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PRE 14A
ICONIX BRAND GROUP, INC. filed this Form PRE 14A on 04/01/2019
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(e)Non-equity incentive plan compensation represents the dollar value of all amounts earned during the applicable fiscal year pursuant to non-equity incentive plans. Beginning in 2016, following its previously disclosed commitment to do so, the Compensation Committee eliminated the practice of granting bonuses on a solely discretionary basis and granted performance-based cash bonus awards. In respect of non-equity incentive compensation paid for 2017, the Compensation Committee reduced by 25% the amounts otherwise payable to Mr. Haugh and Mr. Jones, respectively, pursuant to the Compensation Committee’s discretionary right to adjust annual bonuses prior to approval thereof under the AIP. In respect of 2018, the Compensation Committee made the determination that Mr. Haugh would not receive any non-equity incentive compensation under the AIP. In addition, because of their departure from the Company during 2018, neither Mr. Jones nor Mr. Schaefer were eligible to receive non-equity incentive compensation under the AIP with respect to 2018.

(f)All other compensation represents relocation expenses and insurance costs for Mr. Haugh paid in 2017 and a car allowance and insurance costs for each of Mr. Jones and Mr. Schaefer in each of 2017 and 2018. Mr. Cuneo received cash compensation in an amount equal to $80,000 in respect of annual director fees prior to serving as our Executive Chairman in December 2017, which was reported in the 2017 Director Compensation Table.

(g)Total compensation represents all compensation from us earned by the named executive officer for the relevant year.

(1)Mr. Galvin became our Chief Executive Officer, and was appointed to our Board of Directors, on October 15, 2018.

(2)Mr. Haugh was appointed to our Board and became our President on February 23, 2016, and also became our Chief Executive Officer on April 1, 2016. As of June 15, 2018, Mr. Haugh was no longer employed by the Company or a member of our Board of Directors.

(3)Mr. Cuneo served as our Chairman of the Board and Interim Chief Executive Officer from August 2015 until April 2016. Mr. Cuneo served as Executive Chairman of the Board from April 2016 to December 2016. Mr. Cuneo again commenced his service as our Executive Chairman of the Board on December 18, 2017 until his appointment as Interim Chief Executive Officer on June 15, 2018. He served as Interim Chief Executive Officer until October 15, 2018, at which time he resumed his role as Executive Chairman until such term ended on December 31, 2018. Since then, Mr. Cuneo has served as the Chairman of the Board of Directors.

(4)Mr. Jones joined the Company in July 2015 and resigned from the Company on October 26, 2018 to pursue another business opportunity.

(5)Mr. Schaefer joined the Company in March 2013 and resigned from the Company on December 7, 2018 to pursue another business opportunity.

(6)Mr. Wood joined the Company in December 2015 and was appointed Interim Chief Financial Officer upon the departure of Mr. Jones in October 2018. Mr. Wood resigned from the Company on February 1, 2019 to pursue another business opportunity.

 

Employment Agreements and Executive Severance Plan Participation Agreements

 

The Compensation Committee determines the compensation for each of the named executive officers. As discussed above, in 2016, the Compensation Committee adopted the Executive Severance Plan, pursuant to which employees that report to the Chief Executive Officer and hold the title of executive vice president or the equivalent, are eligible to receive certain severance benefits, provided they execute a participation agreement in the form contemplated by the Executive Severance Plan. All eligible participants, including Messrs. Jones and Schaefer, entered into participation agreements as of January 2017. These participation agreements superseded and replaced the former employment agreements of the applicable named executive officers. As of December 31, 2018, no named executive officer was party to the Executive Severance Plan, and neither of Mr. Jones nor Mr. Schaefer received any severance benefits under the Executive Severance Plan in connection with his resignation from the Company in 2018.

 

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