Cover
Cover | 12 Months Ended |
Feb. 03, 2024 | |
Document Information [Line Items] | |
Document Type | PRE 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | GUESS INC |
Entity Central Index Key | 0000912463 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |||
Feb. 03, 2024 | Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Pay vs Performance Disclosure | ||||
Pay vs Performance Disclosure, Table | Pay Versus Performance The following summarizes the relationship between our CEO’s, and our other Named Executive Officers’, total compensation paid and our financial performance for the fiscal years shown in the table (in this discussion, our CEO is also referred to as our principal executive officer or “PEO”, and our Named Executive Officers other than our CEO are referred to as our “Non-PEO Average Non-PEO Average Non-PEO NEOs ($)(3) Value of Initial Fixed $100 Fiscal Year Summary Compensation Paid to CEO Guess S&P 1500 ($)(4) Guess Net Guess Adjusted ($ thousands)(6) (a) (b) (c) (d) (e) (f) (g) (h) (i) 2024 8,154,475 7,347,317 3,938,956 4,277,386 122.83 171.39 198,199 255,600 2023 5,094,130 9,983,960 3,519,862 1,421,161 115.92 138.95 149,610 262,934 2022 15,729,716 14,260,731 7,310,512 6,839,531 104.22 122.98 171,363 310,579 2021 7,207,281 13,583,122 6,488,556 10,853,459 110.61 110.43 (81,229 ) 32,079 (1) Mr. Alberini was our CEO for each of the fiscal years included in the table above. For each of fiscal years 2021 and 2022, our Non-PEO Non-PEO Non-PEO (2) See the Summary Compensation Table above for detail on the Summary Compensation Table total compensation for our CEO for each fiscal year covered in the table. The average compensation for the Non-PEO (3) For purposes of this table, the compensation actually paid (also referred to as “CAP”) to each of our NEOs means the NEO’s total compensation as reflected in the Summary Compensation Table for the applicable fiscal year and adjusted for the following with respect to each NEO: • Less the amounts reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for the applicable fiscal year, • Plus the fiscal year-end • Plus/(less) the change in value as of the end of the covered fiscal year as compared to the value at the end of the prior fiscal year for Guess option and stock awards which were granted in prior fiscal years and were outstanding and unvested at the end of the covered fiscal year, • Plus the vesting date value of Guess option and stock awards which were granted and vested during the same covered fiscal year, • Plus/(less) the change in value as of the vesting date as compared to the value at the end of the prior fiscal year for Guess option and stock awards which were granted in prior fiscal years and vested in the covered fiscal year, • Less, as to any Guess option and stock awards which were granted in prior fiscal years and were forfeited during the covered fiscal year, the value of such awards as of the end of the prior fiscal year, • Plus the dollar value of any dividends or other earnings paid during the covered fiscal year on outstanding and unvested Guess stock awards (no dividends or dividend equivalents are credited with respect to Guess options and, for other Guess awards, the crediting of dividend equivalents has been taken into account in determining the applicable fiscal year-end • Plus, as to a Guess option or stock award that was materially modified during the covered fiscal year, the amount by which the value of the award as of the date of the modification exceeds the value of the original award on the modification date (none of the Guess option or stock awards held by the NEOs were materially modified during the fiscal years covered by the table). In making each of these adjustments, the “value” of an option or stock award is the fair value of the award on the applicable date determined in accordance with FASB ASC Topic 718 using the valuation assumptions we then used to calculate the fair value of our equity awards. For more information on the valuation of our equity awards, please see the notes to our financial statements that appear in our Annual Report on Form 10-K The table above reflects the CAP (determined as noted above) for our CEO and, for our Non-PEO Non-PEO The following table provides a reconciliation of the Summary Compensation Table Total to Compensation Actually Paid for our CEO. Reconciliation of Summary Compensation Table Total to Compensation Fiscal Year Fiscal Year Fiscal Year Fiscal Year Summary Compensation Table Total 8,154,475 5,094,130 15,729,716 7,207,281 Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year (3,800,007 ) (3,800,000 ) (10,861,253 ) (3,808,221 ) Fair Value at Fiscal Year-End 4,152,260 4,073,265 8,874,748 9,676,875 Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years (1,675,557 ) 747,924 1,061,066 2,242,875 Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year 669,066 — — — Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (152,920 ) 3,868,641 (543,546 ) (1,735,688 ) Fair Value as of Prior Fiscal Year-End — — — — Compensation Actually Paid 7,347,317 9,983,960 14,260,731 13,583,122 The following table provides a reconciliation of the average of the Summary Compensation Table Total for the Non-PEO Non-PEO Reconciliation of Average Summary Compensation Table Total to Average Non-PEO Fiscal Year Fiscal Year Fiscal Year Fiscal Year Summary Compensation Table Total 3,938,956 3,519,862 7,310,512 6,488,556 Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year (1,454,350 ) (1,615,002 ) (2,662,509 ) (2,667,741 ) Fair Value at Fiscal Year-End 1,372,383 1,012,461 2,200,626 7,558,018 Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years 2,028 91,193 (385,384 ) 324,876 Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year 538,267 — — — Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (119,898 ) (126,041 ) 376,286 (850,250 ) Fair Value as of Prior Fiscal Year-End — (1,461,312 ) — — Compensation Actually Paid 4,277,386 1,421,161 6,839,531 10,853,459 (4) Guess TSR represents cumulative total shareholder return on a fixed investment of $100 in the Company’s common stock for the period beginning on the last trading day of fiscal year 2020 through the end of the applicable fiscal year, and is calculated assuming the reinvestment of dividends. S&P 1500 Apparel Retail Index TSR represents cumulative total shareholder return on a fixed investment of $100 in the S&P 1500 Apparel Retail Index for the period beginning on the last trading day of fiscal year 2020 through the end of the applicable fiscal year, and is calculated assuming the reinvestment of dividends. The following chart illustrates the CAP for our CEO and the average CAP for our Non-PEO and (5) This column shows the Company’s net income for each fiscal year covered by the table. The following chart illustrates the CAP for our CEO and the average CAP for our Non-PEO (6) This column shows the Company’s earnings from operations (in each case, excluding the impact of certain specified litigation program Non-PEO | |||
Company Selected Measure Name | Adjusted Earnings From Operations | |||
Named Executive Officers, Footnote | Mr. Alberini was our CEO for each of the fiscal years included in the table above. For each of fiscal years 2021 and 2022, our Non-PEO Non-PEO Non-PEO | |||
Peer Group Issuers, Footnote | Guess TSR represents cumulative total shareholder return on a fixed investment of $100 in the Company’s common stock for the period beginning on the last trading day of fiscal year 2020 through the end of the applicable fiscal year, and is calculated assuming the reinvestment of dividends. S&P 1500 Apparel Retail Index TSR represents cumulative total shareholder return on a fixed investment of $100 in the S&P 1500 Apparel Retail Index for the period beginning on the last trading day of fiscal year 2020 through the end of the applicable fiscal year, and is calculated assuming the reinvestment of dividends. | |||
PEO Total Compensation Amount | $ 8,154,475 | $ 5,094,130 | $ 15,729,716 | $ 7,207,281 |
PEO Actually Paid Compensation Amount | $ 7,347,317 | 9,983,960 | 14,260,731 | 13,583,122 |
Adjustment To PEO Compensation, Footnote | The following table provides a reconciliation of the Summary Compensation Table Total to Compensation Actually Paid for our CEO. Reconciliation of Summary Compensation Table Total to Compensation Fiscal Year Fiscal Year Fiscal Year Fiscal Year Summary Compensation Table Total 8,154,475 5,094,130 15,729,716 7,207,281 Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year (3,800,007 ) (3,800,000 ) (10,861,253 ) (3,808,221 ) Fair Value at Fiscal Year-End 4,152,260 4,073,265 8,874,748 9,676,875 Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years (1,675,557 ) 747,924 1,061,066 2,242,875 Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year 669,066 — — — Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (152,920 ) 3,868,641 (543,546 ) (1,735,688 ) Fair Value as of Prior Fiscal Year-End — — — — Compensation Actually Paid 7,347,317 9,983,960 14,260,731 13,583,122 | |||
Non-PEO NEO Average Total Compensation Amount | $ 3,938,956 | 3,519,862 | 7,310,512 | 6,488,556 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 4,277,386 | 1,421,161 | 6,839,531 | 10,853,459 |
