than Michel Atwood, who received an option grant
to purchase 5,000 shares on December 30, 2022, the last day of the calendar year, as part of his initial compensation package.
Options have historically been granted at the fair market value on the date of grant with a 6-year term, and vested 20% each year
after the first year on a cumulative basis. Options granted to officers and employees terminate upon the termination of association
with the Company, for other than death of permanent disability.
Historically,
options were granted to independent directors on the first business day of February of each year in accordance with our stock
option plan. As the option grant date and number of shares underlying options were determined in our stock option plan, there
would be no room for manipulation. In 2022 our board cancelled the automatic option grant on February 1, 2022 in view of determining
an alternate form of compensation for the independent directors. However, after discussions with certain financial consultants
relating to potential compensation plans in lieu of stock option grants to its independent directors, it was determined that the
most favorable way for the independent directors to be compensated was to amend our stock option plan to reinstate the automatic
grant of stock options. Accordingly, our board authorized a new automatic grant commencing on the last business day December 30,
2022 to coincide with the historic grant date to officers and employees, and continuing on the last business day of each year
thereafter, subject to the approval of our shareholders at this 2023 annual meeting. See proposal no. 4, as we are seeking approval
from our shareholders for the adoption of an amendment to our 2016 Option Plan to provide for the provision of automatic grants
of stock options to purchase 1,500 shares of our common stock on the last business day of each calendar year to independent directors
effective as of this past December 30, 2022.
Executive
Compensation
Compensation
Discussion and Analysis
General
The
executive compensation and stock option committee of our board of directors is comprised entirely of independent directors and
oversees all elements of compensation (base salary, annual bonus, long-term incentives and perquisites) of our company’s
executive officers and administers our company’s stock option plans, other than the non-employee directors stock option
plan, which is self-executing.
The
objectives of our compensation program are designed to strike a balance between offering sufficient compensation to either retain
existing or attract new executives on the one hand, and maintaining compensation at reasonable levels on the other hand. We do
not have the resources comparable to the cosmetic giants in our industry, and, accordingly, cannot afford to pay excessive executive
compensation. In furtherance of these objectives, our executive compensation packages generally include a base salary, as well
as annual incentives tied to individual performance and long-term incentives tied to our operating performance.
During
2022 and prior years, Mr. Madar, the Chairman and Chief Executive Officer, took the initiative after discussions with Mr. Russell
Greenberg, the former Executive Vice President, Chief Financial Officer and board member, and recommended executive compensation
levels for executives for United States operations. Mr. Benacin, the Chief Executive Officer of Interparfums, SA, took the initiative
after discussions with Philippe Santi, the Chief Financial Officer of Interparfums, SA, and recommended executive compensation
levels for executives for European operations. The recommendations are presented to the compensation committee for its consideration,
and the compensation committee makes a final determination regarding salary adjustments and annual award amounts to executives,
including Jean Madar and Philippe Benacin. Messrs. Madar and Benacin are not present during deliberations or determination of
their executive compensation by the compensation committee. Further, Messrs. Madar and Benacin, in addition to being executive
officers and directors, are our largest beneficial shareholders, and therefore, their interests are aligned with our shareholder
base in keeping executive compensation at a reasonable level.
The
compensation committee was pleased that the most recent shareholder advisory vote on executive compensation held at our last annual
meeting of shareholders in September 2022 overwhelmingly approved the compensation policies and decisions of the compensation
committee. The compensation committee has determined to continue its present compensation policies in order to determine similar
future decisions.
Our
compensation committee believes that individual executive compensation is at a level comparable with executives in other companies
of similar size and stage of development that operate in the fragrance industry, and takes into account our company’s performance
as well as our own strategic goals. Further, the compensation committee believes that its present policies to date, with its emphasis
on rewarding performance, has served to focus the efforts of our executives, which in turn has permitted our company to weather
the COVID-19 pandemic, supply chain disruptions and geopolitical turmoil in certain parts of the world, which resulted in the
Company’s record results for 2022. During 2022, the members of such committee consisted of Messrs. Heilbronn and Choël,
and Ms. Gabai-Pinsky.
Elements
of Compensation
General
The
compensation of our executive officers is generally comprised of base salaries, including a fee paid to the holding companies
of each of Messrs. Madar and Benacin, annual cash bonuses and long-term equity incentive awards. In determining specific components
of compensation, the compensation committee considers individual performance, level of responsibility, skills and experience,
other compensation awards or arrangements and overall company performance. The compensation committee reviews and approves all
elements of compensation for all of our executive officers taking into consideration recommendations from the Chief Executive
Officer of our company and the Chief Executive Officer of Interparfums, SA, as well as information regarding compensation levels
at competitors in our industry.
Our
named executive officers have all been with the Company for more than the past ten (10) years, other than Mr. Atwood who joined
our Company in September 2022, with Messrs. Madar and Benacin being founders of the Company. As Messrs. Madar and Greenberg, the
former Chief Financial Officer and Executive Vice President for United States operations, and Benacin and Santi for European operations,
were most familiar with the individual performance, level of responsibility, skills and experience of each executive officer in
their respective operating segments, the compensation committee relies upon the information provided by such executive officers
in determining individual performance, level of responsibility, skills and experience of each executive officer.
The
compensation committee views the competitive marketplace very broadly, which would include executive officers from both public
and privately held companies in general, including fashion and beauty companies, but not limited to the peer companies contained
in the corporate performance graph contained in our annual report. Generally, rather than tie the compensation committee’s
determination of compensation proposals to any specific peer companies, the members of our committee have used their business
experience, judgment and knowledge to review the executive compensation proposals recommended to them by Mr. Madar for United
States operations and Mr. Benacin for European operations. As such, as a general rule the compensation committee did not determine
the need to benchmark of any material item of compensation or overall compensation. However, in connection with the salary increase
to Mr. Madar that occurred in February 2020, surveys of both peer companies and companies with comparable market capitalizations
were used by the compensation committee as one of the factors in reaching such determination.
The
members of the compensation committee have extensive experience and business acumen and are well qualified in determining the
appropriateness of executive compensation levels. Mr. Heilbronn is a managing partner of a business consulting firm in the area
of mergers and acquisitions of large international companies in retail, consumer goods and consumer services throughout the world.
Mr. Choël previously worked as President and Chief Executive Officer of two divisions of LVMH Moet Hennessy Louis Vuitton
S.A., which included such well-known brands as Parfums Christian Dior, Guerlain, and Parfums Givenchy. Mr. Choël has also
been President and CEO of both Elida Fabergé France and Chesebrough Ponds USA. Ms. Gabai-Pinsky, the final committee member,
has executive experience as the former President of Vera Wang Group, as well as the Global President for Aramis and Designers
Fragrances in addition to Beauty Bank and Idea Bank at The Estée Lauder Companies.
Base
Salary
Base
salaries for executive officers are initially determined by evaluating the responsibilities of the position held and the experience
of the individual, and by reference to the competitive marketplace for executive talent. Base salaries for executive officers
are reviewed on an annual basis, and adjustments are determined by evaluating our operating performance, the performance of each
executive officer, as well as whether the nature of the responsibilities of the executive has changed.
As
stated above, as Messrs. Madar, Atwood and Greenberg for United States operations, and Messrs. Benacin and Santi for European
operations, were most familiar with the individual performance, level of responsibility, skills and experience of each executive
officer in their respective segments, the committee relied upon the information provided by such executive officers in determining
individual performance, level of responsibility, skills and experience of each executive officer.
For
executive officers of United States operations, the bulk of their annual compensation is in base salary including a fee paid to
the holding company for Mr. Madar for services rendered outside the United States. However, for executive officers of European
operations base salary comprises a smaller percentage of overall compensation. We have paid a lower percentage of overall compensation
in the form of base salary to executive officers of European operations for several years, principally because European operations
historically have had higher profitability than United States operations, and European operations are run differently from United
States operations by the Chief Executive Officer of European operations, Mr. Benacin. As the result of this historically higher
profitability, European operations have had the ability to pay higher bonus compensation in addition to base salary. As bonus
compensation is and has historically been discretionary, no targets were set in order to maintain flexibility. Further, if the
results of operations for European operations were not satisfactory (again, no target amounts were set to maintain flexibility),
then bonus compensation, as well as overall compensation could be lowered without otherwise affecting base salary. Finally, by
keeping annual bonus compensation at a higher percentage of overall compensation and base salary at a lower percentage, our company
benefits because the base amount for annual salary adjustments would be smaller.
For
the impact of COVID-19 on executive compensation in 2020 and 2021, please see our Annual Report on Form 10-K for the fiscal year
ended December 31, 2021, under Item 11, Item 11. Executive Compensation, Compensation Discussion and Analysis, Covid-19
Impact, which is incorporated by reference herein.
For
2022, Mr. Benacin received a base salary of $756,000, (including an increase of €12,000 but due to the foreign currency conversion
this is showing as a decrease when compared to 2021), and Mr. Benacin’s holding company received $250,000 paid by the Company’s
United States operations, which is included the calculation of his base salary. This same consulting fee has been paid for more
than each of the past three years, in accordance with the consulting agreement with Mr. Benacin’s holding company, which
provides for review on an annual basis of the amount of compensation payable to such company.
For
2021, although Mr. Benacin received the same base salary as he did in 2020, his salary was affected by foreign currency conversion
rates and was $804,000 for 2021. For 2020, Mr. Benacin received a modest increase in base salary of $14,000 to $789,000.
The
compensation committee considered the following salient factors in authorizing payment to Mr. Benacin’s holding company—
services rendered to United States operations for several years by Mr. Benacin in connection with licensing and distribution of
international brands, as well as future services to be performed by Mr. Benacin internationally relating to licensing and distribution
of international brands for United States operations.
As
Mr. Benacin values the services of two named executive officers of Interparfums, SA, Mr. Philippe Santi, Executive Vice President
and the Chief Financial Officer, and Mr. Frederic Garcia-Pelayo, Executive Vice President and Chief Operating Officer, equally,
their base salaries, as well as their bonus compensation discussed below, have been in lockstep.
For
2022, the base salary of each of Messrs. Santi and Garcia-Pelayo was €432,000, and increase of €24,000. For 2021, the
base salary of each of Messrs. Santi and Garcia-Pelayo was €408,000, as no executive officer received any increase in base
salary due the continuing impact of the COVID-19 pandemic. However, the base salaries of Messrs. Santi and Garcia-Pelayo in 2021
were affected by foreign currency conversion rates and were both $483,000 for 2021. For 2020, each of Messrs. Santi and Garcia-Pelayo
received an increase in base salary of $14,000 to $470,000. Increases in prior years were awarded primarily to reward these two
executive officers for their contributions in European Operations achieving increases in both sales and earnings. The compensation
committee considered the recommendations of Mr. Benacin, results of operations for the year, as well as the services performed
for European operations by Messrs. Santi and Garcia-Pelayo in authorizing these salary levels.
A
different approach is taken for United States operations as that segment is smaller and less profitable. A more significant base
salary is paid in order to attract and retain employees with the skills and talents needed to run the operation with a lesser
emphasis placed on bonuses. Neither of the executive officers for United States operations have employment agreements (although
Mr. Madar’s personal holding company has a consulting agreement that provides for review on an annual basis of the amount
of compensation payable to such company), as we believe that having flexibility in structuring annual base salary is a benefit,
which permits us to act quickly to meet a changing economic environment.
As
previously reported, from 2013 until 2019 the annual aggregate base salary paid to Mr. Madar individually and fees paid to his
holding company remained unchanged at $630,000, which was substantially below the amounts indicated by two surveys of chief executive
officer salaries for 2019 (collectively the “CEO Salary Surveys”). The CEO Salary Surveys indicated that the annual
and median average CEO salaries for peer companies (excluding the Madar salary) were $2,854,656 and $1,540,000, respectively,
and $2,604,346 and $1,750,000 for comparable market capitalization companies, respectively. In recognition of the efforts of Mr.
Madar and his holding company as one of the prime causes for our substantial increase in net sales and net income, as well as
market capitalization from 2014 through 2019, thus substantially increasing shareholder value, on February 4, 2020 the Committee
jointly authorized the aggregate annual increase in Mr. Madar’s base salary by $600,000 to $1.23 million effective as of
January 1, 2020. For 2022 and 2021, Mr. Madar did not receive any increase in base salary.
Russell
Greenberg, the former Executive Vice President and Chief Financial Officer, received a $30,000 increase in base salary for 2022
to $750,000 on an annualized basis, also did not have any salary increase for 2021, when his base salary remained at $720,000.
Previously, he had received the same $30,000 increase in base salary for 2020 and 2019. In connection with the previous increases
in salary, the Compensation Committee considered the following material factors in granting Mr. Greenberg his salary increases:
his individual performance, level of responsibility, skill and experience, as well as the recommendation of the Chief Executive
Officer.
Mr.
Atwood, who became the Chief Financial Officer in September 2022 after the retirement of Mr. Greenberg, was granted a $500,000
annual base salary, as well as a signing bonus of $100,000 that was paid in September 2022. An additional pro-rated bonus of $50,000
was also paid in December 2022 for the September-December period. The Compensation Committee considered the following material
factors in approving the base salary and guaranteed annual bonus of Mr. Atwood for 2022: his individual performances, level of
responsibilities, skill and experience with other companies in the fragrance and cosmetic industry, as well as the recommendation
of the Chief Executive Officer.
Bonus
Compensation/Annual Incentives
In
recognition of the Company’s turnaround from the effects of the COVID-19 pandemic, supply chain disruptions and geopolitical
turmoil in 2022 and record results in 2022, and after the recommendations of Messrs. Madar and Benacin, the compensation committee
determined that Mr. Benacin receive a bonus of $211,000. Also, in recognition of record results in 2021 while dealing with the
effects of the COVID-19 pandemic, supply chain disruptions and geopolitical turmoil, and after the recommendations of Messrs.
Madar and Benacin, the compensation committee determined that Mr. Benacin receive a bonus of $166,000. For 2020 Mr. Benacin, the
chief decision maker for European operations, proposed and the compensation committee concurred in the payment of discretionary
bonus compensation of $131,000. Discretionary bonus compensation for Mr. Benacin has been approximately 28%, 30% and 17% of his
base salary in 2022, 2021 and 2020, respectively.
In
addition, the Compensation Committee agreed with the recommendation of Mr. Benacin and the contributions made by Messrs. Santi
and Garcia-Pelayo to the Company’s success and growth. Bonus compensation for Messrs. Santi and Garcia-Pelayo have remained
in lockstep, and each was awarded a discretionary bonus of $437,000, $378,000 and $296,000 in 2022, 2021 and 2020, respectively,
or 96%, 78% and 63%of their base salary for those years.
A
different approach is taken for United States operations as that segment is smaller and less profitable. As discussed above, a
more significant base salary is paid in order to attract and retain employees with the skills and talents needed to run United
States operations with a lesser emphasis placed on bonuses.
In
2022, as Mr. Greenberg retired, he did not receive a discretionary bonus. In 2021, although Mr. Greenberg did not receive any
increase in base salary due to the continuing impact of the COVID-19 pandemic, he did receive a discretionary bonus of $70,000
based upon the recommendation of the Chief Executive Officer. Mr. Greenberg was paid a discretionary bonus of $35,000 in 2020
and $50,000 for each of the several years prior thereto. The Compensation Committee considered the following material factors
in granting Mr. Greenberg his bonuses: his individual performance, level of responsibility, skill and experience, as well as the
recommendation of the Chief Executive Officer.
Mr.
Atwood, who became the Chief Financial Officer in September 2022 after the retirement of Mr. Greenberg, received a sign on bonus
of $100,000. His compensation arrangement also entitles him to a guaranteed annual bonus of $100,000, as well as a $100,000 bonus
based upon achieving certain milestones. For 2022, Mr. Atwood received his $100,000 sign on bonus and $50,000 pro-rated performance
bonus related to the September-December period. The Compensation Committee considered the same factor in granting these two bonuses
as in approving his initial annualized salary.
Mr.
Madar, the Chief Executive Officer has not received any cash bonus in the past three years.
As
required by French law, Interparfums, SA maintains its own profit sharing plan for all French employees who have completed three
months of service, including executive officers of our European operations other than Mr. Benacin, the Chief Executive Officer
of Interparfums, SA. Benefits are calculated based upon a percentage of taxable income of Interparfums, SA and allocated to employees
based upon salary. The maximum amount payable per year per employee is approximately $32,485.
Calculation
of the total annual benefits contribution is made according to the following formula:
67%
of (Interparfums, SA net income, less 2.5% of shareholders’ equity without net income for the year) times a fraction, the
numerator of which is wages, and the denominator of which is net income before tax + wages + taxes (other than income tax) + valuation
allowances + amortization expenses + interest expenses.
Contribution
to individual employees is then made pro rata based upon their individual salaries for the year.
Long-Term
Incentives
Stock
Options. In prior years, we had linked long-term incentives with corporate performance through the grant of stock options.
