Board of Directors Leadership Structure
Beginning January 1, 2019, F. Peter Cuneo
serves as Chairman of the Board, Robert C. Galvin serves as our Chief Executive Officer, and Drew Cohen serves as our Lead Director.
The Board believes that having separate Chairman and Chief Executive Officer roles provides an enhanced governance framework for
our Company and promotes the long-term success of our Company, both for our employees and for our stockholders. The Lead Director’s
primary responsibility is to act as the chief of all directors and manage all Board functions.
The Board has an active role, as a whole
and also at the committee level, in overseeing management of the Company’s risks. The Board regularly reviews information
regarding the Company’s credit, liquidity, proposed acquisitions and operations, as well as other risks associated with the
Company’s business. The Compensation Committee is responsible for overseeing the management of risks relating to the Company’s
executive compensation plans and arrangements, as well as all of the Company’s benefit plans. The Audit Committee oversees
management of financial risks and potential conflicts of interest with related parties. The Governance/Nominating Committee manages
risks associated with the independence of the Board. While each committee of the Board is responsible for evaluating certain risks
and overseeing the management of such risks, the entire Board is regularly informed by members of management and through committee
reports, or otherwise, about such risks.
Corporate Governance Policies
We have adopted a written code of business
conduct that applies to our officers, directors and employees, responsive to Section 406 of the Sarbanes-Oxley Act of 2002 (the
“Sarbanes-Oxley Act”) and the rules of the SEC. In addition, we have established an ethics web site at www.ethicspoint.com.
To assist individuals in upholding the code of conduct and to facilitate reporting, we have established an anonymous and confidential
online reporting mechanism that is hosted at www.ethicspoint.com and an anonymous and confidential telephone hotline at (800) 963-5864.
Copies of our code of business conduct and ethics (our “Code of Ethics”) are available, without charge, upon written
request directed to our Secretary at Iconix Brand Group, Inc., 1450 Broadway, Third Floor, New York, New York 10018 or on our website
Committees of the Board
Our By-Laws authorize our Board to appoint
one or more committees of the Board, each consisting of one or more directors. During 2018, our Board had three (3) standing committees:
an Audit Committee, a Governance/Nominating Committee and a Compensation Committee, each of which has adopted written charters
which are currently available on our website at www.iconixbrand.com. We are not incorporating any of the information on our website
into this Proxy Statement. Each member of the Audit Committee, Governance/Nominating Committee and Compensation Committee is, and
is required to be, an “independent director” under the Marketplace Rules of Nasdaq.
Our Audit Committee’s responsibilities
include, among others:
|·||appointing, replacing, overseeing and compensating the work of a firm to serve as the independent
registered public accounting firm to audit our financial statements;|
|·||discussing the scope and results of the audit with the independent registered public accounting
firm and reviewing with management and the independent registered public accounting firm our interim and year-end operating results,
which includes matters required to be discussed under Rule 3200T of the Public Company Accounting Oversight Board (“PCAOB”);|
|·||considering the adequacy of our internal accounting controls and audit procedures;|
|·||approving all related party transactions entered into by the Company;|
|·||approving (or, as permitted, pre-approving) all audit and non-audit services to be performed by
the independent registered public accounting firm; and|
|·||receiving and reviewing written disclosures on independence required by PCAOB Rule 3526.|