1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: Our Chief Executive Officer and Chief Financial Officer have reviewed and evaluated the effectiveness of our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rule 13a-15(e)) as of the end of the period covered by this annual report on Form 10-K (the “Evaluation Date”).
−Removed: Based on their review and evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of the Evaluation Date, our Company’s disclosure controls and procedures were effective.
−Removed: Management’s Annual Report on Internal Control over Financial Reporting
−Removed: The management of Inter Parfums,
−Removed: is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13(a)-15(f)
+Added: Our Chief Executive Officer and Chief Financial
+Added: Officer have reviewed and evaluated the effectiveness of our disclosure controls and procedures (as defined in the Securities Exchange
+Added: Act of 1934 Rule 13a-15(e)) as of the end of the period covered by this annual report on Form 10-K (the “Evaluation Date”).
+Added: Based on their review and evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of the Evaluation
+Added: Date, our Company’s disclosure controls and procedures were effective.
+Added: Management’s Annual Report on Internal Control over
+Added: Financial Reporting
+Added: The management of Inter Parfums, Inc.
+Added: responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13(a)-15(f)
under the Securities Exchange Act of 1934.
5 unchanged sentences
financial reporting was effective as of December 31, 2022.
−Removed: Our independent auditor, Mazars USA LLP, a registered public accounting firm, has issued its report on its audit of our internal control over financial reporting.
−Removed: This report appears on page F-2.
+Added: Our independent auditor, Mazars USA LLP,
+Added: a registered public accounting firm, has issued its report on its audit of our internal control over financial reporting.
+Added: report appears on page F-2.
Changes in Internal Control Over Financial Reporting
−Removed: There has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934) that occurred during the fourth quarter of 2020 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
+Added: There has been no change in our internal
+Added: control over financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934) that occurred during the
+Added: fourth quarter of 2022 that has materially affected, or is reasonably likely to materially affect, the Company’s internal
+Added: control over financial reporting.
Other Information.
−Removed: Directors, Executive Officers and Corporate Governance
+Added: Directors, Executive Officers
+Added: and Corporate Governance
Executive Officers and Directors
−Removed: As of the date of this report, our executive officers and directors were as follows:
+Added: As of the date of this
+Added: report, our executive officers and directors were as follows:
Chairman of the Board, Chief Executive Officer of Inter Parfums, Inc.
3 unchanged sentences
and Chief Executive Officer of Interparfums SA
−Removed: Russell Greenberg
−Removed: Director, Executive Vice President and Chief Financial Officer
+Added: Michel Atwood
+Added: Director and Chief Financial Officer
Philippe Santi
7 unchanged sentences
Executive Vice President and Chief Operating Officer of Interparfums SA
−Removed: Our directors will serve until the next annual meeting of stockholders and thereafter until their successors shall have been elected and qualified.
−Removed: Jean Madar and Philippe Benacin have a verbal agreement or understanding to vote their shares and the shares of their respective holding companies in a like manner.
−Removed: With the exception of Mr.
+Added: Our directors will
+Added: serve until the next annual meeting of stockholders and thereafter until their successors shall have been elected and qualified.
+Added: Jean Madar and Philippe Benacin have a verbal agreement or understanding to vote their shares and the shares of their respective
+Added: holding companies in a like manner.
+Added: With the exception
Benacin, the officers are elected annually by the directors and serve at the discretion of the board of directors.
−Removed: There are no family relationships between executive officers or directors of our Company.
+Added: are no family relationships between executive officers or directors of our Company.
Board of Directors
−Removed: Our board of directors has the responsibility for establishing broad corporate policies and for the overall performance of our Company.
−Removed: Although certain directors are not involved in day-to-day operating details, members of the board of directors are kept informed of our business by various reports and documents made available to them.
−Removed: Our board of directors held 21 meetings (or executed consents in lieu thereof), including meetings of committees of the full board of directors during 2021, and all of the directors attended at least 75% of the meetings (or executed consents in lieu thereof) of the full board of directors and committees of which they were a member.
+Added: Our board of directors
+Added: has the responsibility for establishing broad corporate policies and for the overall performance of our Company.
+Added: Although certain
+Added: directors are not involved in day-to-day operating details, members of the board of directors are kept informed of our business
+Added: by various reports and documents made available to them.
+Added: Our board of directors held 18 meetings (or executed consents in lieu
+Added: thereof), including meetings of committees of the full board of directors during 2022, and all of the directors attended at least
+Added: 75% of the meetings (or executed consents in lieu thereof) of the full board of directors and committees of which they were a member.
Our board of directors presently consists of ten (10) directors.
−Removed: We have adopted a Code of Business Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, as well as other persons performing similar functions, and we agree to provide to any person without charge, upon request, a copy of our Code of Business Conduct.
−Removed: Any person who requests a copy of our Code of Business Conduct should provide their name and address in writing to:
+Added: We have adopted a Code
+Added: of Business Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer
+Added: or controller, as well as other persons performing similar functions, and we agree to provide to any person without charge, upon
+Added: request, a copy of our Code of Business Conduct.
+Added: Any person who requests a copy of our Code of Business Conduct should provide
+Added: their name and address in writing to:
Inter Parfums, Inc., 551 Fifth Avenue, New York, NY 10176, Att.:
Shareholder Relations.
−Removed: In addition, our Code of Conduct is also maintained on our website, at www.interparfumsinc.com.
−Removed: During 2021, our board of directors had the following standing committees:
−Removed: Audit Committee – The Audit Committee has the sole authority and is directly responsible for, the appointment, compensation and oversight of the work of the independent accountants employed by our company which prepare or issue audit reports for our company.
−Removed: During 2021, this committee consisted of Messrs.
+Added: addition, our Code of Conduct is also maintained on our website, at www.interparfumsinc.com.
+Added: During 2022, our board of directors had
+Added: the following standing committees:
+Added: Audit Committee – The Audit Committee
+Added: has the sole authority and is directly responsible for, the appointment, compensation and oversight of the work of the independent
+Added: accountants employed by our company which prepare or issue audit reports for our company.
+Added: During 2022, this committee consisted
Heilbronn and Choël, and Ms.
Gabai-Pinsky.
−Removed: The charter of the Audit Committee is posted on our company’s website.
−Removed: The Company does not have an “audit committee financial expert” within the definition of the applicable Securities and Exchange Commission rules.
−Removed: Finding qualified nominees to serve as a director of a public company without substantial financial resources has been challenging.
−Removed: In addition, despite the applicable Securities and Exchange Commission rule which states that being named as the audit committee financial expert does not impose any greater duty, obligation or liability, our company has been met with resistance from both present and former directors to being named as such, primarily due to potential additional personal liability.
−Removed: However, as the result of the background, education and experience of the members of the Audit Committee, our board of directors believes that such committee members are fully qualified to fulfill their obligations as members of the Audit Committee.
−Removed: Executive Compensation and Stock Option Committee – The Executive Compensation and Stock Option Committee oversees the compensation of our company’s executives and administers our company’s stock option plans.
+Added: The charter of the Audit Committee is posted on our Company’s
+Added: The Company does not
+Added: have an “audit committee financial expert” within the definition of the applicable Securities and Exchange Commission
+Added: Finding qualified nominees to serve as a director of a public company without the comparable financial resources of other
+Added: larger, more established companies has been challenging.
+Added: In addition, despite the applicable Securities and Exchange Commission
+Added: rule which states that being named as the audit committee financial expert does not impose any greater duty, obligation or liability,
+Added: our company has been met with resistance from both present and former directors to being named as such, primarily due to potential
+Added: additional personal liability.
+Added: However, as the result of the background, education and experience of the members of the Audit Committee,
+Added: our board of directors believes that such committee members are fully qualified to fulfill their obligations as members of the
+Added: Audit Committee.
+Added: The Chair of the Audit Committee, Mr.
+Added: François Heilbronn, is a graduate of Harvard Business School with
+Added: a Master of Business Administration degree and is currently the managing partner of the consulting firm of M.M.
+Added: Friedrich, Heilbronn & Fiszer which is specialized in business strategy and complex financial operations and investments.
+Added: Executive Compensation and Stock Option
+Added: Committee – The Executive Compensation and Stock Option Committee oversees the compensation of our Company’s executives
+Added: and administers our company’s stock option plans.
During 2022, this committee consisted of Messrs.
−Removed: Heilbronn and Choël, and Ms.
+Added: Heilbronn and Choël,
Gabai-Pinsky.
−Removed: The charter of the Executive Compensation and Stock Option Committee is posted on our company’s website.
−Removed: Nominating Committee – During 2021, this committee consisted of Messrs.
+Added: The charter of the Executive Compensation and Stock Option Committee is posted on our company’s
+Added: Nominating Committee – During 2022,
+Added: this committee consisted of Messrs.
Heilbronn and Choël, and Ms.
Gabai-Pinsky.
−Removed: The purpose of the Nominating Committee is to determine and recommend qualified persons to the Board of Directors who will be put forth as management’s slate of directors for vote of the Corporation’s stockholders, as well as to fill vacancies in the Board of Directors.
−Removed: The charter of the Nominating Committee is posted on our company’s website.
−Removed: We have adopted a board diversity policy, which provides that the selection of candidates for appointment to our board will be based on an overriding emphasis on merit, but the Nominating Committee will seek to fill board vacancies by considering candidates that bring a diversity of background and industry or related expertise to our board.
−Removed: The Nominating Committee is to consider an appropriate level of diversity having regard for factors such as skills, business and other experience, education, gender, age, ethnicity and geographic location.
−Removed: A copy of the board diversity policy is posted on our company’s website.
−Removed: In addition, Nasdaq has adopted a Board Diversity Rule, which will require Nasdaq listed companies to publicly disclose board-level diversity statistics using a standardized template commencing on the later of August 8, 2022 or the date the filing of a listed company’s proxy statement for its 2022 annual meeting.
−Removed: In addition, in the following year, we will be required to disclose whether or not we have one director that is diverse under the applicable Nasdaq rule, and if not, then why not.
−Removed: By the 2025 annual meeting, we will be required to disclose whether or not we have two directors that are diverse under the applicable Nasdaq rule, and if not, then why not.
−Removed: We do not foresee any issue in complying with Nasdaq Board Diversity Rule at this time.
+Added: The purpose of the Nominating Committee
+Added: is to determine and recommend qualified persons to the Board of Directors who will be put forth as management’s slate
+Added: of directors for vote of the Corporation’s stockholders, as well as to fill vacancies in the Board of Directors.
+Added: charter of the Nominating Committee is posted on our Company’s website.
+Added: We have adopted a board
+Added: diversity policy, which provides that the selection of candidates for appointment to our board will be based on an overriding emphasis
+Added: on merit, but the Nominating Committee will seek to fill board vacancies by considering candidates that bring a diversity of background
+Added: and industry or related expertise to our board.
+Added: The Nominating Committee is to consider an appropriate level of diversity having
+Added: regard for factors such as skills, business and other experience, education, gender, age, ethnicity and geographic location.
+Added: copy of the board diversity policy is posted on our company’s website.
+Added: In addition, Nasdaq has adopted a Board Diversity
+Added: Rule, which requires Nasdaq listed companies to publicly disclose board-level diversity statistics using a standardized template
+Added: By the 2025 annual meeting, we will be required to disclose whether or not we have two directors that are diverse
+Added: under the applicable Nasdaq rule, and if not, then why not.
+Added: We do not foresee any issue in complying with Nasdaq Board Diversity
+Added: Rule at this time.
+Added: Nasdaq Board Diversity
+Added: As required by the the Nasdaq Diversity
+Added: Rule, the board of directors of our company presently has one (1) member who self-identifies as a female and one (1) member who
+Added: identifies as Hispanic, which is in compliance with the Nasdaq Board Diversity rule.
+Added: Below is the Nasdaq Board Diversity Matrix,
+Added: which shows the gender identity and demographic background of our board of directors as they have self-identified.
+Added: Board Diversity Matrix for INTER PARFUMS INC.
+Added: As of February 28, 2023
+Added: Total Number of Directors
+Added: Gender Identity
+Added: Did Not Disclose Gender
+Added: Demographic Background
+Added: African American or Black
+Added: Alaskan Native or American Indian
+Added: Hispanic or Latinx
+Added: Native Hawaiian or Pacific Islander
+Added: Two or More Races or Ethnicities
+Added: Did Not Disclose Demographic Background
Business Experience
−Removed: The following sets forth biographical information as to the business experience of each executive officer and director of our company for at least the past five years.
−Removed: Jean Madar, age 61, a Director, has been the Chairman of the Board since our company’s inception, and is a co-founder of our company with Mr.
+Added: The following sets
+Added: forth biographical information as to the business experience of each executive officer and director of our company for at least
+Added: the past five years.
+Added: Jean Madar, age
+Added: 62, a Director, has been the Chairman of the Board since our Company’s inception, and is a co-founder of our Company with
Philippe Benacin.
From inception until December 1993 he was the President of our Company;
−Removed: in January 1994, he became Director General of Interparfums SA, our company’s subsidiary;
+Added: in January 1994, he became Director
+Added: General of Interparfums SA, our Company’s subsidiary;
and in January 1997, he became Chief Executive Officer of our Company.
Madar was previously the managing director of Interparfums SA, from September 1983 until June 1985.
−Removed: At such subsidiary, he had the responsibility of overseeing the marketing operations of its foreign distribution, including market research analysis and actual marketing campaigns.
+Added: At such subsidiary, he
+Added: had the responsibility of overseeing the marketing operations of its foreign distribution, including market research analysis
+Added: and actual marketing campaigns.
Madar graduated from The French University for Economic and Commercial Sciences (ESSEC) in
We believe that Mr.
−Removed: Madar’s skills in guiding, leading and determining the strategic direction of our company since its inception together with Mr.
−Removed: Benacin, in addition to his contacts in the fragrance and cosmetic industry, render him qualified to serve as a member of our board of directors.
+Added: Madar’s skills in guiding, leading and determining the strategic direction of our company since
+Added: its inception together with Mr.
+Added: Benacin, in addition to his contacts in the fragrance and cosmetic industry, render him qualified
+Added: to serve as a member of our board of directors.