However, no options were granted in 2021 or 2020 to either employees of United States operations or European operations, as other
compensation arrangements were being considered as part of a review of the executive compensation strategy. In December 2022,
at the recommendation of the Chief Executive Officer, the Compensation Committee authorized the grant of a stock option to purchase
5,000 shares to Mr. Atwood at the fair market value on the date of grant as part of his long-term incentives. Unless the market
price of our common stock increases, Mr. Atwood will have no tangible benefit from this option. Thus, the option holder is provided
with the additional incentive to increase individual performance with the ultimate goal of increasing our overall performance.
We believe that enhanced executive incentives that result in increased corporate performance tend to build company loyalty. No
other stock option grants were made to other executive officers in 2022, including Messrs. Jean Madar and Philippe Benacin.
Interparfums,
SA Stock Compensation Plans
2022
Free Share Plan – On March 16, 2022, the Board of Interparfums, SA (“IPSA”) decided to grant 88,400 free
shares of its capital stock to all of the IPSA’s employees and corporate officers having more than 6 months seniority at
the grant date. The free shares are to be issued in June 2025. Issuance of those shares are based on satisfaction of performance
conditions, relating to the 2024 IPSA sales for 50% of the shares and 2024 operating income for the balance.
IPSA
used the services of third party to assist them in the valuation of the plan, with the calculations and assumptions as follows:
Management
expects the rate of staff turnover to be 12%,
Using
the Monte Carlo method, management expects the performance rate to be 80% on the consolidated sales and 80.8% on the consolidated
operating income.
Based
on the above assumptions, the total expenses related to this plan is valued at $3.3 million.
As
of December 31, 2022:
63,281
shares of IPSA Capital Stock, representing $3.0 million were purchased in the open market and allocated to this plan.
$1.0
million of expenses was recorded (or $1.2 million including social contributions).
2019
Plan – In December 2018, Interparfums, SA approved a plan to grant an aggregate of 26,600 shares of its stock to employees
with no performance condition requirement, and an aggregate of 133,000 shares to officers and managers, subject to certain corporate
performance conditions. The shares, subject to adjustment for stock splits, were distributed in June 2022. Under this plan in
June 2022, Messrs. Benacin, Madar, Garcia-Pelayo and Santi received 4,000 shares each (5,857 shares as adjusted for stock splits).
In
June 2020, the performance conditions were modified effecting 96 employees. As of December 31, 2021, the number of shares to be
distributed, after forfeited shares and adjusted for stock splits, increased to 172,343. The increase in shares anticipated to
be distributed were transferred from treasury shares at the Interparfums, SA level. The modification resulted in a revised cost
of the grant to approximately $4.6 million.
In
connection with the 2019 Plan referred to above, an incentive plan was established by Interparfums, SA for certain employees of
Interparfums Luxury Brands, Inc. (“IPLB”), Interparfums Singapore (“IP Singapore”) and Inter Parfums,
Inc. The proposed incentive plan would not provide shares but rather, would give a cash payment or bonus (“incentive”
or “award”) that mirrors the shares that Interparfums, SA employees will receive. An aggregate of 42,140 “phantom”
shares have been awarded in 2022, with Mr. Greenberg being awarded 1,000 of such “phantom” shares, all subject to
adjustment for stock splits, with a value of approximately $69,839.
Stock
Appreciation Rights
Our
stock option plans authorize us to grant stock appreciation rights, or SARs. A SAR represents a right to receive the appreciation
in value, if any, of our common stock over the base value of the SAR. To date, we have not granted any SARs under our plans. While
the compensation committee currently does not plan to grant any SARs under our plans, it may choose to do so in the future as
part of a review of the executive compensation strategy.
Restricted
Stock
We
have not in the past, and we do not have any future plans to grant restricted stock to our executive officers. However, while
the compensation committee currently does not plan to authorize any restricted stock plans, the compensation committee may choose
to do so in the future as part of a review of the executive compensation strategy. Our French operating subsidiary, Interparfums,
SA, however, has instituted its 2022 and 2019 Stock Compensation Plans as discussed above.
Other
Compensation
For
2022, each of Messrs. Benacin and Garcia-Pelayo received an automobile allowance of $11,372.
No
Stock Ownership Guidelines
We
do not require any minimum level of stock ownership by any of our executive officers. As stated above, Messrs. Madar and Benacin,
are our largest beneficial shareholders, which aligns their interests with our shareholder base in keeping executive compensation
at a reasonable level.
Retirement
and Pension Plans
We
maintain a 401(k) plan for United States operations. Commencing in October 2021 we started matching the first $6,000 of contribution
for each employee, as we have determined that base compensation together with annual bonuses, are sufficient incentives to retain
talented employees. Our European operations maintain a pension plan for its employees as required by French law. For each of 2022,
2021 and 2020, each of Messrs. Benacin, Santi and Garcia-Pelayo received an increase of $16,006, $17,773 and $17,500, respectively,
in their value of deferred compensation earnings.
Compensation
Committee Report
We
have reviewed and discussed with management the Compensation Discussion and Analysis provisions to be included in this Annual
Report on Form 10-K for fiscal year ended December 31, 2022 and the proxy statement for the upcoming annual meeting of shareholders.
Based on this review and discussion, we recommend to the board of directors that the Compensation Discussion and Analysis referred
to above be included in our Annual Report on Form 10-K as well as the proxy statement for the upcoming annual meeting of shareholders.
Francois
Heilbronn
Patrick
Choël and
Veronique
Gabai-Pinsky
The
following table sets forth a summary of all compensation awarded to, earned by or paid to our “named executive officers,”
who are our principal executive officer, our principal financial officer, and each of the three most highly compensated executive
officers of our company. This table covers all such compensation during fiscal years ended December 31, 2022, December 31, 2021
and December 31, 2020. For all compensation related matters disclosed in the summary compensation table, and elsewhere where applicable,
all amounts paid in euro have been converted to U.S. dollars at the average rate of exchange in each year.
SUMMARY COMPENSATION TABLE |
|
Name and Principal Position |
|
Year |
|
Salary
($) |
|
Bonus
($) |
|
Stock
Awards
($) |
|
Option
Awards
($)(1) |
|
Non-Equity
Incentive Plan Compensation
($)(2) |
|
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($) |
|
All Other
Compensation
($)(3) |
|
Total
($) |
|
Jean Madar, |
|
2022 |
|
1,230,000 |
|
-0- |
|
139,077 |
|
-0- |
|
-0- |
|
-0- |
|
-0- |
|
1,369,077 |
|
Chairman and |
|
2021 |
|
1,230,000 |
|
-0- |
|
-0- |
|
-0- |
|
-0- |
|
-0- |
|
-0- |
|
1,230,000 |
|
Chief Executive Officer |
|
2020 |
|
1,230,000 |
|
-0- |
|
157,603 |
|
-0- |
|
-0- |
|
-0- |
|
-0- |
|
1,387,603 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Russell Greenberg, (4) |
|
2022 |
|
750,000 |
|
-0- |
|
-0- |
|
-0- |
|
-0- |
|
-0- |
|
-0- |
|
750,000 |
|
Chief Financial Officer and |
|
2021 |
|
720,000 |
|
70,000 |
|
-0- |
|
-0- |
|
-0- |
|
-0- |
|
-0- |
|
790,000 |
|
Executive Vice President |
|
2020 |
|
720,000 |
|
35,000 |
|
-0- |
|
-0- |
|
-0- |
|
-0- |
|
-0- |
|
755,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michel Atwood (5) |
|
2022 |
|
161,218 |
|
150,000 |
|
-0- |
|
101,814 |
|
-0- |
|
-0- |
|
-0- |
|
413,032 |
|
Chief Financial Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philippe Benacin, President Inter |
|
2022 |
|
755,440 |
|
210,600 |
|
139,077 |
|
-0- |
|
-0- |
|
16,006 |
|
11,372 |
|
1,132,495 |
|
Parfums, Inc., Chief Executive |
|
2021 |
|
803,504 |
|
165,578 |
|
-0- |
|
-0- |
|
-0- |
|
17,733 |
|
12,774 |
|
999,589 |
|
Officer of Interparfums SA |
|
2020 |
|
788,808 |
|
130,673 |
|
157,603 |
|
-0- |
|
-0- |
|
17,500 |
|
12,434 |
|
1,107,018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philippe Santi, Executive Vice |
|
2022 |
|
454,896 |
|
436,995 |
|
139,077 |
|
-0- |
|
32,485 |
|
16,006 |
|
-0- |
|
1,079,459 |
|
President and Chief Financial |
|
2021 |
|
482,542 |
|
378,464 |
|
-0- |
|
-0- |
|
34,940 |
|
17,733 |
|
-0- |
|
913,679 |
|
Officer, Interparfums SA |
|
2020 |
|
469,730 |
|
295,596 |
|
315,205 |
|
-0- |
|
38,000 |
|
17,500 |
|
-0- |
|
1,136,031 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frédéric Garcia-Pelayo, |
|
2022 |
|
454,896 |
|
436,995 |
|
139,077 |
|
-0- |
|
32,485 |
|
16,006 |
|
11,372 |
|
1,090,831 |
|
Executive Vice President and |
|
2021 |
|
482,542 |
|
378,464 |
|
-0- |
|
-0- |
|
34,940 |
|
17,733 |
|
12,774 |
|
926,453 |
|
Chief Operating Officer Interparfums SA |
|
2020 |
|
469,730 |
|
295,596 |
|
315,205 |
|
-0- |
|
38,000 |
|
17,500 |
|
8,980 |
|
1,145,011 |
|
1 |
Amounts reflected
under Option Awards represent the grant date fair values in 2022, 2021 and 2020 based on the fair value of stock option awards
using a Black-Scholes option pricing model. The assumptions used in this model are detailed in Footnote 13 to the audited
consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2022 and filed with the
SEC. |
2 |
As required by French
law, Interparfums SA maintains its own profit sharing plan for all French employees who have completed three months of service,
including executive officers of our European operations other than Mr. Benacin, the Chief Executive Officer of Interparfums
SA. Benefits are calculated based upon a percentage of taxable income of Interparfums SA and are allocated to employees based
upon salary. The maximum amount payable per year is approximately $32,485. |
Calculation
of total annual benefits contribution is made according to the following formula:
67%
of (Interparfums, SA net income, less 2.5% of shareholders’ equity without net income for the year) times a fraction, the
numerator of which is wages, and the denominator of which is net income before tax + wages + taxes (other than income tax) + valuation
allowances + amortization expenses + interest expenses.
Contribution
to individual employees is then made pro rata based upon their individual salaries for the year.
3 |
The following table
identifies (i) perquisites and other personal benefits provided to our named executive officers in fiscal 2022, and quantifies
those required by SEC rules to be quantified and (ii) all other compensation that is required by SEC rules to be separately
identified and quantified. |
4 |
Mr. Greenberg retired
in September 2022. |
|
|
5 |
Mr. Atwood replaced
Mr. Greenberg on September 6, 2022. His base salary was prorated from $500,000, annually. |
Name
and Principal Position |
|
Perquisites
and other
Personal
Benefits
($) |
|
|
Personal
Automobile
Expense
($) |
|
|
Lodging
Expense
($) |
|
|
Total
($) |
|
Jean Madar, Chairman
Chief Executive Officer |
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Russell Greenberg, Former Chief Financial
Officer and Executive Vice
President |
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michel Atwood, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief Financial Officer |
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philippe Benacin, President of Inter
Parfums, Inc. and Chief Executive
Officer of Interparfums, SA |
|
|
-0- |
|
|
|
11,372 |
|
|
|
-0- |
|
|
|
11,372 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philippe Santi,
Executive Vice President and Chief
Financial Officer, Interparfums, SA |
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frédéric Garcia-Pelayo,
Executive Vice President and
Chief Operating Officer,
Interparfums, SA |
|
|
-0- |
|
|
|
11,372 |
|
|
|
-0- |
|
|
|
11,372 |
|
Plan
Based Awards
The
following table sets certain information relating to each grant of an award made by our company to the executive officers of our
company listed in the Summary Compensation Table during the past fiscal year.
|
|
|
|
Grants
of Plan-Based Awards |
|
|
|
|
|
|
|
|
|
|
Name |
|
Grant
Date |
|
Estimated
Future Payouts Under
Non-Equity Incentive Plan Awards |
|
|
Estimated
Future Payouts Under
Equity Incentive Plan Awards |
|
|
All
Other Stock Awards:
Number of Shares of Stock or |
|
|
All
Other Option Awards:
Number of Securities Underlying |
|
|
Exercise
or Base Price of Option |
|
|
Closing |
|
|
|
|
|
Threshold
($) |
|
|
Target
($) |
|
|
Maximum
($) |
|
|
Threshold
(#) |
|
|
Target
(#) |
|
|
Maximum
(#) |
|
|
Units
(#) |
|
|
Options
(#) |
|
|
Awards
($/Sh) |
|
|
Price
($/Sh) |
|
Jean Madar |
|
NA |
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
NA |
|
|
|
NA |
|
Russell Greenberg |
|
NA |
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
NA |
|
|
|
NA |
|
Michel
Atwood |
|
07/22/
2022 |
|
|
100,000 |
|
|
|
100,000 |
|
|
|
100,000 |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
- 0- |
|
|
|
-0- |
|
|
|
NA |
|
|
|
NA |
|
Michel
Atwood |
|
12/30
/202 |
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
5,000 |
|
|
|
$97.84 |
|
|
|
$96.52 |
|
Philippe Benacin |
|
NA |
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
NA |
|
|
|
NA |
|
Philippe Santi |
|
NA |
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
NA |
|
|
|
NA |
|
Frédéric Garcia-Pelayo |
|
NA |
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
NA |
|
|
|
NA |
|
Interparfums,
SA Stock Compensation Plan
The
following table sets certain information relating to each grant of an award made by Interparfums, SA to the executive officers
of our company listed in the Summary Compensation Table during the past fiscal year. Equity awards relate to the shares of Interparfums,
SA.
|
|
|
|
Grants
of Plan-Based Awards |
|
|
|
|
|
|
|
|
|
|
Name |
|
Grant
Date |
|
Estimated
Future Payouts Under
Non-Equity Incentive Plan Awards |
|
|
Estimated
Future Payouts Under
Equity Incentive Plan Awards |
|
|
All
Other Stock Awards:
Number of Shares of Stock or |
|
|
All
Other Option Awards:
Number of Securities Underlying |
|
|
Exercise
or Base Price of Option |
|
|
Closing |
|
|
|
|
|
Threshold
($) |
|
|
Target
($) |
|
|
Maximum
($) |
|
|
Threshold
(#) |
|
|
Target
(#) |
|
|
Maximum
(#) |
|
|
Units
(#) |
|
|
Options
(#) |
|
|
Awards
($/Sh) |
|
|
Price
($/Sh) |
|
Jean Madar |
|
3/16/22 |
|
|
NA |
|
|
|
NA |
|
|
|
NA |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
3,000 |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
49,89 € |
|
Russell Greenberg |
|
NA |
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
NA |
|
|
|
NA |
|
Michel
Atwood |
|
NA |
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
NA |
|
|
|
NA |
|
Philippe Benacin |
|
3/16/22 |
|
|
NA |
|
|
|
NA |
|
|
|
NA |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
3,000 |
|
|
|
-0- |
|
|
|
NA |
|
|
|
NA |
|
Philippe Santi |
|
3/16/22 |
|
|
NA |
|
|
|
NA |
|
|
|
NA |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
6,000 |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
49,89 € |
|
Philippe Santi |
|
12/31/22 |
|
|
NA |
|
|
|
NA |
|
|
|
32,485 |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
NA |
|
|
|
NA |
|
Frédéric Garcia-Pelayo |
|
3/16/22 |
|
|
NA |
|
|
|
NA |
|
|
|
NA |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
6,000 |
|
|
|
-0- |
|
|
|
|
|
|
|
49,89 € |
|
Frédéric Garcia-Pelayo |
|
12/31/22 |
|
|
NA |
|
|
|
NA |
|
|
|
32,485 |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
NA |
|
|
|
NA |
|
NA
means not applicable.
Interparfums,
SA Profit Sharing Plan
Also
as discussed above and required by French law, Interparfums SA maintains its own profit sharing plan for all French employees
who have completed three months of service, including executive officers of our European operations other than Mr. Benacin, the
Chief Executive Officer of Interparfums SA. Benefits are calculated based upon a percentage of taxable income of Interparfums,
SA and allocated to employees based upon salary. The maximum amount payable per year per employee is approximately $32,485.
Calculation
of total annual benefits contribution is made according to the following formula:
67%
of (Interparfums, SA net income, less 2.5% of shareholders equity without net income for the year) times a fraction, the numerator
of which is wages, and the denominator of which is net income before tax + wages + taxes (other than income tax) + valuation allowances
+ amortization expenses + interest expenses.
The
following table sets certain information relating to each grant of a non-equity award made by Interparfums, SA to the executive
officers of our company listed in the Summary Compensation Table during the past fiscal year. Equity awards relate to the shares
of Interparfums SA.
