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


Other than as set forth in the immediately following sentence, none of the directors on our Compensation Committee currently is or was formerly an officer or employee of the Company or had any relationship or related party transaction with the Company requiring disclosure under Item 404 of Regulation S-K of the Securities Exchange Act of 1934, as amended. As noted in the Form 10-K, in 2016, 2015 and 2014, the Company incurred $100,000 per year (pro-rated for 2016 based on date of termination of such consulting arrangement) in consulting fees in connection with a consulting arrangement with Mark Friedman, our Compensation Committee Chairperson, relating to the provision by Mr. Friedman of investor relations services. Such consulting arrangement was terminated on May 3, 2016. During 2018, none of our executive officers served on the board of directors or the compensation (or equivalent) committee of any other entity that has officers that serve on our Board or on our Compensation Committee. In addition, none of the members of our Compensation Committee were formerly, or during 2018, employed by us in the capacity as an officer or otherwise.


The members of our Compensation Committee currently are Messrs. Friedman and Cohen and Ms. Gove, each of whom is an independent director within the meaning of director independence standards applicable to members of a compensation committee pursuant to the applicable NASDAQ and SEC rules. Mr. Friedman currently serves as its Chairperson.


Elements of Compensation


To accomplish our compensation objectives, our compensation program for 2018 consisted of, among other things, (i) cash (50%, the full amount of which is eligible to vest ratably over 48 pay periods beginning with the pay period ended March 31, 2018, subject to continuous employment with the Company as of such date) and equity (50%, assuming full target goals are met, eligible to vest equally in three annual periods at the end of such periods, subject to achievement of total shareholder return, revenue and operating income metrics) compensation awards granted pursuant to the 2018 Long-Term Incentive Plan (the “2018 LTIP”), which is the Company’s plan for annual, performance-based, long-term incentive compensation, as described below and (ii) cash bonus awards made pursuant to the 2018 Annual Incentive Plan (“AIP”), which is the Company’s plan for annual, performance-based cash bonuses, as described below. All such elements were designed to provide a competitive mix of compensation that balanced retention and performance in a simple and straightforward manner. The compensation program was designed to ensure that the named executive officers’ annual target total direct compensation was tied to the Company’s long-term and short-term performance. The Company provides certain limited perquisites to its named executive officers. The Company has no supplemental retirement plan.


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