Philippe Benacin
−Removed: Benacin, age 63, a Director, is President of our Company and the Chief Executive Officer of Interparfums SA, has been the Vice Chairman of the Board since September 1991, and is a co-founder of our company with Mr.
−Removed: He was elected the Executive Vice President in September 1991, Senior Vice President in April 1993, and President of the Company in January 1994.
−Removed: In addition, he has been the President of our Company and Chief Executive Officer of Interparfums SA for more than the past five years.
−Removed: Benacin graduated from The French University for Economic and Commercial Sciences (ESSEC) in 1983.
+Added: 64, a Director, is President of our Company and the Chief Executive Officer of Interparfums SA, has been the Vice Chairman of
+Added: the Board since September 1991, and is a co-founder of our Company with Mr.
+Added: He was elected the Executive Vice President
+Added: in September 1991, Senior Vice President in April 1993, and President of the Company in January 1994.
+Added: In addition, he has been
+Added: the President of our Company and Chief Executive Officer of Interparfums SA for more than the past five years.
+Added: Benacin graduated
+Added: from The French University for Economic and Commercial Sciences (ESSEC) in 1983.
In June 2014 Mr.
−Removed: Benacin was elected as a member of the Supervisory Board of Vivendi, and Chairman of its Corporate Governance, Nominations and Remuneration Committee.
−Removed: We believe that Mr.
−Removed: Benacin’s skills in guiding, leading and determining the strategic direction of our company since its inception together with Mr.
−Removed: Madar, in addition to his contacts in the fragrance and cosmetic industry, render him qualified to serve as a member of our board of directors.
−Removed: Russell Greenberg
−Removed: Greenberg, age 65, the Chief Financial Officer, was Vice-President, Finance when he joined the Company in June 1992;
−Removed: became Executive Vice President in April 1993;
−Removed: and was appointed to our board of directors in February 1995.
−Removed: He is a certified public accountant licensed in the State of New York, and is a member of the American Institute of Certified Public Accountants and the New York State Society of Certified Public Accountants.
−Removed: After graduating from The Ohio State University in 1980, he was employed in public accounting until he joined our company in June 1992.
+Added: Benacin was elected as a member
+Added: of the Supervisory Board of Vivendi, and Chairman of its Corporate Governance, Nominations and Remuneration Committee.
+Added: Benacin’s skills in guiding, leading and determining the strategic direction of our company since its inception
+Added: together with Mr.
+Added: Madar, in addition to his contacts in the fragrance and cosmetic industry, render him qualified to serve as
+Added: a member of our board of directors.
+Added: Michel Atwood
+Added: Atwood, age 53, became our Chief
+Added: Financial Officer on September 6, 2022, succeeding Mr.
+Added: Russell Greenberg, the former Chief Financial Officer, who retired on that
+Added: Atwood was first elected to our Board of Directors at the 2022 Annual Meeting held in September 2022.
+Added: From September
+Added: 2018 through March 2022 while at Estée Lauder, Mr.
+Added: Atwood had strategic oversight for the fragrance category across that
+Added: company and operational accountability for several of its fragrance brands.
+Added: He also had senior level merger and acquisition (“M&A”)
+Added: duties, including acquisition integration and brand divestitures/discontinuations.
+Added: Over his nearly four years at Estée
+Added: Lauder, he also drove cross-brand synergies across research and development and supply chain for the fragrance category.
+Added: February 2017 to August 2018, he was an independent consultant as an M&A advisor on multiple fragrance license acquisitions
+Added: and also acted as a private investor.
+Added: From 1995 to 2017,
+Added: Atwood has held several executive positions at Procter & Gamble (“P&G”) in France, Switzerland, Italy and
+Added: His final title at P&G was Divisional CFO of Global Prestige Fragrances, leading a 90 member team, and ultimately
+Added: spearheading the divestiture of that division to Coty.
+Added: Earlier he was CFO Global Markets – Prestige Fragrances, a business
+Added: generating over $2 billion in sales, where he headed a globally dispersed team of 60 people supporting the go-to-market organization
+Added: (affiliates, Travel Retail and distributors) of the Prestige Division.
+Added: Before that, he was Global Prestige Director of Strategic
+Added: Planning, Licensing and Acquisition shaping and executing the overall business direction and licensing and acquisition strategy
+Added: of P&G’s Global Fragrance and Premium skin and cosmetics businesses.
+Added: Michel Atwood holds
+Added: a Master’s degree in Software Engineering from the Institut National des Sciences Appliquées of Lyon, and a Master’s
+Added: in International Finance from HEC Paris, the prestigious French business school.
+Added: He also earned the designation of Certified Management
+Added: Accountant from the Institute of Management Accountants.
+Added: He has a truly international background, working/living in France, Switzerland,
+Added: the U.S., Canada, Turkey and Italy.
We believe that Mr.
−Removed: Greenberg’s skills in accounting and tax, as well as his knowledge of the fragrance industry and our Company’s operations, render him qualified to serve as a member of our board of directors.
+Added: Atwood’s skills and experience in accounting, international tax,
+Added: mergers and acquisitions, as well as his knowledge of the fragrance industry, render him qualified to serve as a member of our
+Added: board of directors.
Philippe Santi
−Removed: Philippe Santi, age 59, and a Director since December 1999, is the Executive Vice President and Chief Financial Officer of Interparfums SA.
−Removed: Santi, who is a Certified Accountant and Statutory Auditor in France, has been the Chief Financial Officer of Interparfums SA since February 1995.
+Added: Philippe Santi, age
+Added: 61, and a Director since December 1999, is the Executive Vice President and Chief Financial Officer of Interparfums SA.
+Added: who is a Certified Accountant and Statutory Auditor in France, has been the Chief Financial Officer of Interparfums SA since February
Prior to February 1995, Mr.
1 unchanged sentence
We believe that Mr.
−Removed: Santi’s skills in accounting and tax, as well as his knowledge of the fragrance industry and our Company’s European operations, render him qualified to serve as a member of our board of directors.
+Added: Santi’s skills in accounting and tax, as well as his knowledge of the fragrance industry and our Company’s
+Added: European operations, render him qualified to serve as a member of our board of directors.
Francois Heilbronn
−Removed: Heilbronn, age 60, a Director since 1988, an independent director and a member of the Audit Committee, Nominating Committee and the Executive Compensation and Stock Option Committee, is a graduate of Harvard Business School with a Master of Business Administration degree and is currently the managing partner of the consulting firm of M.M.
+Added: Heilbronn, age
+Added: 61, a Director since 1988, an independent director and a member of the Audit Committee, Nominating Committee and the Executive
+Added: Compensation and Stock Option Committee, is a graduate of Harvard Business School with a Master of Business Administration degree
+Added: and is currently the managing partner of the consulting firm of M.M.
Friedrich, Heilbronn & Fiszer.
−Removed: He was formerly employed by The Boston Consulting Group, Inc.
+Added: He was formerly employed
+Added: by The Boston Consulting Group, Inc.
from 1988 through 1992 as a manager.
−Removed: Heilbronn graduated from Institut d’ Etudes Politiques de Paris in June 1983.
+Added: Heilbronn graduated from Institut d’ Etudes
+Added: Politiques de Paris in June 1983.
From 1984 to 1986, he worked as a financial analyst for Lazard Freres & Co.
−Removed: In addition, during 2009, Mr.
+Added: during 2009, Mr.
Heilbronn became an Associate Professor in Business Strategy at Sciences Po, Paris, France.
−Removed: As the result of his business and financial acumen, as well as his experience as managing partner of a business consulting firm in the area of mergers and acquisitions of large international companies in retail, consumer goods and consumer services throughout the world, we believe Mr.
+Added: As the result of his
+Added: business and financial acumen, as well as his experience as managing partner of a business consulting firm in the area of mergers
+Added: and acquisitions of large international companies in retail, consumer goods and consumer services throughout the world, we believe
Heilbronn is qualified to serve as a member of our board of directors.
Robert Bensoussan
−Removed: Robert Bensoussan, age 63, has been a Director since March 1997, and is also an independent director.
−Removed: Bensoussan is the founder of Sirius Equity Consultants, a retail and branded luxury goods Investment Company.
−Removed: Bensoussan remains as an investor in C.A.R.O.L, the AI driven fitness equipment, Hapy Sweet Bee Ltd, natural health food products, Eaglemoss Ltd, UK part-works publisher and Patchwork, a Parisian co-working company.
−Removed: He was previously Chairman of Camaïeu, the French retail conglomerate, a board member of Celio International, the French retail conglomerate and Vivarte representing the GLG hedge fund.
+Added: Robert Bensoussan,
+Added: age 65, has been a Director since March 1997, and is also an independent director.
+Added: Bensoussan is the founder of Sirius Equity
+Added: Consultants, a retail and branded luxury goods investment company.
+Added: Bensoussan remains as an investor in Hapy Sweet
+Added: Bee Ltd, natural health food products,
+Added: He was previously
+Added: Chairman of Camaïeu, the French retail conglomerate, a board member of Celio International, the French retail conglomerate
+Added: and Vivarte representing the GLG hedge fund.
In the latter part of 2019, Mr.
−Removed: Bensoussan resigned after 6 years as the only non-North American board member of lululemon athletica Inc.
+Added: Bensoussan resigned after 6 years as the only non-North
+Added: American board member of lululemon athletica Inc.
Following the successful sale in 2021, Mr.
−Removed: Bensoussan stepped down from the board of Feelunique.com one of Europe’s largest online beauty retailer’s after serving 9 years.
−Removed: He is also a member of the Advisory Board of Pictet Bank Premium Brands Fund and sits on the board of Pronovias, the worldwide leader of wedding dresses owned by BC Partners, Yonderland, Europe’s largest premium outdoor retailer, SNS, a prominent aspirational streetwear and entertainment hub and Internet Fusion Group, a leading e-commerce site for niche lifestyle products.
+Added: Bensoussan stepped down from the
+Added: board of Feelunique.com, one of Europe’s largest online beauty retailers after serving 9 years.
+Added: He is a member of the
+Added: Advisory Board of Pictet Bank Premium Brands Fund and sits on the board of Pronovias, the worldwide leader of wedding dresses.
+Added: Yonderland, Europe’s largest premium outdoor retailer and SNS, a prominent aspirational streetwear and entertainment hub.
Previously Mr.
−Removed: Bensoussan was as director of, and had an indirect ownership interest J.
−Removed: Choo Limited until July 2011, and was CEO from 2001 to 2007, and was a member of the Board of Jimmy Choo Ltd, a privately held luxury shoe wholesaler and retailer, from 2001 to 2011.
+Added: Bensoussan was as director of, and had an indirect ownership interest in, J.
+Added: Choo Limited until July 2011, and was CEO from 2001
+Added: to 2007, and was a member of the Board of Jimmy Choo Ltd, from 2001 to 2011, which had been a privately held luxury shoe wholesaler
+Added: and retailer.
We believe Mr.
−Removed: Bensoussan is qualified to serve as a member of our board of directors due to his business and financial acumen, as well as his experience in the retail and branded luxury goods market.
+Added: is qualified to serve as a member of our board of directors due to his business and financial acumen, as well as his experience
+Added: in the retail and branded luxury goods market.
Patrick Choël
−Removed: Choël, age 78, was appointed to the board of directors in June 2006 as an independent director, and is a member of the Audit Committee, Nominating Committee and the Executive Compensation and Stock Option Committee.
−Removed: Choël is a director of our majority-owned subsidiary, Interparfums SA, a publicly held company, and Christian Dior and Guerlain, both privately held companies.
−Removed: He is also the manager of Université 82, a business consultant and advisor.
−Removed: For approximately 10 years, through March 2004, Mr.
−Removed: Choël was the President and CEO of two divisions of LVMH Moet Hennessy Louis Vuitton S.A., first Parfums Christian Dior, a leading world-wide prestige beauty/fragrances business, and later, the LVMH Perfumes and Cosmetics Division, which included such well-known brands as Parfums Christian Dior, Guerlain, and Parfums Givenchy, among others.
−Removed: Prior to such time, for approximately 30 years, he held various executive positions at Unilever, including President and CEO of Elida Fabergé France and President and CEO of Chesebrough Pond’s USA.
−Removed: Because of this experience, especially in the prestige beauty business, we believe that Mr.
+Added: age 79, was appointed to the board of directors in June 2006 as an independent director, and is a member of the Audit Committee,
+Added: Nominating Committee and the Executive Compensation and Stock Option Committee.
+Added: Choël is a director of our majority-owned
+Added: subsidiary, Interparfums SA, a publicly held company, and Christian Dior a privately held company.
+Added: For approximately 10 years,
+Added: through March 2004, Mr.
+Added: Choël was the President and CEO of two divisions of LVMH Moet Hennessy Louis Vuitton S.A., first
+Added: Parfums Christian Dior, a leading world-wide prestige beauty/fragrances business, and later, the LVMH Perfumes and Cosmetics Division,
+Added: which included such well-known brands as Parfums Christian Dior, Guerlain, and Parfums Givenchy, among others.
+Added: Prior to such time,
+Added: for approximately 30 years, he held various executive positions at Unilever, including President and CEO of Elida Fabergé
+Added: France and President and CEO of Chesebrough Pond’s USA.
+Added: Because of this experience, especially in the prestige beauty business,
+Added: we believe that Mr.
Choël is qualified to serve as a member of our board of directors.
−Removed: Michel Dyens, age 81 and an independent director, is the Founder, Chairman and Chief Executive Officer of Michel Dyens & Co., which he founded over 25 years ago.
+Added: Michel Dyens, age 82
+Added: and an independent director, is the Founder, Chairman and Chief Executive Officer of Michel Dyens & Co., which he founded over
+Added: 25 years ago.
With headquarters in New York and Paris, Michel Dyens & Co.
−Removed: is a leading independent investment banking firm focused on mergers and acquisitions.
−Removed: Michel Dyens & Co.
−Removed: has vast experience in luxury goods, beauty, spirits and other premium branded consumer goods in which it has concluded numerous landmark deals.
+Added: is a leading independent investment banking firm
+Added: focused on mergers and acquisitions.