Outstanding
Equity Awards at Fiscal Year-End
The
following table sets forth certain information relating to outstanding equity awards of our Company held by the executive officers
listed in the Summary Compensation Table as of December 31, 2022.
|
|
Option
Awards |
|
Name |
|
Number
of
Securities
Underlying
Unexercised
Options (#)
Exercisable(1) |
|
|
Number
of
Securities
Underlying
Unexercised
Options (#)
Unexercisable |
|
|
Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#) |
|
|
Option
Exercise
Price ($) |
|
|
Option
Expiration
Date |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jean Madar |
|
|
25,000 |
(2) |
|
|
0 |
(2) |
|
|
0 |
|
|
|
43.80 |
|
|
12/29/23 |
|
|
|
|
20,000 |
(2) |
|
|
5,000 |
(2) |
|
|
0 |
|
|
|
65.25 |
|
|
12/30/24 |
|
|
|
|
15,000 |
(2) |
|
|
10,000 |
(2) |
|
|
0 |
|
|
|
73.09 |
|
|
12/30/25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Russell Greenberg |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000 |
|
|
|
0 |
|
|
|
0 |
|
|
|
43.80 |
|
|
12/29/23 |
|
|
|
|
5,000 |
|
|
|
5,000 |
|
|
|
0 |
|
|
|
65.25 |
|
|
12/30/24 |
|
|
|
|
5,000 |
|
|
|
10,000 |
|
|
|
0 |
|
|
|
73.09 |
|
|
12/30/25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michel Atwood |
|
|
0 |
|
|
|
5,000 |
|
|
|
0 |
|
|
|
97.84 |
|
|
12/30/28 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philippe Benacin |
|
|
25,000 |
(2) |
|
|
0 |
(2) |
|
|
0 |
|
|
|
43.80 |
|
|
12/29/23 |
|
|
|
|
20,000 |
(2) |
|
|
5,000 |
(2) |
|
|
0 |
|
|
|
65.25 |
|
|
12/30/24 |
|
|
|
|
15,000 |
(2) |
|
|
10,000 |
(2) |
|
|
0 |
|
|
|
73.09 |
|
|
12/30/25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philippe Santi |
|
|
1,200 |
|
|
|
0 |
|
|
|
0 |
|
|
|
43.80 |
|
|
12/29/23 |
|
|
|
|
800 |
|
|
|
800 |
|
|
|
0 |
|
|
|
46.903 |
|
|
1/18/24 |
|
|
|
|
2,400 |
|
|
|
2,000 |
|
|
|
0 |
|
|
|
65.25 |
|
|
12/30/24 |
|
|
|
|
4,000 |
|
|
|
4,000 |
|
|
|
0 |
|
|
|
73.09 |
|
|
12/30/25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frédéric
Garcia-Pelayo |
|
|
2,400 |
|
|
|
0 |
|
|
|
0 |
|
|
|
43.80 |
|
|
12/29/23 |
|
|
|
|
800 |
|
|
|
800 |
|
|
|
0 |
|
|
|
46.903 |
|
|
1/18/24 |
|
|
|
|
4,000 |
|
|
|
2,000 |
|
|
|
0 |
|
|
|
65.25 |
|
|
12/30/24 |
|
|
|
|
4,000 |
|
|
|
4,000 |
|
|
|
0 |
|
|
|
73.09 |
|
|
12/30/25 |
|
[Footnotes
from table above]
1 |
All options expire
6 years from the date of grant, and vest 20% each year commencing one year after the date of grant. |
2 |
Options are held
in the name of personal holding company. |
The
following table sets certain information relating to outstanding equity awards granted by Interparfums, SA, our majority-owned
French subsidiary which has its shares traded on the NYSE Euronext, held by the executive officers of our company listed in the
Summary Compensation Table as of the end of the past fiscal year.
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
OF INTERPARFUMS, SA
|
|
Option
Awards |
|
Stock
Awards |
|
Name |
|
Number
of Securities Underlying Unexercised Options (#) Exercisable) |
|
|
Number
of Securities Underlying Unexercised Options (#) Unexercisable |
|
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned
Options (#) |
|
|
Option
Exercise
Price ($) |
|
|
Option
Expiration
Date |
|
Number
of Shares or Units of Stock that Have Not Vested (#)(1) |
|
|
Market
Value of Shares or Units of Stock that Have Not Vested ($) |
|
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) |
|
|
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested($) |
|
Jean Madar |
|
|
-0- |
|
|
|
0 |
|
|
|
-0- |
|
|
|
NA |
|
|
NA |
|
|
3,000 |
|
|
|
175,640 |
|
|
|
-0- |
|
|
-0- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Russell Greenberg |
|
|
-0- |
|
|
|
0 |
|
|
|
-0- |
|
|
|
NA |
|
|
NA |
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
-0- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michel |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Atwood |
|
|
-0- |
|
|
|
0 |
|
|
|
-0- |
|
|
|
NA |
|
|
NA |
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
-0- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philippe Benacin |
|
|
-0- |
|
|
|
0 |
|
|
|
-0- |
|
|
|
NA |
|
|
NA |
|
|
3,000 |
|
|
|
175,640 |
|
|
|
-0- |
|
|
-0- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philippe Santi |
|
|
-0- |
|
|
|
0 |
|
|
|
-0- |
|
|
|
NA |
|
|
NA |
|
|
6,000 |
|
|
|
351,281 |
|
|
|
-0- |
|
|
-0- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frédéric
Garcia-Pelayo |
|
|
-0- |
|
|
|
0 |
|
|
|
-0- |
|
|
|
NA |
|
|
NA |
|
|
6,000 |
|
|
|
175,640 |
|
|
|
-0- |
|
|
-0- |
|
1
Estimated number of shares are to be issued only to the extent that the performance conditions have been met.
2
As of December 31, 2022, the closing price of Interparfums, SA as reported by Euronext was 55.60 euros, and the exchange rate
was 1.053 U.S. dollars to 1 euro.
Option
Exercises and Stock Vested
The
following table sets forth certain information relating to each option exercise affected during the past fiscal year, and each
vesting of stock, including restricted stock, restricted stock units and similar instruments of our company during the past fiscal
year, for the executive officers of our company listed in the Summary Compensation Table.
OPTION
EXERCISES AND STOCK VESTED
|
|
Option
Awards |
|
|
Stock
Awards |
|
Name |
|
Number
of Shares
Acquired on
Exercise
(#) |
|
|
Value
Realized on
Exercise
($)1 |
|
|
Number
of Shares
Acquired on
Vesting
(#) |
|
|
Value
Realized On
Vesting
($) |
|
Jean Madar |
|
|
19,000 |
|
|
|
1,230,315 |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Russell Greenberg |
|
|
60,000 |
|
|
|
2,475,744 |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michel Atwood |
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philippe Benacin |
|
|
19,000 |
|
|
|
1,191,374 |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philippe Santi |
|
|
4,000 |
|
|
|
199,588 |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frédéric
Garcia-Pelayo |
|
|
1,200 |
|
|
|
82,973 |
|
|
|
-0- |
|
|
|
-0- |
|
[Footnotes
from table above]
1 |
Total value realized
on exercise of options in dollars is based upon the difference between the fair market value of the common stock on the date
of exercise, and the exercise price of the option. |
Regarding
Interparfums, SA, our majority-owned French subsidiary which has its shares traded on the Euronext, no options were exercised
during the past fiscal year, and there was no vesting of stock, including restricted stock, restricted stock units and similar
instruments during the past fiscal year, for the executive officers of our company listed in the Summary Compensation Table.
Pension
Benefits
The
following table sets forth certain information relating to payment of benefits in connection with retirement plans during the
past fiscal year, for the executive officers of our company listed in the Summary Compensation Table.
PENSION
BENEFITS
Name |
|
Plan
Name |
|
Number
of Years
Credited
Service
(#) |
|
Present
Value of
Accumulated
Benefit*
($) |
|
|
Payments
During
Last Fiscal
Year
($) |
|
Jean Madar |
|
NA |
|
NA |
|
|
-0- |
|
|
|
-0- |
|
Russell Greenberg |
|
NA |
|
NA |
|
|
-0- |
|
|
|
-0- |
|
Michel Atwood |
|
NA |
|
NA |
|
|
-0- |
|
|
|
-0- |
|
Philippe
Benacin |
|
Interparfums
SA Pension Plan |
|
NA |
|
|
331,239 |
|
|
|
16,006 |
|
Philippe
Santi |
|
Interparfums
SA Pension Plan |
|
NA |
|
|
321,239 |
|
|
|
16,006 |
|
Frédéric
Garcia-Pelayo |
|
Interparfums
SA Pension Plan |
|
NA |
|
|
321,239 |
|
|
|
16,006 |
|
* |
Does not include
any contributions made by prior employers, or individually by the recipients as such information is confidential under French
law. |
Interparfums
SA maintains a pension plan for all of its employees, including all executive officers. The calculation of commitments for severance
benefits involves estimating the probable present value of projected benefit obligations. This projected benefit obligations are
then prorated to take into account seniority of the employees of Interparfums, SA on the calculation date.
In
calculating benefits, the following assumptions were applied:
|
- |
voluntary retirement
at age 65; |
|
- |
a rate of 45% for
employer payroll contributions for all employees; |
|
- |
a 3% average annual
salary increase; |
|
- |
an annual rate of
turnover for all employees under 55 years of age and nil above; |
|
- |
the TH 00-02 mortality
table for men and the TF 00-02 mortality table for women; |
|
- |
a discount rate
of 3.8%. |
The
normal retirement age is 65 years, but employees, including Messrs. Benacin, Santi and Garcia-Pelayo, can collect reduced benefits
if they retire at age 62.
Nonqualified
Deferred Compensation
We
do not maintain any nonqualified deferred compensation plans.
CEO
Pay Ratio
As
required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K,
we are providing the following information about the relationship of the annual total compensation of our mean employee and the
annual total compensation of Mr. Jean Madar, Chief Executive Officer (the “CEO”):
For
2022, our last completed fiscal year:
|
● |
Our median employee’s
compensation was $66,402 |
|
● |
Our Chief Executive
Officer’s total 2022 compensation was $2,460,315 |
|
● |
Accordingly, our
2022 CEO to Median Employee Pay Ratio was 37.05 to 1 |
This
pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records.
We identified our median employee using our total employee population as of December 31, 2022 by applying a consistently applied
compensation measure across our global employee population. For our consistently applied compensation measure, we used all compensation,
including actual base salary, bonuses, commissions, and any overtime paid during the 12-month period ending December 31, 2022.
We did not use any material estimates, assumptions, adjustments, or statistical sampling to determine the worldwide median employee.
The
SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual
total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates
and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable
to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different
methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
Compensation
of Directors
The
following table sets forth certain information relating to the compensation for each of our directors who is not an executive
officer of our Company named in the Summary Compensation Table for the past fiscal year.
|
|
|
|
|
|
|
|
|
DIRECTOR
COMPENSATION |
|
|
|
|
|
|
|
Name |
|
|
Fees
Earned or Paid in Cash
($) |
|
|
Stock
Awards
($) |
|
|
Option
Awards
($) |
|
|
Non-Equity
Incentive Plan Compensation
($) |
|
|
Change
in
Pension Value
and Nonqualified Deferred Compensation Earnings |
|
|
All
Other Compensation
($)1 |
|
|
Total
($) |
|
Francois
Heilbronn2 |
|
|
|
15,000 |
|
|
|
-0- |
|
|
|
30,544 |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
45,544 |
|
Robert Bensoussan3 |
|
|
|
18,000 |
|
|
|
-0- |
|
|
|
30,544 |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
66,480 |
|
|
|
115,024 |
|
Patrick Choël4 |
|
|
|
15,000 |
|
|
|
-0- |
|
|
|
30,544 |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
13,246 |
|
|
|
58,790 |
|
Michel Dyens5 |
|
|
|
21,000 |
|
|
|
-0- |
|
|
|
30,544 |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
51,544 |
|
Veronique Gabai-Pinsky6 |
|
|
|
18,000 |
|
|
|
-0- |
|
|
|
30,544 |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
84,308 |
|
|
|
132,852 |
|
Gilbert Harrison7 |
|
|
|
18,000 |
|
|
|
-0- |
|
|
|
30,544 |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
120,000 |
|
|
|
168,544 |
|
[Footnotes
from table above]
1. |
Represents gain
from exercise of stock options, except for Mr. Harrison, which consists of a $120,000 payment made in 2022 to the company
controlled by Mr. Harrison in connection with the acquisition of the Donna Karan license. See “Fee for Director’s
Company” in Item 13, Certain Relationships and Related Transactions, and Director Independence, in this annual report
on Form 10-K. |
2. |
As of the end of
the last fiscal year, Mr. Heilbronn held options to purchase an aggregate of 6,500 shares of our common stock. |
3. |
As of the end of
the last fiscal year, Mr. Bensoussan held options to purchase an aggregate of 7,500 shares of our common stock. |
4. |
As of the end of
the last fiscal year, Mr. Choël held options to purchase an aggregate of 5,750 shares of our common stock. |
5. |
As of the end of
the last fiscal year, Mr. Dyens held options to purchase an aggregate of 6,500 shares of our common stock. |
6. |
As of the end of
the last fiscal year, Ms. Gabai-Pinsky held options to purchase an aggregate of 7,500 shares of our common stock. |
7. |
As of the end of
the last fiscal year, Mr. Harrison held options to purchase an aggregate of 7,500 shares of our common stock. |
All
nonemployee directors receive $6,000 for each board meeting at which they participate in person, and $3,000 for each meeting held
by conference telephone. In addition, the annual fee for each member of the audit committee is $8,000. The compensation for the
nonemployee directors remained the same for 2021 and 2022, except for Mr. Harrison. During 2021, a company owned by Mr. Harrison
received a fee equal to $300,000, in connection with the Donna Karan license agreement, which is effective on July 1, 2022. A
payment of $120,000 was made in 2021 to Mr. Harrison’s company, $120,000 was paid one year later in 2022, and $60,000 will
be paid one year thereafter in 2023.
We
maintain a stock option plan for our nonemployee or independent directors. The purpose of this plan is to assist us in attracting
and retaining key directors who are responsible for continuing the growth and success of our company. Under such plan, until 2022
options to purchase 1,500 shares are granted on each February 1st to all nonemployee directors for as long as each is a nonemployee
director on such date. However, if a nonemployee director does not attend certain of the board meetings, then such option grants
are reduced according to a schedule. However, our board of directors canceled the automatic grant of options to the nonemployee
directors effective with the grant that had been scheduled for February 1, 2022.
After
discussions Mr. Atwood had with certain financial consultants relating to potential compensation plans in lieu of stock option
grants to the Company’s independent directors, and consultation between Messrs. Madar and Atwood, it was determined that
the most favorable way for the nonemployee directors to be compensated was to amend the 2016 Stock Option Plan to reinstate the
automatic grant of stock options previously provided to nonemployee directors, commencing with a new automatic grant on the last
business day of 2022, December 30, and continuing on the last business day of each year thereafter, subject to the approval of
the shareholders of this Corporation at the 2023 annual meeting of shareholders. The automatic option grants to independent directors
were approved by the Board of Directors with the following changes: Reinstatement of the automatic grant of nonqualified stock
options to all nonemployee directors was made without any discretion on the part of the Executive Compensation and Stock Option
Committee, with the right to purchase 1,500 shares of the our common stock under our 2016 Stock Option Plan, as amended (the “2016
Stock Option Plan”), at the purchase per share on the date of grant equal to the fair market value as determined in accordance
with the 2016 Stock Option Plan, each exercisable for a six (6) year period; provided that, such options shall vest and become
exercisable to purchase shares of Common Stock as follows: 20% one year after the date of grant, and then 20% on each of the second,
third, fourth and fifth consecutive years from the date of grant on a cumulative basis, so that each option shall become fully
vested and exercisable on the first day of the sixth year from the date of grant, with the automatic grant date to commence on
the last business day of this year, December 30, 2022 and continuing on the last business day of each year thereafter, in lieu
of the grant date on each February 1st.
The
following table sets forth certain information as of the end of our last fiscal year regarding all equity compensation plans that
provide for the award of equity securities or the grant of options, warrants or rights to purchase our equity securities.
Equity
Compensation Plan Information
Plan
category |
|
Number
of
securities to
be issued
upon
exercise of
outstanding
options,
warrants and
rights
(a) |
|
|
Weighted-average
exercise price of
outstanding
options, warrants
and rights
(b) |
|
|
Number
of
securities
remaining
available for
future issuance
under equity
compensation
plans
(excluding
securities
reflected in
column (a))
(c) |
|
Equity
compensation plans approved by security holders |
|
|
441,580 |
|
|
|
$67.30 |
|
|
|
558,975 |
|
Equity compensation
plans not approved by security holders |
|
|
-0- |
|
|
|
N/A |
|
|
|
-0- |
|
Total |
|
|
441,580 |
|
|
|
$67.30 |
|
|
|
558,975 |
|
Pay Versus Performance Disclosure
In accordance with rules adopted by the
Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide
the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs
and Company performance for the fiscal years listed below. The Executive Compensation and Stock Option Committee did not consider
the pay versus performance disclosure below in making its pay decisions for any of the years shown. The “Company Selected
Measure” column has been omitted, because we do not use any financial measures other than net income to otherwise link pay and financial
performance.
