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PRE 14A
ICONIX BRAND GROUP, INC. filed this Form PRE 14A on 04/01/2019
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Based solely on our review of the copies of such forms received by us, we believe that during 2018, there was compliance with the filing requirements applicable to our officers, directors and greater-than-ten-percent (10%) stockholders of the Company.

 

Director Compensation

 

The Compensation Committee determined that for service as a director of our Company during 2018, each non-employee member of the Board of Directors would receive a cash payment of $80,000 payable one half on January 1st and one half on July 1st (and pro-rated for directors who were elected to the Board of Directors after January 1, 2018). Although historically each non-employee director has received an annual equity grant valued at $120,000 based on the closing price of our stock on the first trading day of the year, with vesting occurring on July 1st of the year of grant, the Compensation Committee determined that for 2018 our directors would instead receive this amount in cash vesting in twelve (12) equal installments. Additionally, each Chairperson of the Audit Committee, the Compensation Committee and the Governance/Nominating Committee received additional cash payments of $35,000, $20,000 and $15,000, respectively, and Mr. Cohen received $40,000 in annual cash fees for his service as Lead Director.

 

In connection with the departure of Mr. Haugh from the Company in June 2018, the Board formed a search committee to identify and recruit a new Chief Executive Officer of the Company (the “Search Committee”). Each member of the Search Committee received cash payments of $10,000 per month during its existence, other than its chairperson who received cash payments of $15,000 per month during its existence.

 

In 2018, Mr. Cuneo served as our Executive Chairman of the Board, as well as our Interim Chief Executive Officer. Mr. Cuneo did not receive compensation in respect of his service as a director during 2018.

 

The following table sets forth compensation information for 2018 for each person who served as a member of our Board of Directors at any time during 2018 who was not also an executive officer. Anyone who serves on our Board of Directors that was an executive officer during any portion of a calendar year does not receive additional compensation for serving on the Board of Directors for the remainder of that year. None of the Directors, other than Mr. Galvin (as detailed below under the heading “Executive Compensation”) held any outstanding stock awards or options as of December 31, 2018.

 

Name  Total Cash ($) 
Justin Barnes (1)   114,556 
F. Peter Cuneo (2)   - 
Drew Cohen (3)   240,000 
Mark Friedman (4)   275,000 
Robert C. Galvin(5)   - 
Sue Gove (6)   317,500 
James A. Marcum (7)   270,000 
Kristen O’Hara (8)   50,000 
Kenneth W. Slutsky (9)   170,000 
Sanjay Khosla (10)   200,000 
John Haugh (11)   - 

 

(1)Fees earned or paid in cash to Mr. Barnes include (i) $62,222 attributable to annual cash director fees and (ii) $27,333 attributable to Search Committee member fees.

(2)In 2018, Mr. Cuneo served as Executive Chairman and Interim Chief Executive Officer for portions of 2018 and was not compensated as a director.

(3)Fees earned or paid in cash to Mr. Cohen include (i) $200,000 attributable to annual cash director fees and (ii) $40,000 attributable to annual Lead Director fee.

(4)Fees earned or paid in cash to Mr. Friedman include (i) $200,000 attributable to annual cash director fees, (ii) $20,000 attributable to annual Compensation Committee Chairperson fee and (iii) $55,000 attributable to Search Committee member fees.

(5)Mr. Galvin serves as our Chief Executive Officer and was not compensated as a director.

 

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