Michel Dyens & Co.
−Removed: has advised in such deals as the sale of the Grey Goose ultra-premium vodka brand to Bacardi, the acquisition of the luxury Swiss watchmaker Hublot by LVMH, the sale of the Harry Winston to Aber Diamond Corporation and Boucheron to Kering.
+Added: has vast experience in luxury goods, beauty, spirits and other premium
+Added: branded consumer goods in which it has concluded numerous landmark deals.
Michel Dyens & Co.
−Removed: represented the owners of Liaigre, the luxury furniture brand, in the sale to Symphony International and Navis Capital, and Casa Dragones, the ultra-premium tequila, in the sale to BDT Partners (Byron Trott).
+Added: has advised in such deals as the
+Added: sale of the Grey Goose ultra-premium vodka brand to Bacardi, the acquisition of the luxury Swiss watchmaker Hublot by LVMH, the
+Added: sale of the Harry Winston to Aber Diamond Corporation and Boucheron to Kering.
Michel Dyens & Co.
−Removed: recently represented the owners of Buly, the luxury French fragrance and beauty brand, in the sale to LVMH and the owners of Blissim, the French leader in beauty subscription e-commerce, and online beauty retail for an investment by Raise Investissement.
+Added: represented the owners of
+Added: Liaigre, the luxury furniture brand, in the sale to Symphony International and Navis Capital, and Casa Dragones, the ultra-premium
+Added: tequila, in the sale to BDT Partners (Byron Trott).
+Added: In 2021, Michel
+Added: represented the owners of Buly, the luxury French fragrance and beauty brand, in the sale to LVMH and the owners
+Added: of Blissim, the French leader in beauty subscription e-commerce, and online beauty retail for an investment by Raise Investissement.
In addition, he has just sold We11done, the Korean contemporary fashion and lifestyle brand, to Sequoia Capital.
−Removed: Michel Dyens & Co.
−Removed: was the exclusive advisor to Creed in the sale of the ultra-luxury fragrance company Creed BlackRock Long Term Private Capital, and represented Mr.
−Removed: ChinWook Lee, the founder and CEO of Dr.
+Added: was the exclusive advisor to Creed in the sale of the ultra-luxury fragrance company Creed BlackRock Long Term
+Added: Private Capital, and represented Mr.
+Added: Chin Wook Lee, the founder and CEO of Dr.
Jart+, in the sale of Have & Be Co.
1 unchanged sentence
Michel Dyens & Co.
−Removed: also advised the owner of the ultra-luxury fragrance brand By Kilian, in the sale to Estée Lauder.
+Added: also advised the owner of the ultra-luxury fragrance brand By
+Added: Kilian, in the sale to Estée Lauder.
Michel Dyens & Co.
−Removed: advised the shareholders of the largest independent hair color and hair care company in Brazil, Niely Cosmeticos in the sale of the company to L’Oréal, as well as the owner of the super-premium liqueur St-Germain in the sale of the brand to Bacardi, the Colomer Group (American Crew and CND/Shellac brands) in its sale to Revlon, and Sidney Frank Importing Company in the sale of the company to Jaegermeister.
−Removed: Other transactions include the sale of the Essie cosmetics business to L’Oréal, the sale of TIGI (BedHead and Catwalk brands) to Unilever, the luxury hair care brand Christophe Robin to The Hut Group, the thinning hair brand NIOXIN Research Laboratories to Procter & Gamble, John Frieda Professional Hair Care and Molton Brown to the Kao Corporation, the Svedka vodka brand to Constellation Brands and Chambord liqueur to Brown-Forman.
−Removed: In the mission-driven field, Michel Dyens & Co.
−Removed: recently represented ClimateCare, a prominent UK carbon-offset business, in the sale to Averna Capital and represented the founders of Caboo Paper Products a Vancouver, Canada-based tree-free household paper products brand, for an investment by sustainability-focused venture capital firm Renewal Funds.
+Added: advised the shareholders of the largest independent hair
+Added: color and hair care company in Brazil, Niely Cosmeticos in the sale of the company to L’Oréal, as well as the
+Added: owner of the super-premium liqueur St-Germain in the sale of the brand to Bacardi, the Colomer Group (American Crew and
+Added: CND/Shellac brands) in its sale to Revlon, and Sidney Frank Importing Company in the sale of the company to Jaegermeister.
+Added: Other transactions include the sale of the Essie cosmetics business to L’Oréal, the sale of TIGI (BedHead and
+Added: Catwalk brands) to Unilever, the luxury hair care brand Christophe Robin to The Hut Group, the thinning hair brand NIOXIN
+Added: Research Laboratories to Procter & Gamble, John Frieda Professional Hair Care and Molton Brown to the Kao Corporation,
+Added: the Svedka vodka brand to Constellation Brands and Chambord liqueur to Brown-Forman.
+Added: In the mission-driven
+Added: field, Michel Dyens & Co.
+Added: recently represented ClimateCare, a prominent UK carbon-offset business, in the sale to Averna Capital
+Added: and represented the founders of Caboo Paper Products a Vancouver, Canada-based tree-free household paper products brand, for an
+Added: investment by sustainability-focused venture capital firm Renewal Funds.
Among other recent transactions, Michel Dyens & Co.
−Removed: recently represented the Fairtrade and organic coffee brand Ethical Bean Coffee in the sale to Kraft Heinz, and as well as Alter Eco Americas, a leading organic chocolate brand, which we sold to NextWorld Evergreen.
−Removed: In healthy and premium food, Michel Dyens & Co.
−Removed: represented the Fairtrade and organic coffee brand Ethical Bean Coffee in the sale to Kraft Heinz, and as well as Alter Eco Americas, a leading organic chocolate brand, which it sold to NextWorld Evergreen.
−Removed: From April 2004 to September 2014, Mr.
+Added: recently represented the Fairtrade and organic coffee brand Ethical Bean Coffee in the sale to Kraft Heinz, and as well as Alter
+Added: Eco Americas, a leading organic chocolate brand, which we sold to NextWorld Evergreen.
+Added: In healthy and premium
+Added: food, Michel Dyens & Co.
+Added: represented the Fairtrade and organic coffee brand Ethical Bean Coffee in the sale to Kraft Heinz,
+Added: and as well as Alter Eco Americas, a leading organic chocolate brand, which it sold to NextWorld Evergreen.
+Added: From April 2004
+Added: to September 2014, Mr.
Dyens was an independent director of Interparfums SA.
We believe Mr.
−Removed: Dyens is qualified to serve as a member of our board of directors thanks to his knowledge of our company’s luxury business, his business and financial acumen, as well as his experience in the luxury goods market.
+Added: Dyens is qualified to serve as a member
+Added: of our board of directors thanks to his knowledge of our Company’s luxury business, his business and financial acumen, as
+Added: well as his experience in the luxury goods market.
Veronique Gabai-Pinsky
−Removed: Gabai-Pinsky, age 56, was elected for the first time to our board in September 2017.
+Added: Gabai-Pinsky,
+Added: age 57, was elected for the first time to our board in September 2017.
She became a director of Interparfums SA in April 2017.
She is currently operating a startup specialty fragrance business, and a director of Lifetime Brands (Nasdaq:
−Removed: LCUT), which is in the home goods business.
−Removed: She was President of Vera Wang Group from January 2016 through June 2018, after a year of consulting with the company and she oversaw all product categories and markets.
+Added: LCUT), which is
+Added: in the home goods business.
+Added: She was President of Vera Wang Group from January 2016 through June 2018, after a year of consulting
+Added: with the company and she oversaw all product categories and markets.
Prior to joining Vera Wang, from 2006 to December 2014, Ms.
−Removed: Gabai-Pinsky was the Global President for Aramis and Designers Fragrances as well as Beauty Bank and Idea Bank at The Estée Lauder Companies, reporting to the Chief Executive Officer of such company.
+Added: Gabai-Pinsky was the Global President for Aramis and Designers Fragrances as well as Beauty Bank and Idea Bank at The Estée
+Added: Lauder Companies, reporting to the Chief Executive Officer of such company.
During her tenure, Ms.
−Removed: Gabai-Pinsky developed and ensured the growth of several beauty and skin care brands, including Lab Series for Men.
−Removed: She was highly instrumental in the evolution of the fragrance category for such company, as she improved its overall business model, globally grew brands such as Donna Karan and Michael Kors, evolved and harmonized the portfolio, divested dilutive brands and brought in Tory Burch, Zegna and Marni under licenses.
−Removed: She ultimately actively participated in the acquisitions of Le Labo, Frederic Malle, and By Kilian and assisted in the transformation of the long-term strategic direction of such company.
−Removed: In the earlier years of her career, Ms.
−Removed: Gabai-Pinsky served as Vice President of Marketing and Communication for Guerlain, a division of LVMH Moet Hennessy Louis Vuitton S.A., where she led the successful re-launch of Shalimar, the introduction of Aqua Allegoria, and contributed to the re-focus of the beauty category around its pillars, Terracotta, Meteorites and Issima, while redesigning all communication strategies and content.
−Removed: She started her career at L’Oréal, and was also Vice President of Marketing for Giorgio Armani, where she was instrumental in the overall development of its fragrance business by developing the successful Acqua di Gio for men and introducing the Emporio Armani franchise.
−Removed: A graduate from ESSEC Business School in Paris, France, she has received several awards, including Marketer of the Year by Women’s Wear Daily in December 2013.
−Removed: Gabai-Pinksy is an independent director, and is a member of the Audit Committee, Executive Compensation and Stock Option Committee and the Nominating Committee of our company.
+Added: Gabai-Pinsky developed and
+Added: ensured the growth of several beauty and skin care brands, including Lab Series for Men.
+Added: She was highly instrumental in the evolution
+Added: of the fragrance category for such company, as she improved its overall business model, globally grew brands such as Donna Karan
+Added: and Michael Kors, evolved and harmonized the portfolio, divested dilutive brands and brought in Tory Burch, Zegna and Marni under
+Added: She ultimately actively participated in the acquisitions of Le Labo, Frederic Malle, and By Kilian and assisted in the
+Added: transformation of the long-term strategic direction of such company.
+Added: In the earlier years
+Added: of her career, Ms.
+Added: Gabai-Pinsky served as Vice President of Marketing and Communication for Guerlain, a division of LVMH Moet Hennessy
+Added: Louis Vuitton S.A., where she led the successful re-launch of Shalimar, the introduction of Aqua Allegoria, and contributed to
+Added: the re-focus of the beauty category around its pillars, Terracotta, Meteorites and Issima, while redesigning all communication
+Added: strategies and content.
+Added: She started her career at L’Oréal, and was also Vice President of Marketing for Giorgio Armani,
+Added: where she was instrumental in the overall development of its fragrance business by developing the successful Acqua di Gio for men
+Added: and introducing the Emporio Armani franchise.
+Added: A graduate from ESSEC Business School in Paris, France, she has received several
+Added: awards, including Marketer of the Year by Women’s Wear Daily in December 2013.
+Added: is an independent director, and is a member of the Audit Committee, Executive Compensation and Stock Option Committee and the
+Added: Nominating Committee of our Company.
We believe Ms.
−Removed: Gabi-Pinsky is qualified to serve as a member of our board of directors due to her more than 25 years of experience in the luxury, fashion, beauty and fragrance fields, success as a brand builder, creative thinker, business acumen, and a broad understanding of consumers, brands and business models.
+Added: Gabi-Pinsky is qualified to serve as a member of our board of directors due
+Added: to her more than 25 years of experience in the luxury, fashion, beauty and fragrance fields, success as a brand builder, creative
+Added: thinker, business acumen, and a broad understanding of consumers, brands and business models.
Gilbert Harrison
−Removed: Harrison, age 81, an independent director, was appointed to our board in April 2018.
−Removed: Harrison has more than 50 years of experience in corporate finance and strategic transactions, specializing in the consumer products space.
−Removed: He began his career in 1965 practicing corporate and securities law in New York and Philadelphia.
−Removed: In 1971 he founded Financo, which he grew to become one of the leading independent middle market transaction firms in the country.
−Removed: In 1985, Financo was acquired by Lehman Brothers, where the firm’s primary efforts were focused on increasing its expertise in retail, apparel and other merchandising transactions of all types.
−Removed: At Lehman, Mr.
−Removed: Harrison was Chairman of the Merchandising Group and on the firm’s Investment Banking Operating Committee while continuing as Chairman of Financo, which was renamed the Middle Market Group of Lehman.
−Removed: In 1989, he re-acquired Financo from Lehman, re-establishing Financo as one of the leading investment banking firms handling transactions and providing strategic advice in connection with merchandising companies.
−Removed: Harrison retired as Chairman of Financo in December of 2017, after which he formed the Harrison Group, a firm that provides consulting and financial advisory services to merchandising and products companies.
−Removed: Harrison’s other activities include his membership on the Advisory Council of the World Retail Congress, Shoptalk and the Financial Times Business of Luxury Summit.
−Removed: Additionally, he has created a course on mergers and acquisitions at The Wharton School and has published various articles and academic studies on the state of retailing and mergers and acquisitions, including a chapter in the book entitled, “The Mergers and Acquisitions Handbook.” Mr.
−Removed: Harrison lectures throughout the country, including chairing seminars for Retail Week as well as for the International Council of Shopping Centers, the National Retail Federation, Young President’s Center, The Wharton Aresty Institute of Executive Education and The President’s Association of the American Management Association.
+Added: Harrison, age 82,
+Added: an independent director, was appointed to our board in April 2018.
+Added: Harrison has more than 50 years of experience in corporate
+Added: finance and strategic transactions, specializing in the consumer products space.
+Added: He began his career in 1965 practicing corporate
+Added: and securities law in New York and Philadelphia.
+Added: In 1971 he founded Financo, which he grew to become one of the leading independent
+Added: middle market transaction firms in the country.
+Added: In 1985, Financo was acquired by Lehman Brothers, where the firm’s primary
+Added: efforts were focused on increasing its expertise in retail, apparel and other merchandising transactions of all types.
+Added: Harrison was Chairman of the Merchandising Group and on the firm’s Investment Banking Operating Committee while continuing
+Added: as Chairman of Financo, which was renamed the Middle Market Group of Lehman.