Year |
Summary
Compensation Table
Total for
Jean Madar1
($)
|
Compensation
Actually Paid to Jean
Madar1,2,3
($)
|
Average Summary
Compensation
Table Total for
Non-PEO NEOs1
($) |
Average
Compensation
Actually Paid
to Non-
PEO NEOs1,2,3
($)
|
Value of Initial Fixed $100
Investment based on:4 |
Net Income
($ Millions) |
TSR
($) |
Peer Group TSR
($) |
(a) |
(b) |
(c) |
(d) |
(e) |
(f) |
(g) |
(h) |
2022 |
1,369,077 |
945,026 |
890,907 |
696,314 |
138.82 |
126.46 |
151 |
2021 |
1,230,000 |
3,199,857 |
904,237 |
2,316,873 |
149.91 |
140.75 |
110 |
2020 |
1,387,603 |
1,246,062 |
1,035,765 |
876,113 |
83.75 |
116.80 |
50 |
2020 |
2021 |
2022 |
Russell Greenberg |
Russell Greenberg |
Russell Greenberg |
Philippe Benacin |
Philippe Benacin |
Michel Atwood |
Philippe Santi |
Philippe Santi |
Philippe Benacin |
Frédéric Garcia-Pelayo |
Frédéric Garcia-Pelayo |
Philippe Santi |
|
|
Frédéric Garcia-Pelayo |
2. | The amounts shown for Compensation Actually Paid have been calculated in accordance with
Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These
amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |
3. | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for
the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion
of Option Awards column are the totals from the Option Awards columns set forth in the Summary Compensation Table. |
Year |
Summary Compensation Table Total for Jean Madar
($) |
Exclusion of Stock and Option Awards for Jean Madar
($) |
Inclusion of Equity Values for Jean Madar
($) |
Compensation Actually Paid to Jean Madar
($) |
2022 |
1,369,077 |
(139,077) |
(284,974) |
945,026 |
2021 |
1,230,000 |
— |
1,969,857 |
3,199,857 |
2020 |
1,387,603 |
(157,603) |
16,062 |
1,246,062 |
Year |
Average Summary Compensation Table Total for Non-PEO NEOs
($) |
Average Exclusion of Change
in Pension Value for Non-PEO NEOs
($) |
Average Exclusion of Option Awards for Non-PEO NEOs
($) |
Average Inclusion of Pension
Service Cost for Non-PEO NEOs
($) |
Average Inclusion of Equity Values for Non-PEO NEOs
($) |
Average Compensation Actually Paid to Non-PEO NEOs
($) |
2022 |
890,907 |
(9,604) |
(103,809) |
18,533 |
(99,713) |
696,314 |
2021 |
904,237 |
(13,300) |
0 |
28,089 |
1,397,847 |
2,316,873 |
2020 |
1,035,765 |
(13,125) |
0 |
24,753 |
25,723 |
876,113 |
The amounts in the Inclusion of Equity Values in the tables
above are derived from the amounts set forth in the following tables:
Year |
Year-End Fair Value
of Equity Awards
Granted During Year
That Remained
Unvested as of Last
Day of Year for Jean
Madar
($) |
Change in Fair Value
from Last Day of
Prior Year to Last
Day of Year of
Unvested Equity
Awards for Jean
Madar
($) |
Vesting-Date Fair
Value of Equity
Awards Granted
During Year that
Vested During Year
for Jean Madar
($) |
Change in Fair Value
from Last Day of
Prior Year to Vesting
Date of Unvested
Equity Awards that
Vested During Year
for Jean Madar
($) |
Fair Value at Last
Day of Prior Year of
Equity Awards
Forfeited During
Year for Jean Madar
($) |
Value of Dividends or
Other Earnings Paid
on Equity Awards
Not Otherwise
Included for Jean
Madar
($) |
Total - Inclusion of
Equity Values for
Jean Madar
($) |
2022 |
318,516 |
(198,256) |
— |
(405,234) |
— |
— |
(284,974) |
2021 |
— |
1,309,106 |
— |
660,751 |
— |
— |
1,969,857 |
2020 |
354,290 |
(193,047) |
— |
(145,181) |
— |
— |
16,062 |
Year |
Average Year-End
Fair Value of Equity
Awards Granted
During Year That
Remained Unvested
as of Last Day of
Year for Non-PEO
NEOs
($) |
Average Change in
Fair Value from Last
Day of Prior Year to
Last Day of Year of
Unvested Equity
Awards for Non-PEO
NEOs
($) |
Average Vesting-Date
Fair Value of Equity
Awards Granted
During Year that Vested During Year for Non-PEO NEOs
($) |
Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs
($) |
Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs
($) |
Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs
($) |
Total - Average
Inclusion of
Equity Values for Non-PEO NEOs
($) |
2022 |
354,204 |
(74,501) |
— |
(235,746) |
(143,670) |
— |
(99,713) |
2021 |
— |
944,588 |
— |
453,259 |
— |
— |
1,397,847 |
2020 |
265,718 |
(137,875) |
— |
(102,120) |
— |
— |
25,723 |
4. | The Peer Group TSR set forth in this table utilizes a custom group of industry peers, weighted
according to the respective peer companies’ stock market capitalization on December 31, 2019, which we also utilize in the stock
performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2022. The comparison
assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and the peer group,
respectively. Historical stock performance is not necessarily indicative of future stock performance. The following table shows the peer
group constituents. |
CCA Industries, Inc. |
Colgate-Palmolive Company |
Kimberly-Clark Corporation |
Natural Health Trends Corp. |
Summer Infant, Inc. |
The Estée Lauder Companies Inc. |
The Procter & Gamble Company |
The Stephan Co. |
United-Guardian, Inc. |
Description of Relationship Between PEO and Non-PEO NEO Compensation
Actually Paid and Company Total Shareholder Return (“TSR”)
The following chart sets forth the relationship between Compensation
Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR
over the three most recently completed fiscal years.
Description of Relationship Between
PEO and Non-PEO NEO Compensation Actually Paid and Net Income
The following chart sets forth the relationship between Compensation
Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the three most
recently completed fiscal years.
Description of Relationship Between Company TSR and Peer
Group TSR
The following chart compares our cumulative TSR over the three
most recently completed fiscal years to that of the Custom Peer Group over the same period.
PROPOSAL
NO. 2:
ADVISORY
RESOLUTION TO APPROVE EXECUTIVE COMPENSATION
In
accordance to the proxy rules under the Securities Exchange Act of 1934 (“Exchange Act”) and as required by the Dodd-Frank
Act, we are required to provide our shareholders with an advisory resolution to approve the compensation of our named executive
officers as disclosed in the Compensation Discussion and Analysis and the accompanying compensation tables and narrative disclosure.
This proposal, commonly known as a “say-on-pay” proposal, gives shareholders the opportunity to endorse or not endorse
our executive compensation as described in this proxy statement. The Compensation Committee has developed an executive compensation
program designed to pay for performance and to align the long-term interests of our named executive officers with the long-term
interests of our shareholders. We are asking our shareholders to indicate their support for the compensation paid to our named
executive officers by voting “FOR” the following resolution:
“RESOLVED,
that the compensation paid to Inter Parfums, Inc.’s named executive officers, as disclosed in accordance with the compensation
disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the compensation
tables and related narrative disclosure included in this proxy statement, is hereby APPROVED.”
As
provided by the Dodd-Frank Act, this vote will not be binding on the board of directors or the Compensation Committee and may
not be construed as overruling a decision by the board of directors or the Compensation Committee nor imply any additional fiduciary
duty on the board of directors. Further, it will not affect any compensation paid or awarded to any executive officer. Our board
of directors and Compensation Committee will, however, take into account the outcome of the vote when considering future executive
compensation arrangements. The purpose of our compensation policies and procedures is to attract and retain experienced, highly
qualified executives crucial to our long-term success and enhancement of shareholder value.
OUR
BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE VOTE FOR THE ADVISORY RESOLUTION TO
APPROVE EXECUTIVE COMPENSATION AS DESCRIBED IN THE COMPENSATION DISCUSSION AND ANALYSIS AND THE ACCOMPANYING COMPENSATION TABLES
AND NARRATIVE DISCLOSURE IN THIS PROXY STATEMENT.
PROPOSAL
NO. 3:
ADVISORY
VOTE ON THE FREQUENCY
OF
THE ADVISORY VOTE ON EXECUTIVE COMPENSATION
In
accordance with the proxy rules under the Exchange Act and as required by the Dodd-Frank Act, we are required, no less frequently
than once every six years, to put to our shareholders an advisory shareholder vote concerning the frequency of future advisory
votes concerning executive compensation. Our shareholders may indicate whether they would prefer an advisory vote concerning executive
compensation every one, two or three years. Shareholders may also abstain on this proposal. Accordingly, our shareholders are
being asked to approve the following resolution:
“RESOLVED,
that the shareholders’ advisory vote concerning executive compensation shall occur every one, two, or three years, as approved
by the shareholders at the annual meeting of shareholders.”
As
provided by the Dodd-Frank Act, this vote will not be binding on the Board of Directors or the Compensation Committee and may
not be construed as overruling a decision by the Board of Directors or the Compensation Committee nor imply any additional fiduciary
duty on the Board of Directors. However, the Compensation Committee and the Board of Directors recognizes the importance of receiving
input from our shareholders on important issues and expect to take into account the outcome of the vote when considering the frequency
with which future say-on-pay votes will be held. So long as a quorum representing a majority of our outstanding voting stock is
present, either in person or by proxy, the affirmative vote of a plurality of the votes cast by all the shareholders entitled
to vote for the proposal will determine our shareholders preference for the frequency of advisory votes on executive compensation
in the future.
Our
Board of Directors is recommending an advisory vote concerning executive compensation every year, because the Compensation Committee
reviews and considers executive compensation and our compensation policies and procedures on an annual basis. As a result, the
Board believes that input from shareholders concerning executive compensation annually, although not binding, would be beneficial
to the Compensation Committee as it considers these matters. The accompanying form of proxy provides four choices (every one,
two or three years, or abstain). Shareholders are voting on one of these frequencies and are not voting to approve or disapprove
our recommendation.
OUR
BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” AN ADVISORY VOTE CONCERNING EXECUTIVE COMPENSATION TO BE
HELD EACH YEAR.
PROPOSAL
NO. 4:
PROPOSAL
TO ADOPT AN AMENDENT TO
OUR
2016 STOCK OPTION PLAN
General
and Purpose of Amendment
On
June 28, 2016, our board of directors adopted the 2016 Stock Option Plan (the “2016 Option Plan”), which was approved
of our shareholders at the 2016 Annual Meeting, and was amended at the 2019 annual meeting of shareholders to provide an increase
in the number of shares issuable upon exercise of the options to be granted solely to nonemployee directors annually on each February
1 from 1,000 shares to 1,500 shares. This amendment was effective for the grant on February 1, 2020.
At
the 2022 annual meeting, we asked our shareholders to approve, and our shareholders did approve the adoption of an amendment to
our 2016 Option Plan to delete the provision of automatic grants of stock options on February 1 of each year to independent directors
retroactively to this past February 1, 2022. In addition, we eliminated the automatic grant of stock options for new independent
directors. At that time, different types of compensation have been discussed, but there was no decision as to the type or amount
of compensation to be provided to the independent directors.
After
discussions Mr. Atwood had with certain financial consultants relating to potential compensation plans in lieu of stock option
grants to the Company’s independent directors, and consultation between Messrs. Madar and Atwood, it was determined that
the most favorable way for the nonemployee directors to be compensated was to amend the 2016 Stock Option Plan to reinstate the
automatic grant of stock options previously provided to nonemployee directors, commencing with a new automatic grant on the last
business day of 2022, December 30, and continuing on the last business day of each year thereafter, subject to the approval of
the shareholders of this Corporation at the 2023 annual meeting of shareholders. The automatic option grants to independent directors
were approved by the Board of Directors with the following changes: Reinstatement of the automatic grant of nonqualified stock
options to all nonemployee directors will be made without any discretion on the part of the Executive Compensation and Stock Option
Committee, with the right to purchase 1,500 shares of the our common stock under our 2016 Stock Option Plan at the purchase per
share on the date of grant equal to the fair market value as determined in accordance with the 2016 Stock Option Plan, each exercisable
for a six (6) year period; provided that, such options shall vest and become exercisable to purchase shares of Common Stock as
follows: 20% one year after the date of grant, and then 20% on each of the second, third, fourth and fifth consecutive years from
the date of grant on a cumulative basis, so that each option shall become fully vested and exercisable on the first day of the
sixth year from the date of grant, with the automatic grant date to commence on the last business day of this year, December 30,
2022 and continuing on the last business day of each year thereafter, in lieu of the grant date on each February 1st.
The
purpose of the amendment to the 2016 Option Plan is to aid us in attracting and retaining directors, officers, key employees,
and consultants who are responsible for our continuing growth and success. Accordingly, our board of directors unanimously recommends
that shareholders approve this amendment to the 2016 Option Plan.
Summary
of the 2016 Option Plan
The
following is a summary of the 2016 Option Plan, which is qualified in its entirety by the specific language of the 2016 Option
Plan, as amended by this proposal, a copy of which is annexed hereto as Exhibit A.
Under
the 2016 Option Plan, “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended, may be granted to key employees, including officers and directors who are employees, and nonqualified stock
options and/or stock appreciation rights (“SARs”) may be granted to key employees, officers, directors and consultants,
of the company and its present and future subsidiaries to purchase shares of our common stock. At the present time, nonemployee
(or independent) directors are only eligible to receive grants of nonqualified stock options.
Shares
Subject to the 2016 Option Plan
The
maximum number of shares as to which options may be granted under the 2016 Option Plan is 1,000,000 shares of common stock, which
is subject to adjustment as described below. Upon expiration, cancellation or termination of unexercised options, the shares with
respect to which such options shall have been granted will again be available for grant under the 2016 Option Plan.
Administration
The
2016 Option Plan provides that it is administered by our board of directors, or if appointed, by a stock committee of the board
consisting of at least two (2) nonemployee members of our board of directors, none of whom is eligible to participate under the
2016 Option Plan, other than to receive automatic grants of non-qualified stock options without any discretion with the exercise
price of the shares of our common stock equal to one hundred percent (100%) of the fair market value of our common stock on the
date of grant. As stated above, we are asking our shareholders to approve the proposal to delete the provision of automatic grants
of stock options on February 1 of each year to independent directors retroactively to this past February 1, 2022. A committee
of our board of directors consisting of nonemployee, independent directors, Messrs. Francois Heilbronn, Jean Levy and Patrick
Choël, presently administers the 2016 Option Plan.
Grants
of Options
The
committee has the authority under the 2016 Option Plan to determine the terms of options and/or SARs granted under the 2016 Option
Plan, including, among other things, whether an option shall be an incentive or a nonqualified stock option, the individuals who
shall receive them, whether an SAR shall be granted separately, in tandem with or in addition to options, the number of shares
to be subject to each option and/or SAR, the date or dates each option or SAR shall become exercisable and the exercise price
or base price of each option and SAR; provided, however, that the exercise price of an incentive stock option may not be less
than 100% of the fair market value of the common stock on the date of grant and not less than 110% of the fair market value in
the case of an optionee who at the time of grant owns more than 10% of the total combined voting power of the company, or of any
subsidiary or parent of the company.
The
committee may grant performance-based options or SARs intended to constitute performance-based compensation within the meaning
of Section 162(m) of the Internal Revenue Code. Section 4(b) of the 2016 Option Plan provides that in any year, our chief executive
officer or any of the four most highly compensated executive officers may not be granted performance options or SAR’s covering
a total of more than 150,000 shares of our common stock, subject to adjustment in the event of a stock dividend, stock split or
the like.
In
addition, the 2016 Option Plan provides that our Chief Executive Officer has the right to authorize option and SAR grants to employees
and consultants who are not executive officers or directors.
Nonemployee
directors are not to be eligible to receive a stock option or SAR grant in the discretion of the committee, but rather presently
receive automatic grants on each February 1st with the exercise price of the shares of our common stock at the exercise
price equal to one hundred percent (100%) of the fair market value of our common stock on the date of grant.
