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ICONIX BRAND GROUP, INC. filed this Form PRE 14A on 04/01/2019
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Compensation Committee


Our Compensation Committee’s responsibilities include, among others:


·formulating, evaluating, recommending and, with the approval of the Board, approving compensation for our directors and executive officers, including the Chief Executive Officer;
·reviewing, overseeing and approving (i) all compensation programs involving our stock and other equity securities under the Company’s long-term incentive plans, (ii) all other incentive awards and opportunities, (iii) any employment and severance arrangements, (iv) any change-in-control provisions affecting any elements of compensation and benefits and (v) any special or supplemental compensation and benefits for management and individuals who formerly served as management;
·annually assessing the risks associated with our compensation practices, policies and programs;
·periodically reviewing compensation practices and trends at other companies to evaluate the Company’s executive compensation programs and policies; and
·assisting the Board in succession planning.


The current members of our Compensation Committee are Messrs. Friedman and Barnes, and Ms. Gove. Mr. Friedman serves as the Compensation Committee Chairperson.


Each member of the Compensation Committee is an “independent director” under the Marketplace Rules of Nasdaq.


From time to time, our Chief Executive Officer provides to the Compensation Committee proposals concerning compensation for other executive officers. The Compensation Committee considers such recommendations regarding compensation for such other executive officers.


For 2018, the Compensation Committee retained Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent, third-party compensation consultant for advice and assistance on executive compensation matters. The Compensation Committee has assessed the independence of FW Cook pursuant to the Nasdaq listing standards and SEC rules and is not aware of any conflict of interest that would prevent FW Cook from providing independent advice to the Committee concerning executive compensation matters. Among other matters, FW Cook has provided advice on benefit and incentive compensation plan structures, metrics, targets and awards, as well as severance arrangements and overall executive recruitment and retention strategies.


Under its charter, the Compensation Committee may form and delegate authority to subcommittees or individuals, including, but not limited to, a subcommittee composed of one or more members of the Board or an executive, to grant and administer stock, option and other equity awards under the Company’s equity incentive plans.


Meetings of the Board and its Committees during the Year Ended December 31, 2018


The Board held 31 meetings during the fiscal year ended December 31, 2018 (“FY 2018”), and the Board, along with its committees, also took various actions by unanimous written consent in lieu of meetings. In addition, during FY 2018, the Audit Committee held six meetings, the Governance/Nominating Committee held two meetings and the Compensation Committee held two meetings. During FY 2018, each of the Company’s directors attended at least seventy-five percent (75%) of the aggregate of: (i) the total number of meetings of the Board of Directors; and (ii) the total number of meetings of all committees of the Board on which they served. Also, members of the Board and each of its committees met periodically during FY 2018 to address various matters and engaged in various informal meetings, telephonic meetings and correspondence.


Section 16(a) Beneficial Ownership Reporting Compliance


Section 16(a) of the Exchange Act requires our officers and directors, and persons who beneficially own more than ten percent (10%) of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater-than-ten-percent (10%) owners are required by certain SEC regulations to furnish us with copies of all Section 16(a) forms they file.


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