+Added: In 1989, he re-acquired Financo from Lehman, re-establishing
+Added: Financo as one of the leading investment banking firms handling transactions and providing strategic advice in connection with
+Added: merchandising companies.
+Added: Harrison retired as Chairman of Financo in December of 2017, after which he formed the Harrison Group,
+Added: a firm that provides consulting and financial advisory services to merchandising and products companies.
+Added: other activities include his membership on the Advisory Council of the World Retail Congress, Shoptalk and the Financial Times
+Added: Business of Luxury Summit.
+Added: Additionally, he has created a course on mergers and acquisitions at The Wharton School and has published
+Added: various articles and academic studies on the state of retailing and mergers and acquisitions, including a chapter in the book entitled,
+Added: “The Mergers and Acquisitions Handbook.” Mr.
+Added: Harrison lectures throughout the country, including chairing seminars
+Added: for Retail Week as well as for the International Council of Shopping Centers, the National Retail Federation, Young President’s
+Added: Center, The Wharton Aresty Institute of Executive Education and The President’s Association of the American Management Association.
He also appears frequently on Bloomberg TV and CNBC as an expert on retail and apparel.
−Removed: Harrison received a Bachelor of Science in Economics from The Wharton School of The University of Pennsylvania in 1962 and his Juris Doctor from The University of Pennsylvania Law School in 1965.
−Removed: He is also Chairman of the Fashion Division of UJA, Treasurer and a Board member of the Southampton Hospital, Director of the Peggy Guggenheim Collection, and former Board member of the Wharton School of the University of Pennsylvania.
+Added: Harrison received
+Added: a Bachelor of Science in Economics from The Wharton School of The University of Pennsylvania in 1962 and his Juris Doctor from
+Added: The University of Pennsylvania Law School in 1965.
+Added: He is also Chairman of the Fashion Division of UJA, Treasurer and a Board member
+Added: of the Southampton Hospital, Director of the Peggy Guggenheim Collection, and former Board member of the Wharton School of the
+Added: University of Pennsylvania.
We believe Mr.
−Removed: Harrison is qualified to serve as a member of our board of directors due to his tremendous depth and breadth of knowledge about the merchandising and consumer industry, and he has a long track record of facilitating value-creating transactions for companies in this sector.
−Removed: Harrison just finished his autobiography, Deal Junky , which was published in January 2022.
+Added: Harrison is qualified to serve as a member of our board of directors due to his tremendous
+Added: depth and breadth of knowledge about the merchandising and consumer industry, and he has a long track record of facilitating value-creating
+Added: transactions for companies in this sector.
+Added: Harrison’s autobiography, Deal Junky , was published in January 2022.
Frederic Garcia-Pelayo
−Removed: Frederic Garcia-Pelayo, age 60, has been with Interparfums SA for more than the past 20 years.
−Removed: He is currently the Executive Vice President and Chief Operating Officer of Interparfums SA, and was previously the Director of its Luxury and Fashion division beginning in March 2005.
−Removed: He was also previously the Director of Marketing and Distribution for Perfume and Cosmetics and was first named Executive Vice President in 2004.
−Removed: Section 16(a) Beneficial Ownership Reporting Compliance
−Removed: Based solely upon a review of Forms 3, 4 and 5 and any amendments to such forms furnished to us, and written representations from various reporting persons furnished to us, we are not aware of any reporting person who has failed to file the reports required to be filed under Section 16(a) of the Securities Exchange Act of 1934 on a timely basis.
+Added: Frederic Garcia-Pelayo,
+Added: age 61, has been with Interparfums SA for more than the past 20 years.
+Added: He is currently the Executive Vice President and Chief Operating
+Added: Officer of Interparfums SA, and was previously the Director of its Luxury and Fashion division beginning in March 2005.
+Added: also previously the Director of Marketing and Distribution for Perfume and Cosmetics and was first named Executive Vice President
+Added: Section 16(a) Beneficial Ownership
+Added: Reporting Compliance
+Added: Based solely upon a
+Added: review of Forms 3, 4 and 5 and any amendments to such forms furnished to us, and written representations from various reporting
+Added: persons furnished to us, we are not aware of any reporting person who has failed to file the reports required to be filed under
+Added: Section 16(a) of the Securities Exchange Act of 1934 on a timely basis.
Executive Compensation
Compensation Discussion and Analysis
−Removed: The executive compensation and stock option committee of our board of directors is comprised entirely of independent directors and oversees all elements of compensation (base salary, annual bonus, long-term incentives and perquisites) of our company’s executive officers and administers our company’s stock option plans, other than the non-employee directors stock option plan, which is self-executing.
−Removed: The objectives of our compensation program are designed to strike a balance between offering sufficient compensation to either retain existing or attract new executives on the one hand, and maintaining compensation at reasonable levels on the other hand.
−Removed: We do not have the resources comparable to the cosmetic giants in our industry, and, accordingly, cannot afford to pay excessive executive compensation.
−Removed: In furtherance of these objectives, our executive compensation packages generally include a base salary, as well as annual incentives tied to individual performance and long-term incentives tied to our operating performance.
−Removed: Madar, the Chairman and Chief Executive Officer, takes the initiative after discussions with Mr.
−Removed: Russell Greenberg, Executive Vice President, Chief Financial Officer and a Director, and recommends executive compensation levels for executives for United States operations.
−Removed: Benacin, the Chief Executive Officer of Interparfums SA, takes the initiative after discussions with Philippe Santi, the Chief Financial Officer of Interparfums SA, and recommends executive compensation levels for executives for European operations.
−Removed: The recommendations are presented to the compensation committee for its consideration, and the compensation committee makes a final determination regarding salary adjustments and annual award amounts to executives, including Jean Madar and Philippe Benacin.
−Removed: Madar and Benacin are not present during deliberations or determination of their executive compensation by the compensation committee.
+Added: The executive compensation
+Added: and stock option committee of our board of directors is comprised entirely of independent directors and oversees all elements of
+Added: compensation (base salary, annual bonus, long-term incentives and perquisites) of our company’s executive officers and administers
+Added: our company’s stock option plans, other than the non-employee directors stock option plan, which is self-executing.
+Added: The objectives of our
+Added: compensation program are designed to strike a balance between offering sufficient compensation to either retain existing or attract
+Added: new executives on the one hand, and maintaining compensation at reasonable levels on the other hand.
+Added: We do not have the resources
+Added: comparable to the cosmetic giants in our industry, and, accordingly, cannot afford to pay excessive executive compensation.
+Added: furtherance of these objectives, our executive compensation packages generally include a base salary, as well as annual incentives
+Added: tied to individual performance and long-term incentives tied to our operating performance.
+Added: During 2022 and
+Added: prior years, Mr.
+Added: Madar, the Chairman and Chief Executive Officer, took the initiative after discussions with Mr.
+Added: Russell Greenberg,
+Added: the former Executive Vice President, Chief Financial Officer and board member, and recommended executive compensation levels for
+Added: executives for United States operations.
+Added: Benacin, the Chief Executive Officer of Interparfums SA, took the initiative after
+Added: discussions with Philippe Santi, the Chief Financial Officer of Interparfums SA, and recommended executive compensation levels
+Added: for executives for European operations.
+Added: The recommendations are presented to the compensation committee for its consideration,
+Added: and the compensation committee makes a final determination regarding salary adjustments and annual award amounts to executives,
+Added: including Jean Madar and Philippe Benacin.
+Added: Madar and Benacin are not present during deliberations or determination of
+Added: their executive compensation by the compensation committee.
Further, Messrs.
−Removed: Madar and Benacin, in addition to being executive officers and directors, are our largest beneficial shareholders, and therefore, their interests are aligned with our shareholder base in keeping executive compensation at a reasonable level.
−Removed: The compensation committee was pleased that the most recent shareholder advisory vote on executive compensation held at our last annual meeting of shareholders in October 2021 overwhelmingly approved the compensation policies and decisions of the compensation committee.
−Removed: The compensation committee has determined to continue its present compensation policies in order to determine similar future decisions.
−Removed: Our compensation committee believes that individual executive compensation is at a level comparable with executives in other companies of similar size and stage of development that operate in the fragrance industry, and takes into account our company’s performance as well as our own strategic goals.
−Removed: Further, the compensation committee believes that its present policies to date, with its emphasis on rewarding performance, has served to focus the efforts of our executives, which in turn has permitted our company to weather the pandemic and economic and political turmoil in certain parts of the world, which resulted in the Company’s record results for 2021.
+Added: Madar and Benacin, in addition to being executive
+Added: officers and directors, are our largest beneficial shareholders, and therefore, their interests are aligned with our shareholder
+Added: base in keeping executive compensation at a reasonable level.
+Added: The compensation committee
+Added: was pleased that the most recent shareholder advisory vote on executive compensation held at our last annual meeting of shareholders
+Added: in September 2022 overwhelmingly approved the compensation policies and decisions of the compensation committee.
+Added: The compensation
+Added: committee has determined to continue its present compensation policies in order to determine similar future decisions.
+Added: Our compensation
+Added: committee believes that individual executive compensation is at a level comparable with executives in other companies of similar
+Added: size and stage of development that operate in the fragrance industry, and takes into account our company’s performance as
+Added: well as our own strategic goals.
+Added: Further, the compensation committee believes that its present policies to date, with its emphasis
+Added: on rewarding performance, has served to focus the efforts of our executives, which in turn has permitted our company to weather
+Added: the COVID-19 pandemic, supply chain disruptions and geopolitical turmoil in certain parts of the world, which resulted in the
+Added: Company’s record results for 2022.
During 2022, the members of such committee consisted of Messrs.
−Removed: Heilbronn and Choël, and Ms.
+Added: Heilbronn and Choël,
Gabai-Pinsky.
Elements of Compensation
−Removed: The compensation of our executive officers is generally comprised of base salaries, including a fee paid to the holding companies of each of Messrs.
+Added: The compensation of
+Added: our executive officers is generally comprised of base salaries, including a fee paid to the holding companies of each of Messrs.
Madar and Benacin, annual cash bonuses and long-term equity incentive awards.
−Removed: In determining specific components of compensation, the compensation committee considers individual performance, level of responsibility, skills and experience, other compensation awards or arrangements and overall company performance.
−Removed: The compensation committee reviews and approves all elements of compensation for all of our executive officers taking into consideration recommendations from the Chief Executive Officer of our company and the Chief Executive Officer of Interparfums SA, as well as information regarding compensation levels at competitors in our industry.
−Removed: Our named executive officers have all been with the company for more than the past ten (10) years, with Messrs.
+Added: In determining specific components of compensation,
+Added: the compensation committee considers individual performance, level of responsibility, skills and experience, other compensation
+Added: awards or arrangements and overall company performance.
+Added: The compensation committee reviews and approves all elements of compensation
+Added: for all of our executive officers taking into consideration recommendations from the Chief Executive Officer of our company and
+Added: the Chief Executive Officer of Interparfums SA, as well as information regarding compensation levels at competitors in our industry.
+Added: Our named executive
+Added: officers have all been with the Company for more than the past ten (10) years, other than Mr.
+Added: Atwood who joined our Company in
+Added: September 2022, with Messrs.
Madar and Benacin being founders of the Company.
−Removed: Madar and Greenberg for United States operations, and Benacin and Santi for European operations, are most familiar with the individual performance, level of responsibility, skills and experience of each executive officer in their respective operating segments, the compensation committee relies upon the information provided by such executive officers in determining individual performance, level of responsibility, skills and experience of each executive officer.
−Removed: The compensation committee views the competitive marketplace very broadly, which would include executive officers from both public and privately held companies in general, including fashion and beauty companies, but not limited to the peer companies contained in the corporate performance graph contained in our annual report.
−Removed: Generally, rather than tie the compensation committee’s determination of compensation proposals to any specific peer companies, the members of our committee have used their business experience, judgment and knowledge to review the executive compensation proposals recommended to them by Mr.
+Added: Madar and Greenberg, the former Chief
+Added: Financial Officer and Executive Vice President for United States operations, and Benacin and Santi for European operations, were
+Added: most familiar with the individual performance, level of responsibility, skills and experience of each executive officer in their
+Added: respective operating segments, the compensation committee relies upon the information provided by such executive officers in determining
+Added: individual performance, level of responsibility, skills and experience of each executive officer.
+Added: The compensation committee
+Added: views the competitive marketplace very broadly, which would include executive officers from both public and privately held companies
+Added: in general, including fashion and beauty companies, but not limited to the peer companies contained in the corporate performance
+Added: graph contained in our annual report.
+Added: Generally, rather than tie the compensation committee’s determination of compensation
+Added: proposals to any specific peer companies, the members of our committee have used their business experience, judgment and knowledge
+Added: to review the executive compensation proposals recommended to them by Mr.
Madar for United States operations and Mr.
−Removed: Benacin for European operations.
−Removed: As such, as a general rule the compensation committee did not determine the need to “benchmark” of any material item of compensation or overall compensation.
+Added: European operations.
+Added: As such, as a general rule the compensation committee did not determine the need to benchmark of any material
+Added: item of compensation or overall compensation.
However, in connection with the salary increase to Mr.
−Removed: Madar that occurred in February 2020, surveys of both peer companies and companies with comparable market capitalizations were used by the compensation committee as one of the factors in reaching such determination.
−Removed: The members of the compensation committee have extensive experience and business acumen and are well qualified in determining the appropriateness of executive compensation levels.
−Removed: Heilbronn is a managing partner of a business consulting firm in the area of mergers and acquisitions of large international companies in retail, consumer goods and consumer services throughout the world.
−Removed: Choël is presently a business consultant and advisor, who previously worked as President and Chief Executive Officer of two divisions of LVMH Moet Hennessy Louis Vuitton S.A., which included such well-known brands as Parfums Christian Dior, Guerlain, and Parfums Givenchy.
−Removed: Choël has also been President and CEO of both Elida Fabergé France and Chesebrough Ponds USA.
−Removed: Gabai-Pinsky, the final committee member, has executive experience as the former President of Vera Wang Group, as well as the Global President for Aramis and Designers Fragrances in addition to Beauty Bank and Idea Bank at The Estée Lauder Companies.