Terms
and Conditions of Options
The
options and SARs to be granted under the 2016 Option Plan to eligible persons other than nonemployee directors will be subject
to, among other things, the following terms and conditions:
|
● |
Options and SARs
may be granted for terms determined by the committee, provided, however, that the term of an incentive stock option may not
exceed ten (10) years, and in the case of an optionee who at the time of grant owns more than ten percent (10%) of the combined
voting power of our company, or of any subsidiary or parent of our company, the term of an incentive option may not exceed
five (5) years. |
|
● |
Options are payable
in full upon exercise or, in the discretion of the committee, installments. Payment of the exercise price of an option may
be made, in the discretion of the committee, in cash, in shares of common stock or any combination thereof. |
|
● |
Options and SARs
may not be transferred other than by will or by the laws of descent and distribution, and may be exercised during the employee’s
lifetime only by him or her. |
|
● |
If the employment
of the holder of an incentive option is terminated for any reason other than death or a permanent and total disability, then
the incentive option may be exercised, to the extent exercisable by the holder at the time of termination of employment, within
three (3) months thereafter, but in no event after expiration of the term of the incentive option. However, if such employment
was terminated either for cause or without our consent, then such option shall terminate immediately. All nonqualified stock
options or SARs granted shall terminate simultaneously with the termination of association of the holder of such nonqualified
option or SAR for any reason other than the death or permanent and total disability of such holder. |
|
● |
Except with regard
to options held by nonemployee directors, if an option holder dies while he is associated with the company, or within three
(3) months after such termination for the holder of an incentive option (unless such termination was for cause or without
the consent of the company), then the remaining unexercised portion of the option or SAR may be exercised in whole or in part
by such person personal representative or beneficiaries, at any time within one (1) year after death, but not after the expiration
of the term of the option or SAR. All vesting requirements lapse for such deceased option holder and the option or SAR is
fully exercisable. |
|
● |
Except with regard
to options held by nonemployee directors, any option holder whose association with the company has terminated by reason of
a permanent disability may exercise his option or SAR, to the extent exercisable upon the effective date of such termination,
at any time within one (1) year after such date, but not after the expiration of the term of the option or SAR. |
|
● |
For options held
by nonemployee directors, in the case of the death or permanent disability while associated with the Company (or death within
three (3) months after termination of association), his or her legal representative or beneficiaries may exercise the option
within twelve (12) months after the date of such death or disability, but not after the expiration of the term of the option.
All vesting requirements lapse for such nonemployee directors and the option is fully exercisable. |
|
● |
The holder is required
to pay to us the amount which we determine is necessary to meet our obligation to withhold federal, state and local taxes
incurred by reason of the exercise of a nonqualified stock option or the disqualifying disposition of shares acquired upon
the exercise of an incentive stock option. |
Options
Grants To Nonemployee Directors
Nonemployee
directors are not to be eligible to receive a stock option or SAR grant at the discretion of the committee, but we are asking
our shareholders to approve automatic grants as discussed below. In lieu of such discretionary grants, each nonemployee director
will receive the following option grants.
|
● |
We are asking our
shareholders to approve an amendment to the 2016 Option Plan to grant each nonemployee director an option to purchase 1,500
shares of our common stock commencing on the last business day of each year, for so long as such person is a nonemployee director.
|
|
● |
Also, if a nonemployee
director did not attend one of the two in-person board meetings that are usually held the prior January-February and June-July,
then the option to be granted on the following last business day of each calendar year under this 2016 Option Plan would be
reduced by 50%; and if such nonemployee director did not attend both of such meetings, then such nonemployee director would
not receive any option grant on the following last business day of the year. |
|
● |
All options to be
granted under the 2016 Option Plan to nonemployee directors will be for a term of six (6) years, and vest and become exercisable
to purchase shares of our common stock as follows: 20% one year after the date of grant, and then 20% on each of the second,
third, fourth, five consecutive years from the date of grant on a cumulative basis, so that each option shall become fully
vested and exercisable on the first day of the sixth year from the date of grant. |
Option
Contracts
Each
option and/or SAR will be evidenced by a written contract between our company and the person receiving the grant. Such contract
may provide, among other things, that (a) the holder agrees to remain in our employ or association with a subsidiary, at our election,
for the later of (i) the period of time determined by the committee at or before the time of grant or (ii) the date to which he
is then contractually obligated to remain associated with our company or a subsidiary, and (c) the option holder will notify us
of any disqualifying disposition of shares acquired pursuant to the exercise of an incentive stock option and pay any required
withholding or other tax.
Adjustment
in Event of Capital Changes
Appropriate
adjustments shall be made in the number and kind of shares available under the 2016 Option Plan, in the number and kind of shares
subject to each outstanding option and SAR and in the exercise prices and base prices thereof in the event of any change in our
common stock by reason of any stock dividend, recapitalization, merger, consolidation, reorganization, split-up, combination or
exchange of shares or the like.
Duration
and Amendment of the 2016 Option Plan
Under
the 2016 Option Plan, no option may be granted pursuant to the 2016 Option Plan after June 27, 2026.
Our
board of directors may at any time terminate or amend the 2016 Option Plan; provided, however, that without the approval of our
shareholders, no amendment may be made which would (a) increase the maximum number of shares available for the grant of options
(except the anti-dilution adjustments described above), (b) otherwise materially increase the benefits accruing to participants
under the 2016 Option Plan or (c) change the eligibility requirements for eligible persons who may receive options.
Federal
Income Tax Treatment
The
following is a general summary of the federal income tax consequences under current tax law of incentive stock options, nonqualified
stock options and SARs. It does not purport to cover all of the special rules, including special rules relating to option holders
subject to Section 16(b) of the Securities Exchange Act of 1934, and the exercise of an option with previously acquired shares,
or the state or local income or other tax consequences inherent in the ownership and exercise of stock options and the ownership
and disposition of the underlying shares.
An
option holder will not recognize taxable income for federal income tax purposes upon the grant of an incentive stock option, a
nonqualified stock option or an SAR with an exercise price at the fair market value on the date of grant, or 110% of the fair
market value for certain incentive stock options.
In
the case of an incentive stock option, no taxable income is recognized upon exercise of the option. If the optionee disposes of
the shares acquired pursuant to the exercise of an incentive stock option more than two (2) years after the date of grant and
more than one (1) year after the transfer of the shares to him or her, the optionee will recognize long-term capital gain or loss
and we will not be entitled to a deduction. However, if the optionee disposes of such shares within the required holding period,
a portion of his or her gain will be treated as ordinary income and we will generally be entitled to deduct such amount.
Upon
the exercise of a nonqualified stock option, the optionee recognizes ordinary income in an amount equal to the excess, if any,
of the fair market value of the shares acquired on the date of exercise over the exercise price thereof, and we generally are
entitled to a deduction for such amount of the date of exercise so long as we properly withhold income taxes thereon. If the optionee
later sells shares acquired pursuant to the nonqualified stock option, he or she will recognize long-term or short-term capital
gain or loss.
In
the case of an SAR, the optionee recognizes ordinary income and we may deduct an amount equal to the excess, if any, of the fair
market value of the shares of common stock on the exercise date over the base price thereof.
Long
term capital gains are generally taxed at substantially lower marginal rates, as compared to ordinary income, while short term
capital gains are generally taxed at ordinary income marginal rates.
In
addition to the federal income tax consequences described above, an option holder may be subject to the alternative minimum tax,
which is payable to the extent it exceeds the option holder’s regular tax. For this purpose, upon the exercise of an incentive
stock option, the excess of the fair market value of the shares over the exercise price therefore is a tax preference item. In
addition, the option holder’s basis in such shares is increased by such amount for purposes of computing the gain or loss
on the disposition of the shares for alternative minimum tax purposes. If an option holder is required to pay an alternative minimum
tax, then the amount of such tax which is attributable to deferral preferences (including the incentive stock option preference)
is allowed as a credit against the option holder’s regular tax liability in subsequent years. To the extent the credit is
not used, it is carried forward.
Certain
Limitations on Deductibility of Executive Compensation
Section
162(m) of the Internal Revenue Code generally disallows a publicly held corporation a deduction for compensation in excess of
$1 million per year paid to the Chief Executive Officer or any of the four most highly compensated executive officers (other than
the chief executive officer). Accordingly, the deduction limitation of Section 162(m) of the Internal Revenue Code applies to
all grants under the 2016 Option Plan. However, an exception to the deduction limitation of Section 162(m) applies to certain
performance-based compensation. We believe that options and SARs granted under the 2016 Option Plan should qualify for the performance-based
compensation exception to Section 162(m) of the Internal Revenue Code.
All
Option Plan Grants, Benefits and Additional Information
The
following table sets forth certain information as of the end of our last fiscal year regarding all equity compensation plans that
provide for the award of equity securities or the grant of options, warrants or rights to purchase our equity securities.
As
of the end of our last fiscal year, options to purchase 558,975 shares of common stock are available for future grants under all
of our 2016 Option Plan.
Outstanding
Option Grants to Directors
Our
board of directors authorized a new automatic grant of non-qualified stock options to purchase 1,500 shares with an exercise price
of $97.84 for six (6) years to each of our six (6) independent directors commencing on the last business day of December 30, 2022
to coincide with the historic grant date to officers and employees, and continuing on the last business day of each year thereafter,
subject to the approval of our shareholders at this 2023 annual meeting. The options are exercisable 20% per year each year on
a cumulative basis after one (1) year for a five (5) year period, so the option is fully exercisable on the first day of the sixth
year. If this Amendment to the 2016 Option Plan is not approved by our shareholders, then the stock options granted to our independent
directors will automatically become void and of no effect.
Vote
Required and Board of Directors’ Recommendation
The
approval of this proposal will require the affirmative vote of a majority of the total number of votes of outstanding shares of
our common stock present in person or represented by proxy at this annual meeting and entitled to vote. In determining whether
approval of this proposal has received the requisite number of affirmative votes, uninstructed shares are not entitled to vote
on this matter and therefore broker non-votes do not affect the outcome. Abstentions have the effect of negative votes. Affiliates
of our company informed us that they will vote FOR approval of this proposal.
OUR
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR APPROVAL OF THIS PROPOSAL.
Principal
Accountant Fees and Services
Fees
The
following sets forth the fees billed to us by Mazars USA LLP, as well as discusses the services provided for the past two fiscal
years, fiscal years ended December 31, 2022 and December 31, 2021.
Audit
Fees
Fees
billed by Mazars USA LLP and its affiliate, Mazars S.A. for audit services and review of the financial statements contained in
our Quarterly Reports on Form 10-Q were $1.4 million and $1.2 and million for 2022 and 2021, respectively.
Audit-Related
Fees
Mazars
USA LLP did not bill us for any audit-related services during 2022 and 2021.
Tax
Fees
Mazars
USA did not bill us in 2022 for any tax services. Tax services billed to us during 2021 was $49,300.
All
Other Fees
Mazars
S.A. billed us $6,000 and $3,000 for other services during 2022 and 2021, respectively.
Audit
Committee Pre-Approval Policies and Procedures
The
Audit Committee has the sole authority for the appointment, compensation and oversight of the work of our independent auditor,
who prepares or issues an audit report for us.
During
the first quarter of 2022, the audit committee authorized the following non-audit services to be performed by Mazars USA LLP.
|
● |
We authorized the
engagement of Mazars USA LLP if deemed necessary to provide tax consultation in the ordinary course of business for fiscal
year ended December 31, 2022. |
|
● |
We authorized the
engagement of Mazars USA LLP if deemed necessary to provide tax consultation as may be required on a project by project basis
that would not be considered in the ordinary course of business, up to a $10,000 fee limit per project (or €10,000 in
the case of Interparfums, SA), subject to an aggregate fee limit of $50,000 for fiscal year ended December 31, 2022. If we
require further tax services from Mazars USA LLP, then the approval of the audit committee must be obtained. |
|
● |
We authorized the
engagement of Mazars USA LLP if deemed necessary to provide attestation or other services as may be required on a project
by project basis that would not be considered in the ordinary course of business, up to a $10,000 fee limit per project (or
€10,000 in the case of Interparfums, SA), subject to an aggregate fee limit of $50,000 for fiscal year ended December
31, 2022. If we require further tax services from Mazars USA LLP, then the approval of the audit committee must be obtained. |
|
● |
If we require other
services by Mazars USA LLP on an expedited basis such that obtaining pre-approval of the audit committee is not practicable,
then the Chairman of the Committee has authority to grant the required pre-approvals for all such services. |
|
● |
We imposed a cap
of $100,000 on the fees that Mazars USA LLP can charge for services on an expedited basis that are approved by the Chairman
without obtaining full audit committee approval. |
|
● |
None of the non-audit
services of either of the Company’s auditors had the pre-approval requirement waived in accordance with Rule 2-01(c)(7)(i)(C)
of Regulation S-X. |
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|
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PROPOSAL
NO. 5:
RATIFICATION
OF SELECTION OF
MAZARS
USA LLP AS INDEPENDENT AUDITOR
The
Audit Committee of the Board of Directors has selected the firm of Mazars USA LLP, independent auditor, to audit the accounts
for our company for fiscal year ending December 31, 2023. The firm of Mazars USA LLP has audited our company’s financial
statements since 2004. Our company is advised that neither that firm nor any of its partners has any material director or indirect
relationship with our company. The Audit Committee of our Board of Directors considers Mazars USA LLP to be well qualified for
the function of serving as our company’s auditors. The Delaware General Corporation Law does not require the approval of the selection
of auditors by a company’s stockholders, but in view of the importance of the financial statement to stockholders, the Board of
Directors deems it desirable that they pass upon its selection of auditors. In the event the stockholders disapprove of the selection,
the Audit Committee of the Board of Directors will consider the selection of other auditors. The Board of Directors recommends
that you vote in favor of the above proposal in view of the familiarity of Mazars USA LLP with the Company’s financial and other
affairs due to its previous service as auditors for the Company. A representative of Mazars USA LLP is not expected to be present
at the Annual Meeting.
Unless
otherwise directed by the stockholder giving the proxy, the proxy will be voted for the ratification of the selection by the Board
of Directors of Mazars USA LLP as the Company’s independent auditor for Fiscal 2023.
THE
BOARD RECOMMENDS VOTING “FOR” PROPOSAL 5.
Certain
Relationships and Related Transactions, and Director Independence
Transactions
with European Subsidiaries
We
also provide (or had provided on our behalf) certain financial, accounting and legal services for Interparfums, SA, and during
2022, 2021 and 2020 fees for such services were $491,300, $443,625 and $450,750, respectively.
In
September 2021, Interparfums Luxury Brands, Inc., an indirect majority-owned subsidiary of the Company, loaned the Company $24
million, which is repayable in 12 equal monthly payments with interest at 2% per annum commencing on January 31, 2022.
In
December 2021, Interparfums, USA LLC, a United States subsidiary, renewed a license agreement for five years that was initially
signed in 2012 on the same terms with Interparfums Suisse (SARL), a Swiss subsidiary of Interparfums, SA, for the right to sell
amenities under the Lanvin brand name to luxury hotels, cruise lines and airlines in return for royalty payments as are customary
in our industry.
In
September 2022, Interparfums Luxury Brands, Inc. loaned the Company $10 million, which is repayable in one lump sum on June 30,
2023 with interest at 3.5% per annum. In addition, the $2 million payment due on September 30, 2022 by the Company against the
loan made in September 2021 was postponed to January 31, 2023 together with interest at 2% per annum.
Fee
for Director’s Company
In
connection with the acquisition of the Donna Karan license, which became effective on July 1, 2022 as discussed above, we agreed
to pay to a company controlled by Mr. Gilbert Harrison, a director, the sum of $300,000, payable over time, with $120,000 paid
in 2021, $120,000 paid one year later in 2022 and $60,000 due two years later in 2023.
Employment
and Consulting Agreements
As
part of our acquisition in 1991 of the controlling interest in Interparfums, SA, now a subsidiary, we entered into an employment
agreement with Philippe Benacin. The agreement provides that Mr. Benacin will be employed as Vice Chairman of the Board and President
and Chief Executive Officer of Inter Parfums Holdings and its subsidiary, Interparfums, SA. The initial term expired on September
2, 1992, and has subsequently been automatically renewed for additional annual periods. The agreement provides for automatic annual
renewal terms, unless either party terminates the agreement upon 120 days’ notice. For 2020, Mr. Benacin received an annual
salary of approximately $539,000, and automobile expenses of approximately $12,500 which are subject to increase in the discretion
of the board of directors. The agreement also provides for indemnification and a covenant not to compete for one year after termination
of employment.
In
2014, we entered into a consulting agreement with Mr. Benacin’s holding company, Philippe Benacin Holding SAS, which provides
for review on an annual basis of the amount of compensation payable to such company. The agreement also provides for indemnification
for Mr. Benacin and his holding company and a covenant not to compete for one year after termination of the agreement. The agreement
was for one year, with automatic one year renewals unless either party terminates on 120 days’ notice or Mr. Benacin ceases
to be the President of our company. For 2015 through 2020 Mr. Benacin’s personal holding company received $250,000 each
year for services rendered outside of the United States by Mr. Benacin in his capacity as President. In addition, in December
2018 and December 2019, we granted options to purchase 25,000 shares for the benefit of Mr. Benacin, and were granted to his personal
holding company instead of Mr. Benacin directly.
In
2013, we enter into a consulting agreement with Mr. Madar’s holding company, Jean Madar Holding SAS, which provides for
review on an annual basis of the amount of compensation payable to such company. The agreement also provides for indemnification
for Mr. Madar and his holding company and a covenant not to compete for one year after termination of the agreement. The agreement
was for one year, with automatic one year renewals unless either party terminates on 120 days’ notice or Mr. Madar ceases
to be the Chief Executive Officer of our company. From 2013 through 2017, Mr. Madar’s personal holding company received
$250,000 each year for services rendered outside of the United States by Mr. Madar in his capacity as Chief Executive Officer.