Adjustment to Non-PEO NEO Compensation Footnote | The following table provides a reconciliation of the average of the Summary Compensation Table Total for the Non-PEO Non-PEO Reconciliation of Average Summary Compensation Table Total to Average Non-PEO Fiscal Year Fiscal Year Fiscal Year Fiscal Year Summary Compensation Table Total 3,938,956 3,519,862 7,310,512 6,488,556 Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year (1,454,350 ) (1,615,002 ) (2,662,509 ) (2,667,741 ) Fair Value at Fiscal Year-End 1,372,383 1,012,461 2,200,626 7,558,018 Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years 2,028 91,193 (385,384 ) 324,876 Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year 538,267 — — — Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (119,898 ) (126,041 ) 376,286 (850,250 ) Fair Value as of Prior Fiscal Year-End — (1,461,312 ) — — Compensation Actually Paid 4,277,386 1,421,161 6,839,531 10,853,459 | |||
Compensation Actually Paid vs. Total Shareholder Return | The following chart illustrates the CAP for our CEO and the average CAP for our Non-PEO and | |||
Compensation Actually Paid vs. Net Income | This column shows the Company’s net income for each fiscal year covered by the table. The following chart illustrates the CAP for our CEO and the average CAP for our Non-PEO | |||
Compensation Actually Paid vs. Company Selected Measure | This column shows the Company’s earnings from operations (in each case, excluding the impact of certain specified litigation program Non-PEO | |||
Total Shareholder Return Vs Peer Group | The following chart illustrates the CAP for our CEO and the average CAP for our Non-PEO and | |||
Tabular List, Table | Following is an unranked list of the Company’s financial performance measures we consider most important in linking the compensation actually paid to our NEOs for fiscal year 2024 with the Company’s performance. • Adjusted Earnings from Operations (used in our fiscal year 2024 Bonus Plan and in determining vesting for a portion of the restricted stock units awarded to the Named Executive Officers (other than Mr. Secor) • Relative Total Shareholder Return (used in determining vesting for a portion of the restricted stock units awarded to Mr. Alberini, Mr. Neubrand and Mr. Benarouche) • Adjusted Licensing Segment Earnings from Operations (used in determining vesting for a portion of the restricted stock units awarded to Mr. Paul Marciano) See the “Compensation Discussion and Analysis” section of this Proxy Statement for more information regarding the use of these performance measures in our executive compensation program. | |||
Total Shareholder Return Amount | $ 122.83 | 115.92 | 104.22 | 110.61 |
Peer Group Total Shareholder Return Amount | 171.39 | 138.95 | 122.98 | 110.43 |
Net Income (Loss) | $ 198,199,000 | $ 149,610,000 | $ 171,363,000 | $ (81,229,000) |
Company Selected Measure Amount | 255,600,000 | 262,934,000 | 310,579,000 | 32,079,000 |
PEO Name | Mr. Alberini | |||
Measure:: 1 | ||||
Pay vs Performance Disclosure | ||||
Name | Adjusted Earnings from Operations | |||
Measure:: 2 | ||||
Pay vs Performance Disclosure | ||||
Name | Relative Total Shareholder Return | |||
Measure:: 3 | ||||
Pay vs Performance Disclosure | ||||
Name | Adjusted Licensing Segment Earnings from Operations | |||
PEO | Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ (3,800,007) | $ (3,800,000) | $ (10,861,253) | $ (3,808,221) |
PEO | Fair Value at Fiscal YearEnd of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 4,152,260 | 4,073,265 | 8,874,748 | 9,676,875 |
PEO | Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (1,675,557) | 747,924 | 1,061,066 | 2,242,875 |
PEO | Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 669,066 | 0 | 0 | 0 |
PEO | Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (152,920) | 3,868,641 | (543,546) | (1,735,688) |
PEO | Fair Value as of Prior Fiscal YearEnd of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | 0 | 0 | 0 |
Non-PEO NEO | Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (1,454,350) | (1,615,002) | (2,662,509) | (2,667,741) |
Non-PEO NEO | Fair Value at Fiscal YearEnd of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 1,372,383 | 1,012,461 | 2,200,626 | 7,558,018 |
Non-PEO NEO | Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 2,028 | 91,193 | (385,384) | 324,876 |
Non-PEO NEO | Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 538,267 | 0 | 0 | 0 |
Non-PEO NEO | Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (119,898) | (126,041) | 376,286 | (850,250) |
Non-PEO NEO | Fair Value as of Prior Fiscal YearEnd of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ 0 | $ (1,461,312) | $ 0 | $ 0 |