−Removed: Base salaries for executive officers are initially determined by evaluating the responsibilities of the position held and the experience of the individual, and by reference to the competitive marketplace for executive talent.
−Removed: Base salaries for executive officers are reviewed on an annual basis, and adjustments are determined by evaluating our operating performance, the performance of each executive officer, as well as whether the nature of the responsibilities of the executive has changed.
−Removed: As stated above, as Messrs.
−Removed: Madar and Greenberg for United States operations, and Benacin and Santi for European operations, are most familiar with the individual performance, level of responsibility, skills and experience of each executive officer in their respective segments, the committee relies upon the information provided by such executive officers in determining individual performance, level of responsibility, skills and experience of each executive officer.
−Removed: For executive officers of United States operations, the bulk of their annual compensation is in base salary including a fee paid to the holding company for Mr.
+Added: Madar that occurred in February
+Added: 2020, surveys of both peer companies and companies with comparable market capitalizations were used by the compensation committee
+Added: as one of the factors in reaching such determination.
+Added: The members of the
+Added: compensation committee have extensive experience and business acumen and are well qualified in determining the appropriateness
+Added: of executive compensation levels.
+Added: Heilbronn is a managing partner of a business consulting firm in the area of mergers and
+Added: acquisitions of large international companies in retail, consumer goods and consumer services throughout the world.
+Added: previously worked as President and Chief Executive Officer of two divisions of LVMH Moet Hennessy Louis Vuitton S.A., which included
+Added: such well-known brands as Parfums Christian Dior, Guerlain, and Parfums Givenchy.
+Added: Choël has also been President and CEO
+Added: of both Elida Fabergé France and Chesebrough Ponds USA.
+Added: Gabai-Pinsky, the final committee member, has executive experience
+Added: as the former President of Vera Wang Group, as well as the Global President for Aramis and Designers Fragrances in addition to
+Added: Beauty Bank and Idea Bank at The Estée Lauder Companies.
+Added: Base salaries for executive
+Added: officers are initially determined by evaluating the responsibilities of the position held and the experience of the individual,
+Added: and by reference to the competitive marketplace for executive talent.
+Added: Base salaries for executive officers are reviewed on an annual
+Added: basis, and adjustments are determined by evaluating our operating performance, the performance of each executive officer, as well
+Added: as whether the nature of the responsibilities of the executive has changed.
+Added: As stated above,
+Added: Madar and Greenberg for United States operations, and Messrs.
+Added: Benacin and Santi for European operations, were most
+Added: familiar with the individual performance, level of responsibility, skills and experience of each executive officer in their respective
+Added: segments, the committee relied upon the information provided by such executive officers in determining individual performance,
+Added: level of responsibility, skills and experience of each executive officer.
+Added: For executive officers
+Added: of United States operations, the bulk of their annual compensation is in base salary including a fee paid to the holding company
Madar for services rendered outside the United States.
−Removed: However, for executive officers of European operations base salary comprises a smaller percentage of overall compensation.
−Removed: We have paid a lower percentage of overall compensation in the form of base salary to executive officers of European operations for several years, principally because European operations historically have had higher profitability than United States operations, and European operations are run differently from United States operations by the Chief Executive Officer of European operations, Mr.
−Removed: As the result of this historically higher profitability, European operations have had the ability to pay higher bonus compensation in addition to base salary.
−Removed: As bonus compensation is and has historically been discretionary, no targets were set in order to maintain flexibility.
−Removed: Further, if results of operations for European operations were not satisfactory (again, no target amounts were set to maintain flexibility), then bonus compensation, as well as overall compensation could be lowered without otherwise affecting base salary.
−Removed: Finally, by keeping annual bonus compensation at a higher percentage of overall compensation and base salary at a lower percentage, our company benefits because the base amount for annual salary adjustments would be smaller.
−Removed: COVID-19 Impact
−Removed: It is important to note that 2020 salary increases and 2019 bonus compensation awards were determined prior to the full impact the global COVID-19 pandemic, the imposition of worldwide governmental lockdowns, and the resultant negative impact on the Company’s operations.
−Removed: During the balance of the pandemic and related impacts through December 31, 2020, no employees were terminated or furloughed from United States operations.
−Removed: Interparfums SA did avail itself of a small French government plan for unemployment insurance for its employees.
−Removed: For 2020, there were no reductions or deferrals in salaries of any executive officers or employees.
−Removed: For 2021, as the result of the continuing impacts of the COVID-19 pandemic, after the recommendations of Messrs.
−Removed: Madar and Benacin, the compensation committee determined that no executive officer would receive any increase in base salary.
−Removed: In addition, there were no increases in the fees paid to the respective holding companies of Messrs.
−Removed: Madar and Benacin.
−Removed: For 2021, although Mr.
−Removed: Benacin received the same base salary as he did in 2020, his salary was affected by foreign currency conversion rates and was $804,000 for 2021.
+Added: However, for executive officers of European operations base salary
+Added: comprises a smaller percentage of overall compensation.
+Added: We have paid a lower percentage of overall compensation in the form of
+Added: base salary to executive officers of European operations for several years, principally because European operations historically
+Added: have had higher profitability than United States operations, and European operations are run differently from United States operations
+Added: by the Chief Executive Officer of European operations, Mr.
+Added: As the result of this historically higher profitability, European
+Added: operations have had the ability to pay higher bonus compensation in addition to base salary.
+Added: As bonus compensation is and has historically
+Added: been discretionary, no targets were set in order to maintain flexibility.
+Added: Further, if results of operations for European operations
+Added: were not satisfactory (again, no target amounts were set to maintain flexibility), then bonus compensation, as well as overall
+Added: compensation could be lowered without otherwise affecting base salary.
+Added: Finally, by keeping annual bonus compensation at a higher
+Added: percentage of overall compensation and base salary at a lower percentage, our company benefits because the base amount for annual
+Added: salary adjustments would be smaller.
+Added: For the impact
+Added: of COVID-19 on executive compensation in 2020 and 2021, please see our Annual Report on Form 10-K for the fiscal year ended December
+Added: 31, 2021, under Item 11, Item 11.
+Added: Executive Compensation, Compensation Discussion and Analysis , Covid-19 Impact ,
+Added: which is incorporated by reference herein.
For 2022, Mr.
−Removed: Benacin received a modest increase in base salary of $14,000 to $789,000, which is comparable to the modest increase in base salary of $13,000 in 2019.
−Removed: Benacin’s base salary includes $250,000 paid by the Company’s United States operations to Mr.
−Removed: Benacin’s holding company for each of the past three years, in accordance with the consulting agreement with Mr.
−Removed: Benacin’s holding company, which provides for review on an annual basis of the amount of compensation payable to such company.
−Removed: The compensation committee considered the following salient factors in authorizing payment to Mr.
−Removed: Benacin’s holding company— services rendered to United States operations for several years by Mr.
−Removed: Benacin in connection with licensing and distribution of international brands, as well as future services to be performed by Mr.
−Removed: Benacin internationally relating to licensing and distribution of international brands for United States operations.
−Removed: Benacin values the services of two named executive officers of Interparfums SA, Mr.
−Removed: Philippe Santi, Executive Vice President and the Chief Financial Officer, and Mr.
−Removed: Frederic Garcia-Pelayo, Executive Vice President and Chief Operating Officer, equally, their base salaries, as well as their bonus compensation discussed below, have been in lockstep.
−Removed: For 2021, the base salary of each of Messrs.
−Removed: Santi and Garcia-Pelayo was €408,000, as no executive officer received any increase in base salary due the continuing impact of the COVID-19 pandemic.
+Added: received a base salary of $756,000, (included an increase of €12,000 but due to the foreign currency conversion this is showing
+Added: as a decrease when compared to 2021), and Mr.
+Added: Benacin’s holding company received $250,000 paid by the Company’s United
+Added: States operations, which is included the calculation of his base salary.
+Added: This same consulting fee has been paid for more than
+Added: each of the past three years, in accordance with the consulting agreement with Mr.
+Added: Benacin’s holding company, which provides
+Added: for review on an annual basis of the amount of compensation payable to such company.
+Added: For 2021, although
+Added: Benacin received the same base salary as he did in 2020, his salary was affected by foreign currency conversion rates and was
+Added: $804,000 for 2021.
+Added: For 2020, Mr.
+Added: Benacin received a modest increase in base salary of $14,000 to $789,000.
+Added: The compensation committee
+Added: considered the following salient factors in authorizing payment to Mr.
+Added: Benacin’s holding company— services rendered
+Added: to United States operations for several years by Mr.
+Added: Benacin in connection with licensing and distribution of international brands,
+Added: as well as future services to be performed by Mr.
+Added: Benacin internationally relating to licensing and distribution of international
+Added: brands for United States operations.
+Added: Benacin values
+Added: the services of two named executive officers of Interparfums SA, Mr.
+Added: Philippe Santi, Executive Vice President and the Chief Financial
+Added: Officer, and Mr.
+Added: Frederic Garcia-Pelayo, Executive Vice President and Chief Operating Officer, equally, their base salaries, as
+Added: well as their bonus compensation discussed below, have been in lockstep.
+Added: For 2022, the base
+Added: salary of each of Messrs.
+Added: Santi and Garcia-Pelayo was €432,000, and increase of €24,000.
+Added: For 2021, the base salary of
+Added: each of Messrs.
+Added: Santi and Garcia-Pelayo was €408,000, as no executive officer received any increase in base salary due the
+Added: continuing impact of the COVID-19 pandemic.
However, the base salaries of Messrs.
−Removed: Santi and Garcia-Pelayo in 2021 were affected by foreign currency conversion rates and were both $483,000 for 2021.
+Added: Santi and Garcia-Pelayo in 2021 were affected
+Added: by foreign currency conversion rates and were both $483,000 for 2021.
For 2020, each of Messrs.
−Removed: Santi and Garcia-Pelayo received an increase in base salary of $14,000 to $470,000.
−Removed: Each of Messrs.
−Removed: Santi and Garcia-Pelayo had received an increase of $13,000 in 2019.
−Removed: Increases in prior years were awarded primarily to reward these two executive officers for their contributions in European Operations achieving increases in both the sales and earnings.
−Removed: The compensation committee considered the recommendations of Mr.
−Removed: Benacin, results of operations for the year, as well as the services performed for European operations by Messrs.
+Added: Santi and Garcia-Pelayo received
+Added: an increase in base salary of $14,000 to $470,000.
+Added: Increases in prior years were awarded primarily to reward these two executive
+Added: officers for their contributions in European Operations achieving increases in both the sales and earnings.
+Added: The compensation committee
+Added: considered the recommendations of Mr.
+Added: Benacin, results of operations for the year, as well as the services performed for European
+Added: operations by Messrs.
Santi and Garcia-Pelayo in authorizing these salary levels.
−Removed: A different approach is taken for United States operations as that segment is smaller and less profitable.
−Removed: A more significant base salary is paid in order to attract and retain employees with the skills and talents needed to run the operation with a lesser emphasis placed on bonuses.
+Added: A different approach
+Added: is taken for United States operations as that segment is smaller and less profitable.
+Added: A more significant base salary is paid in
+Added: order to attract and retain employees with the skills and talents needed to run the operation with a lesser emphasis placed on
Neither of the executive officers for United States operations have employment agreements (although Mr.
−Removed: Madar’s personal holding company has a consulting agreement that provides for review on an annual basis of the amount of compensation payable to such company), as we believe that having flexibility in structuring annual base salary is a benefit, which permits us to act quickly to meet a changing economic environment.
−Removed: As previously reported, from 2013 until 2019 the annual aggregate base salary paid to Mr.
−Removed: Madar individually and fees paid to his holding company remained unchanged at $630,000, which was substantially below the amounts indicated by two surveys of chief executive officer salaries for 2019 (collectively the “CEO Salary Surveys”).
−Removed: The CEO Salary Surveys indicated that the annual and median average CEO salaries for peer companies (excluding the Madar salary) were $2,854,656 and $1,540,000, respectively, and $2,604,346 and $1,750,000 for comparable market capitalization companies, respectively.
+Added: personal holding company has a consulting agreement that provides for review on an annual basis of the amount of compensation payable
+Added: to such company), as we believe that having flexibility in structuring annual base salary is a benefit, which permits us to act
+Added: quickly to meet a changing economic environment.
+Added: As previously reported,
+Added: from 2013 until 2019 the annual aggregate base salary paid to Mr.
+Added: Madar individually and fees paid to his holding company remained
+Added: unchanged at $630,000, which was substantially below the amounts indicated by two surveys of chief executive officer salaries
+Added: for 2019 (collectively the “CEO Salary Surveys”).
+Added: The CEO Salary Surveys indicated that the annual and median average
+Added: CEO salaries for peer companies (excluding the Madar salary) were $2,854,656 and $1,540,000, respectively, and $2,604,346 and
+Added: $1,750,000 for comparable market capitalization companies, respectively.
In recognition of the efforts of Mr.
−Removed: Madar and his holding company as one of the prime causes for our substantial increase in net sales and net income, as well as market capitalization from 2014 through 2019, thus substantially increasing shareholder value, on February 4, 2020 the Committees jointly authorized the aggregate annual increase in Mr.
+Added: Madar and his holding
+Added: company as one of the prime causes for our substantial increase in net sales and net income, as well as market capitalization
+Added: from 2014 through 2019, thus substantially increasing shareholder value, on February 4, 2020 the Committee jointly authorized
+Added: the aggregate annual increase in Mr.
Madar’s base salary by $600,000 to $1.23 million effective as of January 1, 2020.
−Removed: For 2021, Mr.
+Added: 2022 and 2021, Mr.
Madar did not receive any increase in base salary.
−Removed: Russell Greenberg, the Executive Vice President and Chief Financial Officer, also did not have any salary increase for 2021, and his base salary remained at $720,000.
−Removed: Previously, he had received the same $30,000 increase in base salary for 2020 and 2019.
−Removed: In connection with the previous increases in salary, the Compensation Committee considered the following material factors in granting Mr.