For 2018, as the result of Mr. Madar spending more time outside of the United States, we changed the allocation of cash compensation
paid to Mr. Madar personally and to his holding company, but not the aggregate amount. The amount of salary paid to Mr. Madar
in 2018 was reduced from $380,000 to $160,000, while payments to his holding company were increased by the like amount from $250,000
to $470,000. Therefore, for 2018 total cash compensation for Mr. Madar paid to him and his personal holding company remained unchanged
at $630,000. This consulting agreement was renewed at $470,000 for 2019. As discussed above, in view of receiving substantially
less than the annual and median average CEO salaries for peer companies and companies with comparable market capitalization, in
early February 2020, Mr. Madar’s base salary was increased by $600,000 to $1.23 million effective as of January 1, 2020,
and allocated so that the annual base salary for Jean Madar individually was $285,000, and the fees to Jean Madar Holding SAS
were $945,000, effective as of January 1, 2020. In addition, in December 2018 and December 2019, we granted options to purchase
25,000 shares for the benefit of Mr. Madar, which were granted to his personal holding company instead of Mr. Madar directly.
As previously reported, for 2023 the service fee paid to Jean Madar Holding SAS was increased to $2 million per year.
Procedures
for Approval of Related Person Transactions
Transactions
between related persons, such as between an executive officer or director and our company, or any company or person controlled
by such officer or director, are required to be approved by our Audit Committee of our board of directors. Our Audit Committee
Charter contains such explicit authority, as required by the applicable rules of The Nasdaq Stock Market.
The
following are our directors who are independent directors within the applicable rules of The Nasdaq Stock Market:
Francois
Heilbronn
Robert
Bensoussan
Patrick
Choël
Michel
Dyens
Veronique
Gabai-Pinsky
Gilbert
Harrison
We
follow and comply with the independent director definitions as provided by The Nasdaq Stock Market rules in determining the independence
of our directors, which are posted on our company’s website. In addition, such rules are also available on The Nasdaq Stock
Market’s website. In addition, The Nasdaq Stock Market maintains more stringent rules relating to director independence
for the members of our Audit Committee, and the members of our Audit Committee, Messrs. Heilbronn and Choël, as well as Ms.
Gabai-Pinsky, are independent within the meaning of those rules.
Board
Leadership Structure and Risk Management
For
more than the past ten (10) years, Jean Madar has held the positions of Chairman of the Board of Directors and Chief Executive
Officer of our company. Almost since inception, Mr. Madar has been allocated the responsibility of overseeing our United States
operations and the operation of Inter Parfums, Inc., as a public company. Philippe Benacin, as Chief Executive Officer of Interparfums,
SA, has been allocated the responsibility of overseeing our European operations and its operation as a public company in France.
In addition, Mr. Benacin is also the Vice Chairman of the Board of Directors of our company. Our board of directors is comfortable
with this approach, as the two largest beneficial stockholders of our company are also directly responsible for the operations
of our company’s two operating segments. Accordingly, our board of directors does not have a “Lead Director,”
a non-management director who controls the meetings of our board of directors.
Our
board of directors manages risk by (i) review of periodic operating reports and discussions with management; (ii) approval of
executive compensation incentive plans through its committee, the Executive Compensation and Stock Option Committee; (iii) approval
of related party transactions through its committee, the Audit Committee; and (iv) approval of material transactions not in the
ordinary course of business. Since our inception, we have never been the subject of any material product liability claims, and
we have had no recent material property damage claims.
Further,
we periodically enter into foreign currency forward exchange contracts to hedge exposure related to receivables denominated in
a foreign currency and to manage risks related to future sales expected to be denominated in a foreign currency. We enter into
these exchange contracts for periods consistent with our identified exposures. The purpose of the hedging activities is to minimize
the effect of foreign exchange rate movements on the receivables and cash flows of Interparfums, SA, our French subsidiary, whose
functional currency is the Euro. All foreign currency contracts are denominated in currencies of major industrial countries and
are with large financial institutions, which are rated as strong investment grade.
In
addition, we mitigate interest rate risk by continually monitoring interest rates, and then determining whether fixed interest
rates should be swapped for floating rate debt, or if floating rate debt should be swapped for fixed rate debt.
SHAREHOLDERS’
PROPOSALS
Proposals
of shareholders intended to be presented at the 2024 annual meeting of shareholders must be received in writing by the Secretary
of our company at our principal offices in New York City, by April 2, 2024, in order to be considered for inclusion in our proxy
statement relating to that meeting.
If
a shareholder intends to make a proposal at the 2024 annual meeting, such shareholder must have given timely notice thereof in
proper written form to the Secretary of our company, in compliance with Section 8 of Article II of our By-Laws. To be timely,
a shareholder’s notice to the Secretary must be delivered to or mailed and received at our principal executive office in
New York, not less than sixty (60) days nor more than ninety (90) days prior to the anniversary date of the immediately preceding
annual meeting of shareholders i.e., between July 18, 2024, and June 1, 2024; however, that in the event that the
annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the shareholder
in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which
such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made,
whichever first occurs.
To
be in proper written form, a shareholder’s notice to the Secretary must set forth as to each matter such shareholder proposes
to bring before the annual meeting (a) a brief description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (b) the name and record address of such shareholder, (c) the class
or series and number of shares of our capital stock which are owned-beneficially or of record by such shareholder, (d) a description
of all arrangements or understandings between such shareholder and any other person or persons (including their names) in connection
with the proposal of such business by such shareholder and any material interest of such shareholder in such business and (e)
a representation that such shareholder intends to appear in person or by proxy at the annual meeting to bring such business before
the meeting.
|
By Order of our Board of
Directors |
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|
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Amanda Seelinger, Secretary |
|
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Exhibit
A
2016
STOCK OPTION PLAN (AS AMENDED)1
OF
INTER
PARFUMS, INC.
1.
Purposes of The Plan. This stock option plan (the “Plan”) is designed to provide an incentive to key employees,
officers, directors and consultants of Inter Parfums, Inc., a Delaware corporation (the “Company”), and its present
and future subsidiary corporations, as defined in Paragraph 17 (“Subsidiaries”), and to offer an additional inducement
in obtaining the services of such individuals. The Plan provides for the grant of “incentive stock options,” within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), nonqualified stock options
and stock appreciation rights (“SARs”).
2.
Shares Subject To The Plan. The aggregate number of shares of Common Stock, $.001 par value per share, of the Company (“Common
Stock”) for which options or SARs may be granted under the Plan shall not exceed 1,000,000, and the Company hereby reserves
50,000 shares of Common Stock to be available solely for issuance to Nonemployee Directors, as hereinafter defined, upon options
to be granted under 2016 Option Plan. Such shares may, at the discretion of the Board of Directors, consist either in whole or
in part of authorized but unissued shares of Common Stock or shares of Common Stock held in the treasury of the Company. The Company
shall at all times during the term of the Plan reserve and keep available such number of shares of Common Stock as will be sufficient
to satisfy the requirements of the Plan. Subject to the provisions of Paragraph 14, any shares subject to an option or SAR which
for any reason expire, are canceled or are terminated unexercised (other than those which expire, are canceled or terminated pursuant
to the exercise of a tandem SAR or option) shall again become available for the granting of options or SARs under the Plan. The
number of shares of Common Stock underlying that portion of an option or SAR which is exercised (regardless of the number of shares
actually issued) shall not again become available for grant under the Plan.
3.
Administration Of The Plan.
(a)
The Plan shall be administered by the Board of Directors, or if appointed, by a committee consisting of not less than two (2)
members of the Board of Directors, each of whom shall be a “Nonemployee Director” within the meaning of Rule 16b-3
promulgated by the Securities and Exchange Commission. (The group administering the plan is referred to as the “Committee”).
The failure of any of the Committee members to qualify as a Nonemployee Director shall not otherwise affect the validity of the
grant of any option or SAR, or the issuance of shares of Common Stock otherwise validly issued upon exercise of any such option.
A majority of the members of the Committee shall constitute a quorum, and the acts of a majority of the members present at any
meeting at which a quorum is present, and any acts approved in writing by all members without a meeting, shall be the acts of
the Committee.
(b)
Subject to the express provisions of the Plan, the Committee shall have the authority, in its sole discretion, to determine the
individuals who shall receive options and SARS; the times when they shall receive them; whether an option shall be an incentive
or a nonqualified stock option; whether an SAR shall be granted separately, in tandem with or in addition to an option; the number
of shares to be subject to each option and SAR; the term of each option and SAR; the date each option and SAR shall become exercisable;
whether an option or SAR shall be exercisable in whole, in part or in installments, and if in installments, the number of shares
to be subject to each installment; whether the installments shall be cumulative, the date each installment shall become exercisable
and the term of each installment; whether to accelerate the date of exercise of any installment; whether shares may be issued
on exercise of an option as partly paid, and, if so, the dates when future installments of the exercise price shall become due
and the amounts of such installments; the exercise price of each option and the base price of each SAR; the form of payment of
the exercise price; the form of payment by the Company upon the optionee’s exercise of an SAR; whether to require that the
optionee remain in the employ of, or in association with, the Company or its Subsidiaries for a period of time from and after
the date the option or SAR is granted to him; the amount necessary to satisfy the Company’s obligation to withhold taxes;
whether to restrict the sale or other disposition of the shares of Common Stock acquired upon the exercise of an option or SAR
and to waive any such restriction; to subject the exercise of all or any portion of an option or SAR to the fulfillment of contingencies
as specified in the Contract (as described in Paragraph 12), including without limitations, contingencies relating to financial
objectives (such as, but not limited to, earnings per share, cash flow return, return on investment or growth in sales) for a
specified period for the Company, a division, a product line or other category, and/or the period of continued employment of the
optionee with the Company or its Subsidiaries, and to determine whether such contingencies have been met; to construe the respective
Contracts and the Plan; with the consent of the optionee, to cancel or modify an option or SAR, provided such option or SAR as
modified would be permitted to be granted on such date under the terms of the Plan; and to make all other determinations necessary
or advisable for administering the Plan. The determinations of the Committee on the matters referred to in this Paragraph 3 shall
be conclusive.
1
As amended September 14, 2023, with deleted text in strikethrough font and new text underlined.
(c)
Subject to the express provisions of the Plan and solely with respect to employees or consultants of the Company who are not executive
officers or directors of the Company, the Committee hereby delegates to the Chief Executive Officer, and to act in place and on
behalf of the Committee, the authority to grant nonqualified options and SARs to such employees or consultants; to determine the
term of such nonqualified options and SARs; to determine whether an option or SAR shall be exercisable in whole, in part or in
installments; to determine whether to require that the optionee remain in the employ of, or association with, the Company or its
Subsidiaries for a period of time from and after the date the option or SAR is granted to such person; and to subject the exercise
of all or any portion of an option or SAR to the fulfillment of contingencies as specified in the Contract. Any such action by
the Chief Executive Officer shall be promptly reduced to writing and provided to the Committee.
(d)
With regard to option grants to Nonemployee Directors, the Plan shall be self-executing. However, subject to the
express provisions of the Plan, with regard to Nonemployee Directors, the Committee shall have the power to interpret the
Plan; correct any defect, supply any omission or reconcile any inconsistency in the Plan; prescribe, amend and rescind rules and
regulations relating to the Plan; and make all other determinations necessary or advisable for the administration of the Plan.
4.
Eligibility.
(a)
The Committee may, consistent with the purposes of the Plan, grant incentive stock options to key employees (including officers
and directors who are employees) and nonqualified stock options and SARs to key employees, officers, directors and consultants
of the Company or any of its Subsidiaries from time to time, but not to Nonemployee Directors, who are to receive automatic grants
of nonqualified stock options without discretion of the Committee, as hereinafter set forth, within eleven (11) years from the
date of adoption of the Plan by the Board of Directors, covering such number of shares of Common Stock as the Committee may determine;
provided that, the aggregate market value (determined at the time the stock option is granted) of the shares for which
any eligible person may be granted incentive stock options under the Plan or any plan of the Company, or of a Parent or a Subsidiary
of the Company which are exercisable for the first time by such optionee during any calendar year shall not exceed $100,000. Any
option (or portion thereof) granted in excess of such amount shall be treated as a nonqualified stock option.
(b)
Notwithstanding any other provision of the Plan, if the Committee determines that at the time a person is granted an option or
SAR, such person is then, or is likely to become, a Covered Person (as hereinafter defined), then the Committee may provide that
this Section 4(b) is applicable to such grant.
(i)
Notwithstanding any provision of this Plan, no person eligible to receive a grant of an option or SAR under this Plan shall be
granted options to purchase or an SAR in excess of 150,000 shares of common stock in any one fiscal year. Such 150,000 maximum
number shall be appropriately adjusted for stock splits, stock dividends and the like.
(ii)
Notwithstanding any provision of this Plan, the exercise price for all options and the base price for all SARs to be granted under
the Plan, shall not be less than the Fair Market Value (as hereinafter defined) at the time of grant.
(iii)
The term “Covered Person” shall mean a “covered employee” within the meaning of Code Section 162(m)(3)
or any successor provision thereto.
(c)
Nonemployee Directors shall not be eligible to receive a stock option or SAR grant in the discretion of the Committee.
In lieu of such discretionary grants, each Nonemployee Director shall receive the following option grants:
(i)
Each Nonemployee Director was granted an option to purchase 1,500 shares of Common Stock effective as of the last business day
of 2022, and each Nonemployee Director shall be granted an option to purchase 1,500 shares of Common Stock commencing on the last
business day of each succeeding December throughout the term of this Plan for so long as such person is a Nonemployee Director.
(ii)
Notwithstanding the foregoing, if a Nonemployee Director did not attend one of the two in-person board meetings that are usually
held during January-February and June-July of such calendar year, then the option to be granted on the last business day of the
same calendar year under this Plan would be reduced by 50%; and if such Nonemployee Director did not attend both of such meetings,
then such Nonemployee Director would not receive any option grant on the last business day of the same calendar year.
(iii)
If a sufficient number of shares of Common Stock reserved for issuance upon proper exercise of options to be granted to Nonemployee
Directors on the last business day of December grant date does not exist, then the aggregate remaining number of shares shall
be prorated equally among options to be granted to all Nonemployee Directors at such grant date, and options shall be granted
to purchase such reduced number of shares.
(iv)
All options that may be granted from time to time under the Plan to Nonemployee Directors shall vest and become exercisable to
purchase shares of Common Stock as follows: 20% one year after the date of grant, and then 20% on each of the second, third, fourth,
and fifth consecutive years from the date of grant on a cumulative basis, so that each option shall become fully vested and exercisable
on the first day of the sixth year from the date of grant.
5.
Exercise Price And Base Price.
(a)
The exercise price of the shares of Common Stock under each option and the base price for each SAR shall be determined by the
Committee; provided that, in the case of
(i)
Nonemployee Directors, all options granted under this Plan shall have an exercise price equal to one hundred percent (100%)
of the fair market value of the Common Stock as hereinafter determined (“Fair Market Value”) on the date of grant,
and
(ii)
an incentive stock option, the exercise price shall not be less than 100% of the Fair Market Value on the date of grant, and
further provided, that if, at the time an incentive stock option is granted, the optionee owns (or is deemed to own) stock possessing
more than ten percent (10%) of the total combined voting power of all classes of stock of the Company, of any of its Subsidiaries
or of a Parent, then the exercise price shall not be less than 110% of the Fair Market Value subject to the option at the time
of the granting of such option.
(b)
The Fair Market Value on the date of grant shall be: (i) If the principal market for the Common stock is a national securities
exchange, then the closing price of the Common Stock on the last trading day immediately preceding the date of grant as reported
by such exchange; or (ii) if the principal market for the Common Stock is not a national securities exchange, then the Fair Market
Value shall be determined by the Committee by any method consistent with United States generally accepted accounting principles.
The determination of the Committee shall be conclusive in determining Fair Market Value.
6.
Term.
(a)
Except as otherwise provided in this Plan, the term of each option and SAR granted pursuant to the Plan shall be as established
by the Committee, in its sole discretion. The term of each incentive stock option granted pursuant to the Plan shall be for a
period not exceeding eleven (11) years from the date of grant thereof; provided that, if, at the time an incentive stock
option is granted, the optionee owns (or is deemed to own) stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company, of any of its Subsidiaries or of a Parent, then the term of the incentive
stock option shall be for a period not exceeding five (5) years.
(b)
For options granted to Nonemployee Directors, the term of each option shall be six (6) years.
(c)
Options shall be subject to earlier termination as hereinafter provided.
7.
Exercise.
(a)
An option or SAR (or any part or installment thereof) shall be exercised by giving written notice to the Company at its principal
office (at present 551 Fifth Avenue, New York, NY 10176) stating whether an incentive or nonqualified stock option or SAR is being
exercised, specifying the number of shares as to which such option or SAR is being exercised, and in the case of an option, accompanied
by payment in full of the aggregate exercise price therefor (or the amount due on exercise if the Contract permits installment
payments) in the discretion of the Committee (i) in cash, by certified check or by wire transfer of funds through the Federal
Reserve System, (ii) with previously acquired shares of Common Stock having an aggregate fair market value, on the date of exercise,
equal to the aggregate exercise price of all options being exercised, or (iii) any combination thereof. In addition, upon the
exercise of a nonqualified stock option or SAR, the Company may withhold cash and/or shares of Common Stock to be issued with
respect thereto having an aggregate fair market value equal to the amount which it determined is necessary to satisfy its obligation
to withhold Federal, state and local income taxes or other taxes incurred by reason of such exercise. Alternatively, the Company
may require the holder to pay to the Company such amount, in cash, promptly upon demand. The Company shall not be required to
issue any shares pursuant to any such option or SAR until all required payments have been made. Fair market value of the shares
shall be determined in accordance with Paragraph 5(b).