+Added: Russell Greenberg,
+Added: the former Executive Vice President and Chief Financial Officer, received a $30,000 increase in base salary for 2022 to $750,000
+Added: on an annualized basis, also did not have any salary increase for 2021, when his base salary remained at $720,000.
+Added: he had received the same $30,000 increase in base salary for 2020 and 2019.
+Added: In connection with the previous increases in salary,
+Added: the Compensation Committee considered the following material factors in granting Mr.
Greenberg his salary increases:
−Removed: his individual performance, level of responsibility, skill and experience, as well as the recommendation of the Chief Executive Officer.
−Removed: Bonus Compensation/Annual Incentives
−Removed: As discussed above, we have paid a higher percentage of overall compensation in the form of bonus compensation to executive officers of European operations for several years, principally because European operations historically have had higher profitability than United States operations.
−Removed: As the result of this historically higher profitability, European operations have had the ability to pay higher bonus compensation in addition to base salary.
−Removed: As bonus compensation is discretionary, no targets were set in order to maintain flexibility.
−Removed: Further, if results of operations for European operations were not satisfactory (again, no target amounts were set to maintain flexibility), then bonus compensation, as well as overall compensation could be lowered without otherwise affecting base salary.
−Removed: Individual performance, level of responsibility, skill and experience, were the salient factors considered by the Compensation Committee in awarding bonus compensation described below.
−Removed: In recognition of the Company’s turnaround from the effects of the COVID-19 pandemic and record results in 2021, and after the recommendations of Messrs.
−Removed: Madar and Benacin, the compensation committee determined that Mr.
+Added: his individual
+Added: performance, level of responsibility, skill and experience, as well as the recommendation of the Chief Executive Officer.
+Added: became the Chief Financial Officer in September 2022 after the retirement of Mr.
+Added: Greenberg, was granted a $500,000 annual base
+Added: salary, as well as a signing bonus of $100,000 that was paid in September 2022.
+Added: An additional bonus of $50,000 was also paid in
+Added: December 2022 for the September-December period.
+Added: The Compensation Committee considered the following material factors in approving
+Added: the base salary and guaranteed annual bonus of Mr.
+Added: Atwood for 2022:
+Added: his individual performances, level of responsibilities, skill
+Added: and experience with other companies in the fragrance and cosmetic industry, as well as the recommendation of the Chief Executive
+Added: Bonus Compensation/Annual
+Added: In recognition
+Added: of the Company’s turnaround from the effects of the COVID-19 pandemic, supply chain disruptions and geopolitical turmoil
+Added: in 2022 and record results in 2022, and after the recommendations of Messrs.
+Added: Madar and Benacin, the compensation committee determined
Benacin receive a bonus of $211,000.
−Removed: Benacin, the chief decision maker for European operations, proposed and the compensation committee concurred in the payment of discretionary bonus compensation of $131,000.
−Removed: For his performance in 2019 Mr.
−Removed: Benacin was paid discretionary bonus compensation of $110,000.
−Removed: The discretionary bonus compensation for Mr.
−Removed: Benacin has been approximately 30% of his base salary in 2021, 17%, of his base salary in 2020 and approximately 14% in 2019.
−Removed: In addition, bonus compensation for Messrs.
−Removed: Santi and Garcia-Pelayo have remained in lockstep, and each was awarded a discretionary bonus of $378,000 in 2021 or 78% of their base salary.
−Removed: This compares to $296,000 and $324,000 in 2020 and 2019, respectively, or approximately 63% and 73% of their base salaries for services performed in 2020 and 2019, respectively.
−Removed: A different approach is taken for United States operations as that segment is smaller and less profitable.
−Removed: As discussed above, a more significant base salary is paid in order to attract and retain employees with the skills and talents needed to run United States operations with a lesser emphasis placed on bonuses.
+Added: Also, in recognition of record results in 2021 while dealing with the effects of
+Added: the COVID-19 pandemic, supply chain disruptions and geopolitical turmoil, and after the recommendations of Messrs.
+Added: Madar and Benacin,
+Added: the compensation committee determined that Mr.
+Added: Benacin receive a bonus of $166,000.
+Added: Benacin, the chief decision maker
+Added: for European operations, proposed and the compensation committee concurred in the payment of discretionary bonus compensation
+Added: Discretionary bonus compensation for Mr.
+Added: Benacin has been approximately 28%, 30% and 17% of his base salary in 2022,
+Added: 2021 and 2020, respectively.
+Added: In addition, the Compensation
+Added: Committee agreed with the recommendation of Mr.
+Added: Benacin and the contributions made by Messrs.
+Added: Santi and Garcia-Pelayo to the Company’s
+Added: success and growth.
+Added: Bonus compensation for Messrs.
+Added: Santi and Garcia-Pelayo have remained in lockstep, and each was awarded a discretionary
+Added: bonus of $437,000, $378,000 and $296,000 in 2022, 2021 and 2020, respectively, or 96%, 78% and 63%of their base salary for those
+Added: A different approach
+Added: is taken for United States operations as that segment is smaller and less profitable.
+Added: As discussed above, a more significant base
+Added: salary is paid in order to attract and retain employees with the skills and talents needed to run United States operations with
+Added: a lesser emphasis placed on bonuses.
+Added: In 2022, as Mr.
+Added: Greenberg retired, he did not receive a discretionary bonus.
In 2021, although Mr.
−Removed: Greenberg did not receive any increase in base salary due to the continuing impact of the COVID-19 pandemic, he did receive a discretionary bonus of $70,000 based upon the recommendation of the Chief Executive Officer.
−Removed: Greenberg was paid a discretionary bonus of $35,000 in 2020 and $50,000 in 2019.
+Added: Greenberg did not receive any increase in base
+Added: salary due to the continuing impact of the COVID-19 pandemic, he did receive a discretionary bonus of $70,000 based upon the recommendation
+Added: of the Chief Executive Officer.
+Added: Greenberg was paid a discretionary bonus of $35,000 in 2020 and $50,000 for each of the several
+Added: years prior thereto.
The Compensation Committee considered the following material factors in granting Mr.
Greenberg his bonuses:
−Removed: his individual performance, level of responsibility, skill and experience, as well as the recommendation of the Chief Executive Officer.
−Removed: Madar, the Chief Executive Officer has not received any cash bonus in the past three years.
−Removed: As required by French law, Interparfums SA maintains its own profit sharing plan for all French employees who have completed three months of service, including executive officers of our European operations other than Mr.
+Added: his individual performance, level of responsibility, skill and experience, as well as the recommendation of the Chief Executive
+Added: became the Chief Financial Officer in September 2022 after the retirement of Mr.
+Added: Greenberg, received a sign on bonus of $100,000.
+Added: His compensation arrangement also entitles him to a guaranteed annual bonus of $100,000, as well as a $100,000 bonus based upon
+Added: achieving certain milestones.
+Added: For 2022, Mr.
+Added: Atwood received his $100,000 sign on bonus and $50,000 pro-rated performance bonus
+Added: related to the September-December period.
+Added: The Compensation Committee considered the same factor in granting these two bonuses
+Added: as in approving his initial annualized salary.
+Added: Madar, the Chief
+Added: Executive Officer has not received any cash bonus in the past three years.
+Added: As required by French
+Added: law, Interparfums SA maintains its own profit sharing plan for all French employees who have completed three months of service,
+Added: including executive officers of our European operations other than Mr.
Benacin, the Chief Executive Officer of Interparfums SA.
1 unchanged sentence
The maximum amount payable per year per employee is approximately $32,485.
−Removed: Calculation of the total annual benefits contribution is made according to the following formula:
−Removed: 67% of (Interparfums SA net income, less 2.5% of shareholders’ equity without net income for the year) times a fraction, the numerator of which is wages, and the denominator of which is net income before tax + wages + taxes (other than income tax) + valuation allowances + amortization expenses + interest expenses.
−Removed: Contribution to individual employees is then made pro rata based upon their individual salaries for the year.
+Added: Calculation of the
+Added: total annual benefits contribution is made according to the following formula:
+Added: 67% of (Interparfums SA net income,
+Added: less 2.5% of shareholders’ equity without net income for the year) times a fraction, the numerator of which is wages, and
+Added: the denominator of which is net income before tax + wages + taxes (other than income tax) + valuation allowances + amortization
+Added: expenses + interest expenses.
+Added: Contribution to individual
+Added: employees is then made pro rata based upon their individual salaries for the year.
Long-Term Incentives
Stock Options .
−Removed: In prior years, we have linked long-term incentives with corporate performance through the grant of stock options.
−Removed: However, no options were granted in 2021 or 2020 to either employees of United States operations or European operations, but the compensation committee may choose to do so in the future as part of a review of the executive compensation strategy.
−Removed: Interparfums SA Stock Compensation Plan
−Removed: 2019 Plan – In December 2018, Interparfums SA approved a plan to grant an aggregate of 26,600 shares of its stock to employees with no performance condition requirement, and an aggregate of 133,000 shares to officers and managers, subject to certain corporate performance conditions.
−Removed: The shares, subject to adjustment for stock splits, will be distributed in June 2022.
−Removed: Under this plan in June 2022, Messrs.
−Removed: Benacin, Madar, Garcia Pelayo and Santi are estimated to receive 4,000 shares each, all subject to adjustment for stock splits.
−Removed: In June 2020, the performance conditions were modified effecting 96 employees.
−Removed: As of December 31, 2021, the number of shares to be distributed, after forfeited shares and adjusted for stock splits, increased to 172,343.
−Removed: The increase in shares anticipated to be distributed were transferred from treasury shares at the Interparfums SA level.
−Removed: The modification resulted in a revised cost of the grant to approximately $4.6 million.
−Removed: In connection with the 2019 Plan referred to above, an incentive plan was established by Interparfums SA for certain employees of Interparfums Luxury Brands, Inc.
+Added: In prior years, we had linked long-term incentives with corporate performance through the grant of stock options.
+Added: options were granted in 2021 or 2020 to either employees of United States operations or European operations, as other compensation
+Added: arrangements were being considered as part of a review of the executive compensation strategy.
+Added: In December 2022, at the recommendation
+Added: of the Chief Executive Officer, the Compensation Committee authorized the grant of a stock option to purchase 5,000 shares to
+Added: Atwood at the fair market value on the date of grant as part of his long-term incentives.
+Added: Unless the market price of our common
+Added: stock increases, Mr.
+Added: Atwood will have no tangible benefit from this option.
+Added: Thus, the option holder is provided with the additional
+Added: incentive to increase individual performance with the ultimate goal of increasing our overall performance.
+Added: We believe that enhanced
+Added: executive incentives that result in increased corporate performance tend to build company loyalty.
+Added: No other stock option grants
+Added: were made to other executive officers in 2022, including Messrs.
+Added: Jean Madar and Philippe Benacin.
+Added: Interparfums SA
+Added: Stock Compensation Plans
+Added: 2022 Free Share
+Added: Plan – On March 16, 2022, the Board of Interparfums SA (“IPSA”) decided to grant 88,400 free shares of its
+Added: capital stock to all of the IPSA’s employees and corporate officers having more than 6 months seniority at the grant date.
+Added: The free shares are to be issued in June 2025.
+Added: Issuance of those shares are based on satisfaction of performance conditions, relating
+Added: to the 2024 IPSA sales for 50% of the shares and 2024 operating income for the balance.
+Added: IPSA used the services
+Added: of third party to assist them in the valuation of the plan, with the calculations and assumptions as follows:
+Added: - Management expects the rate of staff turnover to be 12%,
+Added: - Using the Monte Carlo method, management expects the performance rate to be 80% on the consolidated
+Added: sales and 80.8% on the consolidated operating income.
+Added: Based on the above
+Added: assumptions, the total expenses related to this plan is valued at $3.3 million.
+Added: As of December 31,
+Added: - 63,281 shares of IPSA Capital
+Added: Stock, representing $3.0 million were purchased in the open market and allocated to this
+Added: $1.0 million of
+Added: expense was recorded (or $1.2 million including social contributions).
+Added: – In December 2018, Interparfums SA approved a plan to grant an aggregate of 26,600 shares of its stock to employees with
+Added: no performance condition requirement, and an aggregate of 133,000 shares to officers and managers, subject to certain corporate
+Added: performance conditions.
+Added: The shares, subject to adjustment for stock splits, were distributed in June 2022.
+Added: Under this plan in
+Added: June 2022, Messrs.
+Added: Benacin, Madar, Garcia Pelayo and Santi received 4,000 shares each (5,857 shares as adjusted for stock splits).
+Added: In June 2020, the performance
+Added: conditions were modified effecting 96 employees.
+Added: As of December 31, 2021, the number of shares to be distributed, after forfeited
+Added: shares and adjusted for stock splits, increased to 172,343.
+Added: The increase in shares anticipated to be distributed were transferred
+Added: from treasury shares at the Interparfums SA level.
+Added: The modification resulted in a revised cost of the grant to approximately $4.6
+Added: In connection with
+Added: the 2019 Plan referred to above, an incentive plan was established by Interparfums SA for certain employees of Interparfums Luxury
(“IPLB”), Interparfums Singapore (“IP Singapore”) and Inter Parfums, Inc.
−Removed: The proposed incentive plan would not provide shares but rather, would give a cash payment or bonus (“incentive” or “award”) that mirrors the shares that Interparfums SA employees will receive.
−Removed: An aggregate of 42,140 “phantom” shares have been awarded with Mr.
+Added: The proposed incentive
+Added: plan would not provide shares but rather, would give a cash payment or bonus (“incentive” or “award”) that
+Added: mirrors the shares that Interparfums SA employees will receive.
+Added: An aggregate of 42,140 “phantom” shares have been awarded
+Added: in 2022, with Mr.
Greenberg being awarded 1,000 of such “phantom” shares, all subject to adjustment for stock splits,
−Removed: Stock Appreciation Rights
−Removed: Our stock option plans authorize us to grant stock appreciation rights, or SARs.
−Removed: A SAR represents a right to receive the appreciation in value, if any, of our common stock over the base value of the SAR.
+Added: with a value of approximately $69,839.
+Added: Stock Appreciation
+Added: Our stock option plans
+Added: authorize us to grant stock appreciation rights, or SARs.
+Added: A SAR represents a right to receive the appreciation in value, if any,
+Added: of our common stock over the base value of the SAR.
To date, we have not granted any SARs under our plans.
−Removed: While the compensation committee currently does not plan to grant any SARs under our plans, it may choose to do so in the future as part of a review of the executive compensation strategy.
+Added: While the compensation
+Added: committee currently does not plan to grant any SARs under our plans, it may choose to do so in the future as part of a review of
+Added: the executive compensation strategy.
Restricted Stock
−Removed: We have not in the past, and we do not have any future plans to grant restricted stock to our executive officers.
−Removed: However, while the compensation committee currently does not plan to authorize any restricted stock plans, the compensation committee may choose to do so in the future as part of a review of the executive compensation strategy.
−Removed: Our French operating subsidiary, Interparfums, SA, however, has instituted its 2019 Stock Compensation Plans as discussed above.
+Added: We have not in
+Added: the past, and we do not have any future plans to grant restricted stock to our executive officers.
+Added: However, while the compensation
+Added: committee currently does not plan to authorize any restricted stock plans, the compensation committee may choose to do so in the
+Added: future as part of a review of the executive compensation strategy.
+Added: Our French operating subsidiary, Interparfums, SA, however,
+Added: has instituted its 2022 and 2019 Stock Compensation Plans as discussed above.
Other Compensation
1 unchanged sentence
Benacin and Garcia-Pelayo received an automobile allowance of $11,372.
−Removed: No Stock Ownership Guidelines
−Removed: We do not require any minimum level of stock ownership by any of our executive officers.
+Added: No Stock Ownership
+Added: We do not require any
+Added: minimum level of stock ownership by any of our executive officers.
As stated above, Messrs.
−Removed: Madar and Benacin, are our largest beneficial shareholders, which aligns their interests with our shareholder base in keeping executive compensation at a reasonable level.
−Removed: Retirement and Pension Plans
−Removed: We maintain a 401(k) plan for United States operations.
−Removed: Commencing in 2021 we started matching the first $6,000 of contribution for each employee, as we have determined that base compensation together with annual bonuses, are sufficient incentives to retain talented employees.
+Added: Madar and Benacin, are our largest
+Added: beneficial shareholders, which aligns their interests with our shareholder base in keeping executive compensation at a reasonable
+Added: Retirement and Pension
+Added: We maintain a 401(k)
+Added: plan for United States operations.
+Added: Commencing in October 2021 we started matching the first $6,000 of contribution for each employee,
+Added: as we have determined that base compensation together with annual bonuses, are sufficient incentives to retain talented employees.
Our European operations maintain a pension plan for its employees as required by French law.
−Removed: For each of 2021.
−Removed: 2020 and 2019, each of Messrs.
−Removed: Benacin, Santi and Garcia-Pelayo received an increase of $17,773, $17,500, and $16,789, respectively, in their value of deferred compensation earnings.
+Added: For each of 2022, 2021and 2020, each
+Added: Benacin, Santi and Garcia-Pelayo received an increase of $16,006, $17,773 and $17,500, respectively, in their value
+Added: of deferred compensation earnings.
Compensation Committee Report
−Removed: We have reviewed and discussed with management the Compensation Discussion and Analysis provisions to be included in this Annual Report on Form 10-K for fiscal year ended December 31, 2021 and the proxy statement for the upcoming annual meeting of shareholders.
−Removed: Based on this review and discussion, we recommend to the board of directors that the Compensation Discussion and Analysis referred to above be included in this Annual Report on Form 10-K as well as the proxy statement for the upcoming annual meeting of shareholders.
+Added: We have reviewed and
+Added: discussed with management the Compensation Discussion and Analysis provisions to be included in this Annual Report on Form 10-K
+Added: for fiscal year ended December 31, 2022 and the proxy statement for the upcoming annual meeting of shareholders.
+Added: Based on this
+Added: review and discussion, we recommend to the board of directors that the Compensation Discussion and Analysis referred to above be
+Added: included in this Annual Report on Form 10-K as well as the proxy statement for the upcoming annual meeting of shareholders.
Francois Heilbronn
1 unchanged sentence
Veronique Gabai-Pinsky
−Removed: following table sets forth a summary of all compensation awarded to, earned by or paid to our “named executive officers,”
−Removed: who are our principal executive officer, our principal financial officer, and each of the three most highly compensated executive
−Removed: officers of our company.
−Removed: This table covers all such compensation during fiscal years ended December 31, 2021, December 31, 2020
−Removed: and December 31, 2019.
−Removed: For all compensation related matters disclosed in the summary compensation table, and elsewhere where applicable,
−Removed: all amounts paid in euro have been converted to U.S.
+Added: The following table
+Added: sets forth a summary of all compensation awarded to, earned by or paid to our “named executive officers,” who are our
+Added: principal executive officer, our principal financial officer, and each of the three most highly compensated executive officers
+Added: of our company.
+Added: This table covers all such compensation during fiscal years ended December 31, 2022, December 31, 2021 and December
+Added: For all compensation related matters disclosed in the summary compensation table, and elsewhere where applicable, all
+Added: amounts paid in euro have been converted to U.S.
dollars at the average rate of exchange in each year.
3 unchanged sentences
Pension Value
−Removed: Chief Executive Officer
+Added: Chief Executive
Russell Greenberg,
−Removed: Chief Financial Officer and
+Added: Chief Financial
Executive Vice President
−Removed: Philippe Benacin, President Inter
−Removed: Parfums, Inc., Chief Executive
−Removed: Officer of Interparfums SA
−Removed: Philippe Santi, Executive Vice
−Removed: President and Chief Financial
+Added: Michel Atwood (5)
+Added: Chief Financial
+Added: Philippe Benacin,
+Added: President Inter
+Added: Parfums, Inc., Chief
+Added: Officer of Interparfums
+Added: Philippe Santi,
+Added: Executive Vice
+Added: President and Chief
+Added: Officer, Interparfums
+Added: Garcia-Pelayo,
+Added: Executive Vice President
+Added: Chief Operating
Officer Interparfums SA
−Removed: Frédéric Garcia-Pelayo,
−Removed: Executive Vice President and
−Removed: Chief Operating Officer Interparfums SA
−Removed: Amounts reflected
−Removed: under Option Awards represent the grant date fair values in 2021, 2020 and 2019 based on the fair value of stock option awards
−Removed: using a Black-Scholes option pricing model.
−Removed: The assumptions used in this model are detailed in Footnote 13 to the audited
−Removed: consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021 and filed with the
−Removed: As required by French
−Removed: law, Interparfums SA maintains its own profit sharing plan for all French employees who have completed three months of service,
−Removed: including executive officers of our European operations other than Mr.
−Removed: Benacin, the Chief Executive Officer of Interparfums
−Removed: Benefits are calculated based upon a percentage of taxable income of Interparfums SA and are allocated to employees based
+Added: Amounts reflected under Option Awards represent the grant date fair values in 2022, 2021 and 2020 based on the fair value of stock option awards using a Black-Scholes option pricing model.
+Added: The assumptions used in this model are detailed in Footnote 13 to the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2022 and filed with the SEC.
+Added: As required by French law, Interparfums SA maintains its own profit sharing plan for all French employees who have completed three months of service, including executive officers of our European operations other than Mr.
+Added: Benacin, the Chief Executive Officer of Interparfums SA.
+Added: Benefits are calculated based upon a percentage of taxable income of Interparfums SA and are allocated to employees based upon salary.
The maximum amount payable per year is approximately $32,485.
−Removed: of total annual benefits contribution is made according to the following formula:
−Removed: of (Interparfums SA net income, less 2.5% of shareholders’ equity without net income for the year) times a fraction, the
−Removed: numerator of which is wages, and the denominator of which is net income before tax + wages + taxes (other than income tax) + valuation
−Removed: allowances + amortization expenses + interest expenses.
−Removed: to individual employees is then made pro rata based upon their individual salaries for the year.
−Removed: following table identifies (i) perquisites and other personal benefits provided to our named executive officers in fiscal
−Removed: 2021, and quantifies those required by SEC rules to be quantified and (ii) all other compensation that is required by
−Removed: SEC rules to be separately identified and quantified.
−Removed: and Principal Position
+Added: Calculation of total
+Added: annual benefits contribution is made according to the following formula:
+Added: 67% of (Interparfums SA net income,
+Added: less 2.5% of shareholders’ equity without net income for the year) times a fraction, the numerator of which is wages, and
+Added: the denominator of which is net income before tax + wages + taxes (other than income tax) + valuation allowances + amortization
+Added: expenses + interest expenses.
+Added: Contribution to individual
+Added: employees is then made pro rata based upon their individual salaries for the year.
+Added: The following table identifies (i) perquisites
+Added: and other personal benefits provided to our named executive officers in fiscal 2022, and quantifies those required by SEC
+Added: rules to be quantified and (ii) all other compensation that is required by SEC rules to be separately identified and quantified.
+Added: Greenberg retired in September
+Added: Atwood replaced Mr.
+Added: on September 6, 2022.
+Added: His base salary was prorated from $500,000, annually.
+Added: Name and Principal Position
Jean Madar, Chairman
13 unchanged sentences
Interparfums SA
−Removed: stock options were granted to the executive officers of our company listed in the Summary Compensation Table during the past fiscal
−Removed: SA Stock Compensation Plan.
−Removed: options were granted by Interparfums SA to the executive officers of our company listed in the Summary Compensation Table during
−Removed: the past fiscal year.
−Removed: SA Profit Sharing Plan
−Removed: as discussed above and required by French law, Inter Parfums, SA maintains its own profit sharing plan for all French employees
−Removed: who have completed three months of service, including executive officers of our European operations other than Mr.
−Removed: Chief Executive Officer of Inter Parfums, SA.
−Removed: Benefits are calculated based upon a percentage of taxable income of Interparfums
−Removed: SA and allocated to employees based upon salary.
+Added: Plan Based Awards
+Added: The following table
+Added: sets certain information relating to each grant of an award made by our company to the executive officers of our company listed
+Added: in the Summary Compensation Table during the past fiscal year.
+Added: Grants of Plan-Based Awards
+Added: Estimated Future Payouts Under
+Added: Non-Equity Incentive Plan Awards
+Added: Estimated Future Payouts Under
+Added: Equity Incentive Plan Awards
+Added: All Other Stock Awards:
+Added: Number of Shares of Stock or
+Added: All Other Option Awards:
+Added: Number of Securities Underlying
+Added: Exercise or Base Price of Option
+Added: Threshold ($)
+Added: Threshold (#)
+Added: Russell Greenberg
+Added: Philippe Benacin
+Added: Philippe Santi
+Added: Frédéric Garcia-Pelayo
+Added: Interparfums SA
+Added: Stock Compensation Plan
+Added: The following table
+Added: sets certain information relating to each grant of an award made by Interparfums SA to the executive officers of our company listed
+Added: in the Summary Compensation Table during the past fiscal year.
+Added: Equity awards relate to the shares of Interparfums SA.
+Added: Grants of Plan-Based Awards
+Added: Estimated Future Payouts Under
+Added: Non-Equity Incentive Plan Awards
+Added: Estimated Future Payouts Under
+Added: Equity Incentive Plan Awards
+Added: All Other Stock Awards:
+Added: Number of Shares of Stock or
+Added: All Other Option Awards:
+Added: Number of Securities Underlying
+Added: Exercise or Base Price of Option
+Added: Threshold ($)
+Added: Threshold (#)
+Added: Russell Greenberg
+Added: Philippe Benacin
+Added: Philippe Santi
+Added: Philippe Santi
+Added: Frédéric Garcia-Pelayo
+Added: Frédéric Garcia-Pelayo
+Added: NA means not applicable.
+Added: Interparfums SA
+Added: Profit Sharing Plan
+Added: Also as discussed above
+Added: and required by French law, Inter Parfums, SA maintains its own profit sharing plan for all French employees who have completed
+Added: three months of service, including executive officers of our European operations other than Mr.
+Added: Benacin, the Chief Executive Officer
+Added: of Inter Parfums, SA.
+Added: Benefits are calculated based upon a percentage of taxable income of Interparfums SA and allocated to employees
+Added: based upon salary.
The maximum amount payable per year per employee is approximately $32,485.
−Removed: Equity Awards at Fiscal Year-End
−Removed: following table sets forth certain information relating to outstanding equity awards of our Company held by the executive officers
−Removed: listed in the Summary Compensation Table as of December 31, 2021.
+Added: Calculation of total
+Added: annual benefits contribution is made according to the following formula:
+Added: 67% of (Interparfums
+Added: SA net income, less 2.5% of shareholders equity without net income for the year) times a fraction, the numerator of which is wages,
+Added: and the denominator of which is net income before tax + wages + taxes (other than income tax) + valuation allowances + amortization
+Added: expenses + interest expenses.
+Added: The following table
+Added: sets certain information relating to each grant of a non-equity award made by Interparfums SA to the executive officers of our
+Added: company listed in the Summary Compensation Table during the past fiscal year.
+Added: Equity awards relate to the shares of Interparfums
+Added: Outstanding Equity Awards at Fiscal
+Added: The following table
+Added: sets forth certain information relating to outstanding equity awards of our Company held by the executive officers listed in the
+Added: Summary Compensation Table as of December 31, 2022.
+Added: Option Awards
Exercisable (1)
Unexercisable
+Added: Equity Incentive
Russell Greenberg
+Added: Michel Atwood
Philippe Benacin
1 unchanged sentence
Frédéric Garcia-Pelayo
−Removed: from table above ]
−Removed: All options expire
−Removed: 6 years from the date of grant, and vest 20% each year commencing one year after the date of grant.
−Removed: Options are held
−Removed: in the name of personal holding company.
−Removed: following table sets certain information relating to outstanding equity awards granted by Interparfums SA, our majority-owned
−Removed: French subsidiary which has its shares traded on the NYSE Euronext, held by the executive officers of our company listed in the
−Removed: Summary Compensation Table as of the end of the past fiscal year.
−Removed: EQUITY AWARDS AT FISCAL YEAR-END
+Added: [ Footnotes from table above ]
+Added: All options expire 6 years from the date of grant, and vest 20% each year commencing one year after the date of grant.