(b)
A person entitled to receive Common Stock upon the exercise of an option or SAR shall not have the rights of a shareholder with
respect to such shares until the date of issuance of such shares; provided that, until such shares are issued, any option
holder using previously acquired shares in payment of an option exercise price shall have the rights of a shareholder with respect
to such previously acquired shares.
(c)
In no case may a fraction of a share be purchased or issued under the Plan. Any option granted in tandem with an SAR shall no
longer be exercisable to the extent the SAR is exercised, and the exercise of the related option shall cancel the SAR to the extent
of such exercise.
8.
Stock Appreciation Rights.
(a)
An SAR may be granted separately, in tandem with or in addition to any option, and may be granted before, simultaneously with
or after the grant of an option hereunder. In addition, the holder of an option may, in lieu of making the payment required at
the time of exercise under Paragraph 7, include in the written notice referred to therein an “election” to exercise
the option as an SAR. In such case, the Committee shall have fifteen (15) days from the receipt of notice of the election to decide,
in its sole discretion, whether or not to accept the election and notify the option holder of its decision. If the Committee consents,
then such exercise shall be treated as the exercise of an SAR with a base price equal to the exercise price.
(b)
Upon the exercise of an SAR, the holder shall be entitled to receive an amount equal to the excess of the Fair Market Value on
the date of exercise over the base price of the SAR. Such amount shall be paid, in the discretion of the Committee, in cash, Common
Stock having a Fair Market Value on the date of payment equal to such amount, or a combination thereof. For purposes of this Paragraph
8, Fair Market Value shall be determined in accordance with Paragraph 5(b).
9.
Termination of Association with the Company (Other Than Death or Permanent Disability).
(a)
Any holder of an incentive option whose association with the Company (and its Subsidiaries) has terminated for any reason other
than his death or permanent and total disability as defined in Section 22(e)(3) of the Code (“Permanent Disability”)
may exercise such option, to the extent exercisable on the date of such termination, at any time within three (3) months after
the date of termination, but in no event after the expiration of the term of the option; provided that, if such association
shall be terminated either (i) for cause, or (ii) without the consent of the Company, then said option shall terminate immediately.
(b)
Except with regard to stock options granted to Nonemployee Directors, any and all nonqualified stock options or SARs granted under
the Plan shall terminate simultaneously with the termination of association of the holder of such nonqualified option or SAR with
the Company (and its Subsidiaries) for any reason other than the death or Permanent Disability of such holder.
(c)
Options and SARs granted under the Plan shall not be affected by any change in the status of an optionee so long as he continues
to be associated with the Company or any of the Subsidiaries.
(d)
Nothing in the Plan or in any option or SAR granted under the Plan shall confer on any individual any right to continue to be
associated with the Company or any of its Subsidiaries, or interfere in any way with the right of the Company or any of its Subsidiaries
to terminate the holder’s association at any time for any reason whatsoever without liability to the Company or any of its
Subsidiaries.
(e)
If a Nonemployee Director to whom an option has been granted under the Plan shall cease to serve on the Board, otherwise than
by reason of death or Permanent Disability, then such option may be exercised (to the extent that the Nonemployee Director was
entitled to do so at the time of cessation of service) at any time within three (3) months after such cessation of service but
not thereafter, and in no event after the date on which, except for such cessation of service, the option would otherwise expire.
10.
Death or Permanent Disability of An Optionee.
(a)
Except with regard to options held by Nonemployee Directors, if an optionee dies while he or she is associated with the
Company or any of its Subsidiaries, or within three (3) months after such termination for the holder of an incentive option (unless
such termination was for cause or without the consent of the Company), then the remaining unexercised portion of the option or
SAR may be exercised in whole or in part (notwithstanding that the option or SAR had not yet become exercisable with respect to
all or part of such shares at the date of death, i.e., all vesting requirements shall lapse) by such person’s executor,
administrator or other person at the time entitled by law to the decedent’s rights under the option or SAR, at any time
within one (1) year after death, but in no event after the expiration of the term of the option or SAR.
(b)
If a Nonemployee Director to whom an option has been granted under the Plan shall die while he or she is serving on the
Board, or within three (3) months after cessation of service on the Board, then the remaining unexercised portion of the option
may be exercised in whole or in part (notwithstanding that the option had not yet become exercisable with respect to all or part
of such shares at the date of such death, i.e., all vesting requirements shall lapse) by such person’s executor,
administrator or other person at the time entitled by law to the decedent’s rights, at any time within one (1) year after
his death, but in no event after the date on which, except for such death, the option would otherwise expire.
(c)
Except with regard to options held by Nonemployee Directors, any holder whose association with the Company or its Subsidiaries
has terminated by reason of a Permanent Disability may exercise his option or SAR, to the extent exercisable upon the effective
date of such termination, at any time within one (1) year after such date, but in no event after the expiration of the term of
the option or SAR.
(d)
If a Nonemployee Director to whom an option has been granted under the Plan shall cease to serve on the Board by reason of a Permanent
Disability, then the remaining unexercised portion of the option may be exercised in whole or in part by the Nonemployee Director
(notwithstanding that the option had not yet become exercisable with respect to all or part of such shares at the date of such
Permanent Disability i.e., all vesting requirements shall lapse) at any time within one (1) year after such Permanent Disability,
but not thereafter, and in no event after the date on which, except for such Permanent Disability, the option would otherwise
expire.
11.
Compliance With Securities Laws. The Committee may require, in its discretion, as a condition to the exercise of an option
or SAR that either (a) a registration statement under the Securities Act of 1933, as amended (the “Securities Act”),
with respect to such shares shall be effective at the time of exercise or (b) there is an exemption from registration under the
Securities Act for the issuance of shares of Common Stock upon such exercise. Nothing herein shall be construed as requiring the
Company to register shares subject to any option or SAR under the Securities Act. In addition, if at any time the Committee shall
determine in its discretion that the listing or qualification of the shares subject to such option or SAR on any securities exchange
or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition
of, or in connection with, the granting of an option or SAR, or the issue of shares thereunder, then such option or SAR may not
be exercised in whole or in part unless such listing, qualification, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Committee.
12.
Stock Option and SAR Contracts. Each option and SAR shall be evidenced by an appropriate Contract which shall be duly executed
by the Company and the optionee, and shall contain such terms and conditions not inconsistent herewith as may be determined by
the Committee, and which shall provide, among other things, (i) that the optionee agrees that he or she will remain in
the employ of or association with the Company or its Subsidiaries, at the election of the Company, for the later of (A) the period
of time determined by the Committee at or before the time of grant or (B) the date to which such optionee is then contractually
obligated to remain associated with the Company or its Subsidiaries, (ii) that in the event of the exercise of an option or an
SAR which is paid with Common stock, unless the shares of Common Stock received upon such exercise shall have been registered
under an effective registration statement under the Securities Act, such shares will be acquired for investment and not with a
view to distribution thereof, and that such shares may not be sold except in compliance with the applicable provisions of the
Securities Act, and (iii) that in the event of any disposition of the shares of Common Stock acquired upon the exercise of an
incentive stock option within two (2) years from the date of grant of the option or one (1) year from the date of transfer of
such shares to him or her, the optionee will notify the Company thereof in writing within 30 days after such disposition,
pay the Company, on demand, in cash an amount necessary to satisfy its obligation, if any, to withhold any Federal, state and
local income taxes or other taxes by reason of such disqualifying disposition and provide the Company, on demand, with such information
as the Company shall reasonably request to determine such obligation.
13.
Adjustment of and Changes in Common Stock.
(a)
If the outstanding shares of the Common Stock are increased, decreased, changed into, or exchanged for a different number or kind
of shares or securities of the Corporation through reorganization, recapitalization, reclassification, stock dividend, stock split,
reverse stock split or the like, then an appropriate and proportionate adjustment shall be made in the (i) aggregate number and
kind of securities available under the Plan, and (ii) number and kind of securities issuable upon the exercise of all outstanding
options and SARs granted under the Plan, without change in the total price applicable to the unexercised portion of such options
or SARs, but with a corresponding adjustment in the exercise price or base price for each unit of any security covered by such
options or SARs.
(b)
Upon the dissolution or liquidation of the Corporation, or upon a reorganization, merger or consolidation of the Corporation with
one or more corporations as a result of which the Corporation is not the surviving corporation, or upon the sale of substantially
all of the assets of the Corporation, the Committee shall provide in writing in connection with such transaction for one or more
of the following alternatives, separately or in combination: (i) the assumption by the successor entity of the options theretofore
granted or the substitution by such entity for such options of new options or SARs covering the stock of the successor entity,
or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices; or (ii) the continuance
of such option agreements by such successor entity in which such options shall remain in full force and effect under the terms
so provided.
(c)
Any adjustments under this Section 13 shall be made by the Committee, whose good faith determination as to what adjustments shall
be made, and the extent thereof, shall be final, binding and conclusive.
14.
Amendments and Termination of The Plan. The Plan was adopted by the Board of Directors on June 28, 2016, amended at the 2019
annual meeting of shareholders, and further amended at the 2022 annual meeting of shareholders. In December 2022, the Board
of Directors further amended the Plan, which was approved at the 2023 annual meeting of shareholders. No options may be granted
under the Plan after June 27, 2026. The Board of Directors, without further approval of the Company’s stockholders, may
at any time suspend or terminate the Plan, in whole or in part, or amend it from time to time in such respects as it may deem
advisable, including, without limitation, in order that incentive stock options granted hereunder meet the requirements for “incentive
stock options” under the Code, or any comparable provisions thereafter enacted and conform to any change in applicable law
or to regulations or rulings of administrative agencies; provided that, no amendment shall be effective without the prior
or subsequent approval of a majority of the Company’s outstanding stock entitled to vote thereon which would (a) except
as contemplated in Paragraph 13, increase the maximum number of shares for which options may be granted under the Plan, (b) materially
increase the benefits to participants under the Plan or (c) change the eligibility requirements for individuals entitled to receive
options hereunder. No termination, suspension or amendment of the Plan shall, without the consent of the holder of an existing
option affected thereby, adversely affect his rights under such option.
15.
Nontransferability Of Options. No option or SAR granted under the Plan shall be transferable otherwise than by will or the
laws of descent and distribution, or qualified domestic relations order as defined in the Code or Title I of the Employee Retirement
Income Security Act, and options and SARs may be exercised, during the lifetime of the holder thereof, only by him/her or his/her
legal representatives. Except to the extent provided above, options and SARs may not be assigned, transferred, pledged, hypothecated
or disposed of in any way (whether by operation of law or otherwise) and shall not subject to execution, attachment or similar
process.
16.
Substitutions and Assumptions of Options of Certain Constituent Corporations. Anything in this Plan to the contrary notwithstanding,
the Board of Directors may, without further approval by the stockholders, substitute new options for prior options and new SARs
for prior SARs of a Constituent Corporation (as defined in Paragraph 17) or assume the prior options or SARs of such Constituent
Corporation.
17.
Certain Definitions.
(a)
The term “Subsidiary” shall have the same definition as “subsidiary corporation” in Section 424(f) of
the Code.
(b)
The term “Parent” shall have the same definition as “parent corporation” in Section 424(e) of the Code.
(c)
The term “Constituent Corporation” shall mean any corporation which engages with the Company, its Parent or Subsidiary,
in a transaction to which section 424(a) of the Code applies (or would apply if the option or SAR assumed or substituted were
an incentive stock option), or any Parent or any Subsidiary of such corporation.
18.
Conditions Precedent. The Plan shall be subject to approval by the holders of a majority of shares of the Company’s
capital stock outstanding and entitled to vote thereon at the next meeting of its stockholders, or the written consent of the
holders of a majority of shares that would have been entitled to vote thereon, and no options or SARs granted hereunder may be
exercised prior to such approval, provided that the date of grant of any options granted hereunder shall be determined as if the
Plan had not been subject to such approval.
ANNUAL
MEETING OF STOCKHOLDERS OF INTER PARFUMS, INC. September 14, 2023 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SHAREHOLDER MEETING TO BE HELD ON SEPTEMBER 14, 2023 The proxy statement and the company’s annual report to shareholders
for the fiscal year ended December 31, 2022 are available at: http://annualmeeting.interparfumsinc.com/ Please sign, date and
mail your proxy card in the envelope provided as soon as possible. Signature of Stockholder Date: Signature of Stockholder Date:
Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When
signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation,
please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign
in partnership name by authorized person. To change the address on your account, please check the box at right and indicate your
new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted
via this method. 1. Election of Directors: O Jean Madar O Philippe Benacin O Philippe Santi O Francois Heilbronn O Robert Bensoussan
O Veronique Gabai-Pinsky O Gilbert Harrison O Michel Atwood O Gerard Kappauf THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
“FOR” PROPOSAL 2. 2. To vote for the advisory resolution to approve executive compensation THE BOARD OF DIRECTORS
UNAIMOUSLY RECOMMENDS A VOTE “FOR” EVERY YEAR FOR PROPOSAL 3 3. To vote for the advisory resolution on the frequency
of future advisory votes concerning compensation of our named executive officers: THE BOARD OF DIRECTORS UNAIMOUSLY RECOMMENDS
A VOTE “FOR” PROPOSAL 4. 4. To vote for the adoption of an amendment to our 2016 Option Plan to provide for the provision
of automatic grants of stock options to purchase 1,500 shares of our common stock on the last business day of each calendar year
to independent directors effective as of this past December 31, 2022, which has already been approved by the entire Board of Directors
THE BOARD OF DIRECTORS UNAIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL 5. 5. To vote to ratify the appointment by the
Board of Directors of Mazars USA LLP, to serve as the independent auditor for the current fiscal year. In their discretion, the
Proxies are authorized to vote upon such other business as may properly come before the meeting. Please mark, date, sign and return
this Proxy promptly in the enclosed envelope. FOR ALL NOMINEES WITHHOLD AUTHORITY FOR ALL NOMINEES FOR ALL EXCEPT (See instructions
below) INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in
the circle next to each nominee you wish to withhold, as shown here: NOMINEES: PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x Please detach along perforated line and mail in the e n v
e l o p e p r o v i d e d . 20903004003000300000 2 091423 FOR AGAINST ABSTAIN GO GREEN e-Consent makes it easy to go paperless.
With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs,
clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE “FOR” THE ELECTION OF ALL DIRECTORS FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Every 2 Years Every 3 Years ABSTAIN
Every Year
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL 2. 2. To vote for the advisory resolution to approve
executive compensation THE BOARD OF DIRECTORS UNAIMOUSLY RECOMMENDS A VOTE “FOR” EVERY YEAR FOR PROPOSAL 3 3. To vote
for the advisory resolution on the frequency of future advisory votes concerning compensation of our named executive officers:
THE BOARD OF DIRECTORS UNAIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL 4. 4. To vote for the adoption of an amendment
to our 2016 Option Plan to provide for the provision of automatic grants of stock options to purchase 1,500 shares of our common
stock on the last business day of each calendar year to independent directors effective as of this past December 31, 2022, which
has already been approved by the entire Board of Directors THE BOARD OF DIRECTORS UNAIMOUSLY RECOMMENDS A VOTE “FOR”
PROPOSAL 5. 5. To vote to ratify the appointment by the Board of Directors of Mazars USA LLP, to serve as the independent auditor
for the current fiscal year. In their discretion, the Proxies are authorized to vote upon such other business as may properly
come before the meeting. Please mark, date, sign and return this Proxy promptly in the enclosed envelope. Signature of Stockholder
Date: Signature of Stockholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares are held
jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title
as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such.
If signer is a partnership, please sign in partnership name by authorized person. To change the address on your account, please
check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s)
on the account may not be submitted via this method. INSTRUCTIONS: To withhold authority to vote for any individual nominee(s),
mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: ANNUAL MEETING
OF STOCKHOLDERS OF INTER PARFUMS, INC. September 14, 2023 INTERNET - Access “www.voteproxy.com” and follow the on-screen
instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page. Vote online
until 11:59 PM EST the day before the meeting. MAIL - Sign, date and mail your proxy card in the envelope provided as soon as
possible. IN PERSON - You may vote your shares in person by attending the Annual Meeting. GO GREEN - e-Consent makes it easy to
go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while
reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access. PROXY VOTING INSTRUCTIONS
Please detach along perforated line and mail in the envelope provided IF you are not voting via the Internet. PLEASE SIGN, DATE
AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x COMPANY NUMBER ACCOUNT
NUMBER IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON SEPTEMBER 14,
2023 The proxy statement and the company’s annual report to shareholders for the fiscal year ended December 31, 2022 are
available at: http://annualmeeting.interparfumsinc.com/ 1. Election of Directors: O Jean Madar O Philippe Benacin O Philippe Santi
O Francois Heilbronn O Robert Bensoussan O Veronique Gabai-Pinsky O Gilbert Harrison O Michel Atwood O Gerard Kappauf FOR ALL
NOMINEES WITHHOLD AUTHORITY FOR ALL NOMINEES FOR ALL EXCEPT (See instructions below) NOMINEES: FOR AGAINST ABSTAIN THE BOARD OF
DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF ALL DIRECTORS FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Every 2 Years Every 3 Years ABSTAIN Every Year 20903004003000300000 2 091423
14475
INTER PARFUMS, INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Jean Madar and
Joseph A. Caccamo, Esq. as proxies (the “Proxies”), each with power of substitution and resubstitution, to vote all
shares of Common Stock, $.001 par value per share, of Inter Parfums, Inc. (the “Company”) held of record by the undersigned
on July 18, 2023 at the Annual Meeting of stockholders to be held at Inter Parfums, Inc., 551 Fifth Avenue, New York, New York
10176, on September 14, 2023 at 10:00 A.M. New York City time, and at any adjournments thereof, as directed on the reverse side,
and in their discretion on all other matters coming before the meeting and any adjournments thereof. (Continued and to be signed
on the reverse side) 1.1
v3.23.2
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v3.23.2
Pay vs Performance Disclosure - USD ($)
|
12 Months Ended |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
Pay vs Performance [Table Text Block] |
|
Pay Versus Performance Disclosure
In accordance with rules adopted by the
Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide
the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs
and Company performance for the fiscal years listed below. The Executive Compensation and Stock Option Committee did not consider
the pay versus performance disclosure below in making its pay decisions for any of the years shown. The “Company Selected
Measure” column has been omitted, because we do not use any financial measures other than net income to otherwise link pay and financial
performance.
Year |
Summary
Compensation Table
Total for
Jean Madar1
($)
|
Compensation
Actually Paid to Jean
Madar1,2,3
($)
|
Average Summary
Compensation
Table Total for
Non-PEO NEOs1
($) |
Average
Compensation
Actually Paid
to Non-
PEO NEOs1,2,3
($)
|
Value of Initial Fixed $100
Investment based on:4 |
Net Income
($ Millions) |
TSR
($) |
Peer Group TSR
($) |
(a) |
(b) |
(c) |
(d) |
(e) |
(f) |
(g) |
(h) |
2022 |
1,369,077 |
945,026 |
890,907 |
696,314 |
138.82 |
126.46 |
151 |
2021 |
1,230,000 |
3,199,857 |
904,237 |
2,316,873 |
149.91 |
140.75 |
110 |
2020 |
1,387,603 |
1,246,062 |
1,035,765 |
876,113 |
83.75 |
116.80 |
50 |
1. | Jean
Madar was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |
2020 |
2021 |
2022 |
Russell Greenberg |
Russell Greenberg |
Russell Greenberg |
Philippe Benacin |
Philippe Benacin |
Michel Atwood |
Philippe Santi |
Philippe Santi |
Philippe Benacin |
Frédéric Garcia-Pelayo |
Frédéric Garcia-Pelayo |
Philippe Santi |
|
|
Frédéric Garcia-Pelayo |
2. | The amounts shown for Compensation Actually Paid have been calculated in accordance with
Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These
amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |
3. | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for
the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion
of Option Awards column are the totals from the Option Awards columns set forth in the Summary Compensation Table. |
Year |
Summary Compensation Table Total for Jean Madar
($) |
Exclusion of Stock and Option Awards for Jean Madar
($) |
Inclusion of Equity Values for Jean Madar
($) |
Compensation Actually Paid to Jean Madar
($) |
2022 |
1,369,077 |
(139,077) |
(284,974) |
945,026 |
2021 |
1,230,000 |
— |
1,969,857 |
3,199,857 |
2020 |
1,387,603 |
(157,603) |
16,062 |
1,246,062 |
Year |
Average Summary Compensation Table Total for Non-PEO NEOs
($) |
Average Exclusion of Change
in Pension Value for Non-PEO NEOs
($) |
Average Exclusion of Option Awards for Non-PEO NEOs
($) |
Average Inclusion of Pension
Service Cost for Non-PEO NEOs
($) |
Average Inclusion of Equity Values for Non-PEO NEOs
($) |
Average Compensation Actually Paid to Non-PEO NEOs
($) |
2022 |
890,907 |
(9,604) |
(103,809) |
18,533 |
(99,713) |
696,314 |
2021 |
904,237 |
(13,300) |
0 |
28,089 |
1,397,847 |
2,316,873 |
2020 |
1,035,765 |
(13,125) |
0 |
24,753 |
25,723 |
876,113 |
The amounts in the Inclusion of Equity Values in the tables
above are derived from the amounts set forth in the following tables:
Year |
Year-End Fair Value
of Equity Awards
Granted During Year
That Remained
Unvested as of Last
Day of Year for Jean
Madar
($) |
Change in Fair Value
from Last Day of
Prior Year to Last
Day of Year of
Unvested Equity
Awards for Jean
Madar
($) |
Vesting-Date Fair
Value of Equity
Awards Granted
During Year that
Vested During Year
for Jean Madar
($) |
Change in Fair Value
from Last Day of
Prior Year to Vesting
Date of Unvested
Equity Awards that
Vested During Year
for Jean Madar
($) |
Fair Value at Last
Day of Prior Year of
Equity Awards
Forfeited During
Year for Jean Madar
($) |
Value of Dividends or
Other Earnings Paid
on Equity Awards
Not Otherwise
Included for Jean
Madar
($) |
Total - Inclusion of
Equity Values for
Jean Madar
($) |
2022 |
318,516 |
(198,256) |
— |
(405,234) |
— |
— |
(284,974) |
2021 |
— |
1,309,106 |
— |
660,751 |
— |
— |
1,969,857 |
2020 |
354,290 |
(193,047) |
— |
(145,181) |
— |
— |
16,062 |
Year |
Average Year-End
Fair Value of Equity
Awards Granted
During Year That
Remained Unvested
as of Last Day of
Year for Non-PEO
NEOs
($) |
Average Change in
Fair Value from Last
Day of Prior Year to
Last Day of Year of
Unvested Equity
Awards for Non-PEO
NEOs
($) |
Average Vesting-Date
Fair Value of Equity
Awards Granted
During Year that Vested During Year for Non-PEO NEOs
($) |
Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs
($) |
Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs
($) |
Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs
($) |
Total - Average
Inclusion of
Equity Values for Non-PEO NEOs
($) |
2022 |
354,204 |
(74,501) |
— |
(235,746) |
(143,670) |
— |
(99,713) |
2021 |
— |
944,588 |
— |
453,259 |
— |
— |
1,397,847 |
2020 |
265,718 |
(137,875) |
— |
(102,120) |
— |
— |
25,723 |
4. | The Peer Group TSR set forth in this table utilizes a custom group of industry peers, weighted
according to the respective peer companies’ stock market capitalization on December 31, 2019, which we also utilize in the stock
performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2022. The comparison
assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and the peer group,
respectively. Historical stock performance is not necessarily indicative of future stock performance. The following table shows the peer
group constituents. |
CCA Industries, Inc. |
Colgate-Palmolive Company |
Kimberly-Clark Corporation |
Natural Health Trends Corp. |
Summer Infant, Inc. |
The Estée Lauder Companies Inc. |
The Procter & Gamble Company |
The Stephan Co. |
United-Guardian, Inc. |
|
|
|
|
Named Executive Officers, Footnote [Text Block] |
|
1. | Jean
Madar was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |
2020 |
2021 |
2022 |
Russell Greenberg |
Russell Greenberg |
Russell Greenberg |
Philippe Benacin |
Philippe Benacin |
Michel Atwood |
Philippe Santi |
Philippe Santi |
Philippe Benacin |
Frédéric Garcia-Pelayo |
Frédéric Garcia-Pelayo |
Philippe Santi |
|
|
Frédéric Garcia-Pelayo |
|
|
|
|
Changed Peer Group, Footnote [Text Block] |
|
The Peer Group TSR set forth in this table utilizes a custom group of industry peers, weighted
according to the respective peer companies’ stock market capitalization on December 31, 2019, which we also utilize in the stock
performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2022. The comparison
assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and the peer group,
respectively. Historical stock performance is not necessarily indicative of future stock performance.
|
|
|
|
PEO Total Compensation Amount |
[1] |
$ 1,369,077
|
|
$ 1,230,000
|
$ 1,387,603
|
PEO Actually Paid Compensation Amount |
[1],[2],[3] |
$ 945,026
|
|
3,199,857
|
1,246,062
|
Adjustment To PEO Compensation, Footnote [Text Block] |
|
Year |
Summary Compensation Table Total for Jean Madar
($) |
Exclusion of Stock and Option Awards for Jean Madar
($) |
Inclusion of Equity Values for Jean Madar
($) |
Compensation Actually Paid to Jean Madar
($) |
2022 |
1,369,077 |
(139,077) |
(284,974) |
945,026 |
2021 |
1,230,000 |
— |
1,969,857 |
3,199,857 |
2020 |
1,387,603 |
(157,603) |
16,062 |
1,246,062 |
Year |
Year-End Fair Value
of Equity Awards
Granted During Year
That Remained
Unvested as of Last
Day of Year for Jean
Madar
($) |
Change in Fair Value
from Last Day of
Prior Year to Last
Day of Year of
Unvested Equity
Awards for Jean
Madar
($) |
Vesting-Date Fair
Value of Equity
Awards Granted
During Year that
Vested During Year
for Jean Madar
($) |
Change in Fair Value
from Last Day of
Prior Year to Vesting
Date of Unvested
Equity Awards that
Vested During Year
for Jean Madar
($) |
Fair Value at Last
Day of Prior Year of
Equity Awards
Forfeited During
Year for Jean Madar
($) |
Value of Dividends or
Other Earnings Paid
on Equity Awards
Not Otherwise
Included for Jean
Madar
($) |
Total - Inclusion of
Equity Values for
Jean Madar
($) |
2022 |
318,516 |
(198,256) |
— |
(405,234) |
— |
— |
(284,974) |
2021 |
— |
1,309,106 |
— |
660,751 |
— |
— |
1,969,857 |
2020 |
354,290 |
(193,047) |
— |
(145,181) |
— |
— |
16,062 |
|
|
|
|
Non-PEO NEO Average Total Compensation Amount |
[1] |
$ 890,907
|
|
904,237
|
1,035,765
|
Non-PEO NEO Average Compensation Actually Paid Amount |
|
$ 696,314
|
[1],[2],[3] |
2,316,873
|
876,113
|
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] |
|
Year |
Average Summary Compensation Table Total for Non-PEO NEOs
($) |
Average Exclusion of Change
in Pension Value for Non-PEO NEOs
($) |
Average Exclusion of Option Awards for Non-PEO NEOs
($) |
Average Inclusion of Pension
Service Cost for Non-PEO NEOs
($) |
Average Inclusion of Equity Values for Non-PEO NEOs
($) |
Average Compensation Actually Paid to Non-PEO NEOs
($) |
2022 |
890,907 |
(9,604) |
(103,809) |
18,533 |
(99,713) |
696,314 |
2021 |
904,237 |
(13,300) |
0 |
28,089 |
1,397,847 |
2,316,873 |
2020 |
1,035,765 |
(13,125) |
0 |
24,753 |
25,723 |
876,113 |
Year |
Average Year-End
Fair Value of Equity
Awards Granted
During Year That
Remained Unvested
as of Last Day of
Year for Non-PEO
NEOs
($) |
Average Change in
Fair Value from Last
Day of Prior Year to
Last Day of Year of
Unvested Equity
Awards for Non-PEO
NEOs
($) |
Average Vesting-Date
Fair Value of Equity
Awards Granted
During Year that Vested During Year for Non-PEO NEOs
($) |
Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs
($) |
Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs
($) |
Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs
($) |
Total - Average
Inclusion of
Equity Values for Non-PEO NEOs
($) |
2022 |
354,204 |
(74,501) |
— |
(235,746) |
(143,670) |
— |
(99,713) |
2021 |
— |
944,588 |
— |
453,259 |
— |
— |
1,397,847 |
2020 |
265,718 |
(137,875) |
— |
(102,120) |
— |
— |
25,723 |
|
|
|
|
Compensation Actually Paid vs. Total Shareholder Return [Text Block] |
|
Description of Relationship Between PEO and Non-PEO NEO Compensation
Actually Paid and Company Total Shareholder Return (“TSR”)
The following chart sets forth the relationship between Compensation
Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR
over the three most recently completed fiscal years.
|
|
|
|
Compensation Actually Paid vs. Net Income [Text Block] |
|
Description of Relationship Between
PEO and Non-PEO NEO Compensation Actually Paid and Net Income
The following chart sets forth the relationship between Compensation
Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the three most
recently completed fiscal years.
|
|
|
|
Total Shareholder Return Vs Peer Group [Text Block] |
|
Description of Relationship Between Company TSR and Peer
Group TSR
The following chart compares our cumulative TSR over the three
most recently completed fiscal years to that of the Custom Peer Group over the same period.
|
|
|
|
Total Shareholder Return Amount |
[4] |
$ 138.82
|
|
149.91
|
83.75
|
Peer Group Total Shareholder Return Amount |
[4] |
126.46
|
|
140.75
|
116.80
|
Net Income (Loss) Attributable to Parent |
|
$ 151,000,000
|
|
$ 110,000,000
|
$ 50,000,000
|
Additional 402(v) Disclosure [Text Block] |
|
The amounts shown for Compensation Actually Paid have been calculated in accordance with
Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These
amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.
|
|
|
|
PEO [Member] | Jean Madar |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
PEO Name |
|
Jean
Madar
|
|
Jean
Madar
|
Jean
Madar
|
PEO [Member] | Jean Madar | Exclusion of Stock and Option Awards |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
Adjustment to Compensation Amount |
|
$ (139,077)
|
|
|
$ (157,603)
|
PEO [Member] | Jean Madar | Inclusion of Equity Values |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
Adjustment to Compensation Amount |
|
(284,974)
|
|
1,969,857
|
16,062
|
PEO [Member] | Jean Madar | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
Adjustment to Compensation Amount |
|
318,516
|
|
|
354,290
|
PEO [Member] | Jean Madar | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
Adjustment to Compensation Amount |
|
(198,256)
|
|
1,309,106
|
(193,047)
|
PEO [Member] | Jean Madar | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
Adjustment to Compensation Amount |
|
|
|
|
|
PEO [Member] | Jean Madar | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
Adjustment to Compensation Amount |
|
(405,234)
|
|
660,751
|
(145,181)
|
PEO [Member] | Jean Madar | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
Adjustment to Compensation Amount |
|
|
|
|
|
PEO [Member] | Jean Madar | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
Adjustment to Compensation Amount |
|
|
|
|
|
Non-PEO NEO [Member] | Average Exclusion of Change in Pension Value |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
Adjustment to Compensation Amount |
|
(9,604)
|
|
(13,300)
|
(13,125)
|
Non-PEO NEO [Member] | Average Exclusion of Option Awards |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
Adjustment to Compensation Amount |
|
(103,809)
|
|
0
|
0
|
Non-PEO NEO [Member] | Average Inclusion of Pension Service Cost |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
Adjustment to Compensation Amount |
|
18,533
|
|
28,089
|
24,753
|
Non-PEO NEO [Member] | Average Inclusion of Equity Values |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
Adjustment to Compensation Amount |
|
(99,713)
|
|
1,397,847
|
25,723
|
Non-PEO NEO [Member] | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
Adjustment to Compensation Amount |
|
354,204
|
|
|
265,718
|
Non-PEO NEO [Member] | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
Adjustment to Compensation Amount |
|
(74,501)
|
|
944,588
|
(137,875)
|
Non-PEO NEO [Member] | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
Adjustment to Compensation Amount |
|
|
|
|
|
Non-PEO NEO [Member] | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
Adjustment to Compensation Amount |
|
(235,746)
|
|
453,259
|
(102,120)
|
Non-PEO NEO [Member] | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
Adjustment to Compensation Amount |
|
(143,670)
|
|
|
|
Non-PEO NEO [Member] | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
Adjustment to Compensation Amount |
|
|
|
|
|
Non-PEO NEO [Member] | Russell Greenberg |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
PEO Name |
|
Russell Greenberg
|
|
Russell Greenberg
|
Russell Greenberg
|
Non-PEO NEO [Member] | Philippe Benacin |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
PEO Name |
|
Philippe Benacin
|
|
Philippe Benacin
|
Philippe Benacin
|
Non-PEO NEO [Member] | Michel Atwood |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
PEO Name |
|
Michel Atwood
|
|
|
|
Non-PEO NEO [Member] | Philippe Santi |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
PEO Name |
|
Philippe Santi
|
|
Philippe Santi
|
Philippe Santi
|
Non-PEO NEO [Member] | Fr?d?ric Garcia-Pelayo |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
PEO Name |
|
Frédéric Garcia-Pelayo
|
|
Frédéric Garcia-Pelayo
|
Frédéric Garcia-Pelayo
|
|
|
X |
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