+Added: Options are held in the name of personal holding company.
+Added: The following table
+Added: sets certain information relating to outstanding equity awards granted by Interparfums SA, our majority-owned French subsidiary
+Added: which has its shares traded on the NYSE Euronext, held by the executive officers of our company listed in the Summary Compensation
+Added: Table as of the end of the past fiscal year.
+Added: OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OF INTERPARFUMS SA
−Removed: of Securities Underlying Unexercised Options (#) Exercisable)
−Removed: of Securities Underlying Unexercised Options (#) Unexercisable
−Removed: Incentive Plan Awards:
+Added: Option Awards
+Added: Number of Securities
+Added: Underlying Unexercised Options (#) Exercisable)
+Added: Number of Securities
+Added: Underlying Unexercised Options (#) Unexercisable
+Added: Equity Incentive
Number of Securities Underlying Unexercised Unearned
+Added: Option Expiration
+Added: Number of Shares
+Added: or Units of Stock that Have Not Vested (#)(1)
of Shares or Units of Stock that Have Not Vested ($)
−Removed: Value of Shares or Units of Stock that Have Not Vested ($)
−Removed: Incentive Plan Awards:
+Added: Equity Incentive
Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)
−Removed: Incentive Plan Awards:
+Added: Equity Incentive Plan Awards:
Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested($)
3 unchanged sentences
Frédéric Garcia-Pelayo
−Removed: Estimated number of shares are to be issued only to the extent that the performance conditions have been met.
−Removed: As of December 31, 2021, the closing price of Interparfums SA as reported by Euronext was 73.50 euros, and the exchange rate was
+Added: 1 Estimated number of shares are to be
+Added: issued only to the extent that the performance conditions have been met.
+Added: 2 As of December 31, 2022, the closing
+Added: price of Interparfums SA as reported by Euronext was 55.60 euros, and the exchange rate was 1.053 U.S.
dollars to 1 euro.
−Removed: Exercises and Stock Vested
−Removed: following table sets forth certain information relating to each option exercise affected during the past fiscal year, and each
−Removed: vesting of stock, including restricted stock, restricted stock units and similar instruments of our company during the past fiscal
−Removed: year, for the executive officers of our company listed in the Summary Compensation Table.
−Removed: EXERCISES AND STOCK VESTED
+Added: Option Exercises and Stock Vested
+Added: The following table
+Added: sets forth certain information relating to each option exercise affected during the past fiscal year, and each vesting of stock,
+Added: including restricted stock, restricted stock units and similar instruments of our company during the past fiscal year, for the
+Added: executive officers of our company listed in the Summary Compensation Table.
+Added: OPTION EXERCISES AND STOCK VESTED
+Added: Option Awards
Russell Greenberg
+Added: Michel Atwood
Philippe Benacin
1 unchanged sentence
Frédéric Garcia-Pelayo
−Removed: from table above]
−Removed: Total value realized
−Removed: on exercise of options in dollars is based upon the difference between the fair market value of the common stock on the date
−Removed: of exercise, and the exercise price of the option.
−Removed: Interparfums SA, our majority-owned French subsidiary which has its shares traded on the Euronext, no options were exercised during
−Removed: the past fiscal year, and there was no vesting of stock, including restricted stock, restricted stock units and similar instruments
−Removed: during the past fiscal year, for the executive officers of our company listed in the Summary Compensation Table.
−Removed: following table sets forth certain information relating to payment of benefits in connection with retirement plans during the
−Removed: past fiscal year, for the executive officers of our company listed in the Summary Compensation Table.
+Added: [Footnotes from table above]
+Added: Total value realized on exercise of options in dollars is based upon the difference between the fair market value of the common stock on the date of exercise, and the exercise price of the option.
+Added: Regarding Interparfums
+Added: SA, our majority-owned French subsidiary which has its shares traded on the Euronext, no options were exercised during the past
+Added: fiscal year, and there was no vesting of stock, including restricted stock, restricted stock units and similar instruments during
+Added: the past fiscal year, for the executive officers of our company listed in the Summary Compensation Table.
+Added: Pension Benefits
+Added: The following table
+Added: sets forth certain information relating to payment of benefits in connection with retirement plans during the past fiscal year,
+Added: for the executive officers of our company listed in the Summary Compensation Table.
+Added: PENSION BENEFITS
Russell Greenberg
+Added: Michel Atwood
Philippe Benacin
−Removed: Inter Parfums SA
+Added: Inter Parfums SA Pension Plan
Philippe Santi
−Removed: Inter Parfums SA
+Added: Inter Parfums SA Pension Plan
Frédéric Garcia-Pelayo
−Removed: Inter Parfums SA
−Removed: Does not include
−Removed: any contributions made by prior employers, or individually by the recipients as such information is confidential under French
−Removed: SA maintains a pension plan for all of its employees, including all executive officers.
−Removed: The calculation of commitments for severance
−Removed: benefits involves estimating the probable present value of projected benefit obligations.
−Removed: This projected benefit obligations are
−Removed: then prorated to take into account seniority of the employees of Interparfums SA on the calculation date.
−Removed: calculating benefits, the following assumptions were applied:
−Removed: voluntary retirement
−Removed: a rate of 45% for
−Removed: employer payroll contributions for all employees;
−Removed: a 4% average annual
−Removed: salary increase;
−Removed: an annual rate of
−Removed: turnover for all employees under 55 years of age and nil above;
−Removed: the TH 00-02 mortality
−Removed: table for men and the TF 00-02 mortality table for women;
−Removed: a discount rate
−Removed: normal retirement age is 65 years, but employees, including Messrs.
−Removed: Benacin, Santi and Garcia-Pelayo, can collect reduced benefits
−Removed: if they retire at age 62.
−Removed: Deferred Compensation
−Removed: do not maintain any nonqualified deferred compensation plans.
−Removed: required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K,
−Removed: we are providing the following information about the relationship of the annual total compensation of our mean employee and the
−Removed: annual total compensation of Mr.
+Added: Inter Parfums SA Pension Plan
+Added: Does not include any contributions made by prior employers, or individually by the recipients as such information is confidential under French law.
+Added: Interparfums SA maintains
+Added: a pension plan for all of its employees, including all executive officers.
+Added: The calculation of commitments for severance benefits
+Added: involves estimating the probable present value of projected benefit obligations.
+Added: This projected benefit obligations are then prorated
+Added: to take into account seniority of the employees of Interparfums SA on the calculation date.
+Added: In calculating benefits,
+Added: the following assumptions were applied:
+Added: voluntary retirement at age 65;
+Added: a rate of 45% for employer payroll contributions for all employees;
+Added: a 3% average annual salary increase;
+Added: an annual rate of turnover for all employees under 55 years of age and nil above;
+Added: the TH 00-02 mortality table for men and the TF 00-02 mortality table for women;
+Added: a discount rate of 3.8%.
+Added: The normal retirement age is 65 years,
+Added: but employees, including Messrs.
+Added: Benacin, Santi and Garcia-Pelayo, can collect reduced benefits if they retire at age 62.
+Added: Nonqualified Deferred Compensation
+Added: We do not maintain
+Added: any nonqualified deferred compensation plans.
+Added: CEO Pay Ratio
+Added: As required by Section
+Added: 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the
+Added: following information about the relationship of the annual total compensation of our mean employee and the annual total compensation
Jean Madar, Chief Executive Officer (the “CEO”):
−Removed: 2021, our last completed fiscal year:
−Removed: Our median employee’s
−Removed: compensation was $69,673
−Removed: Our Chief Executive
−Removed: Officer’s total 2021 compensation was $2,605,915
−Removed: Accordingly, our
−Removed: 2021 CEO to Median Employee Pay Ratio was 37.4 to 1
−Removed: pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records.
−Removed: We identified our median employee using our total employee population as of December 31, 2021 by applying a consistently applied
−Removed: compensation measure across our global employee population.
−Removed: For our consistently applied compensation measure, we used all compensation,
−Removed: including actual base salary, bonuses, commissions, and any overtime paid during the 12-month period ending December 31, 2021.
−Removed: We did not use any material estimates, assumptions, adjustments or statistical sampling to determine the worldwide median employee.
−Removed: SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual
−Removed: total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates
−Removed: and assumptions that reflect their compensation practices.
−Removed: As such, the pay ratio reported by other companies may not be comparable
−Removed: to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different
−Removed: methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
−Removed: and Consulting Agreements
−Removed: part of our acquisition in 1991 of the controlling interest in Interparfums SA, now a subsidiary, we entered into an employment
−Removed: agreement with Philippe Benacin.
−Removed: The agreement provides that Mr.
−Removed: Benacin will be employed as Vice Chairman of the Board and President
−Removed: and Chief Executive Officer of Inter Parfums Holdings and its subsidiary, Interparfums SA.
−Removed: The initial term expired on September
−Removed: 2, 1992, and has subsequently been automatically renewed for additional annual periods.
−Removed: The agreement provides for automatic annual
−Removed: renewal terms, unless either party terminates the agreement upon 120 days’ notice.
−Removed: For 2021, Mr.
−Removed: Benacin received an annual
−Removed: salary of approximately $804,000, and automobile expenses of approximately $12,774 which are subject to increase at the discretion
−Removed: of the board of directors.
−Removed: The agreement also provides for indemnification and a covenant not to compete for one year after termination
−Removed: of employment.
−Removed: 2014, we entered into a consulting agreement with Mr.
−Removed: Benacin’s holding company, Philippe Benacin Holding SAS, which provides
−Removed: for review on an annual basis of the amount of compensation payable to such company.
−Removed: The agreement also provides for indemnification
−Removed: Benacin and his holding company and a covenant not to compete for one year after termination of the agreement.
−Removed: The agreement
−Removed: was for one year, with automatic one year renewals unless either party terminates on 120 days’ notice or Mr.
−Removed: Benacin ceases
−Removed: to be the President of our company.
−Removed: For 2019 through 2021 Mr.
−Removed: Benacin’s personal holding company received $250,000 each
−Removed: year for services rendered outside of the United States by Mr.
−Removed: Benacin in his capacity as President.
−Removed: In addition, in December
−Removed: 2018 and December 2019, we granted options to purchase 25,000 shares for the benefit of Mr.
−Removed: Benacin, which were granted to his
−Removed: personal holding company instead of Mr.
−Removed: Benacin directly.
−Removed: 2013, we enter into a consulting agreement with Mr.
−Removed: Madar’s holding company, Jean Madar Holding SAS, which provides for
−Removed: review on an annual basis of the amount of compensation payable to such company.
−Removed: The agreement also provides for indemnification
−Removed: Madar and his holding company and a covenant not to compete for one year after termination of the agreement.
−Removed: The agreement
−Removed: was for one year, with automatic one year renewals unless either party terminates on 120 days’ notice or Mr.
−Removed: to be the Chief Executive Officer of our company.
−Removed: As discussed above, in view of receiving substantially less than the annual
−Removed: and median average CEO salaries for peer companies and companies with comparable market capitalization, in early February 2020
−Removed: Madar’s base salary was increased by $600,000 to $1.23 million effective as of January 1, 2020, and allocated so
−Removed: that the annual base salary for Jean Madar individually was $285,000, and the fees to Jean Madar Holding SAS were $945,000, effective
−Removed: as of January 1, 2020.
−Removed: For 2021, the compensation to Mr.
−Removed: Madar and the fees paid to Jean Madar Holding SAS were unchanged from
−Removed: In addition, in December 2018 and December 2019, we granted options to purchase 25,000 shares for the benefit of Mr.
−Removed: which were granted to his personal holding company instead of Mr.
−Removed: Madar directly.
−Removed: following table sets forth certain information relating to the compensation for each of our directors who is not an executive
−Removed: officer of our Company named in the Summary Compensation Table for the past fiscal year.
−Removed: Earned or Paid in Cash
+Added: For 2022, our last
+Added: completed fiscal year:
+Added: Our median employee’s compensation
+Added: Our Chief Executive Officer’s total 2022 compensation was $2,460,315
+Added: Accordingly, our 2022 CEO to Median Employee
+Added: Pay Ratio was 37.05 to 1
+Added: This pay ratio is a
+Added: reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records.
+Added: We identified
+Added: our median employee using our total employee population as of December 31, 2022 by applying a consistently applied compensation
+Added: measure across our global employee population.
+Added: For our consistently applied compensation measure, we used all compensation, including
+Added: actual base salary, bonuses, commissions, and any overtime paid during the 12-month period ending December 31, 2022.
+Added: use any material estimates, assumptions, adjustments or statistical sampling to determine the worldwide median employee.
+Added: The SEC rules for identifying
+Added: the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies
+Added: to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect
+Added: their compensation practices.
+Added: As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported
+Added: above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions,
+Added: estimates and assumptions in calculating their own pay ratios.
+Added: Employment and
+Added: Consulting Agreements
+Added: Please see our Annual
+Added: Report on Form 10-K for the year ended December 31, 2021, Item 11 under the heading “ Employment and Consulting Agreements ”
+Added: for a material terms of the employment agreement with Philippe Benacin, individually, and the consulting agreements with, and fees
+Added: and stock options previously granted to, Philippe Benacin Holding SAS and Jean Madar Holding SAS, which is incorporated by reference
+Added: The following table
+Added: sets forth certain information relating to the compensation for each of our directors who is not an executive officer of our Company
+Added: named in the Summary Compensation Table for the past fiscal year.
+Added: DIRECTOR COMPENSATION
+Added: Fees Earned or Paid in Cash
Incentive Plan Compensation
1 unchanged sentence
and Nonqualified Deferred Compensation Earnings
−Removed: Other Compensation
+Added: All Other Compensation
Francois Heilbronn 2
4 unchanged sentences
Gilbert Harrison 7
−Removed: from table above]
+Added: [Footnotes from table above]
Represents gain from exercise of stock options, except for Mr.
−Removed: Harrison, which consists of a $120,000
−Removed: payment made in 2021 to the company controlled by Mr.
+Added: Harrison, which consists of a $120,000 payment made in 2022 to the company controlled by Mr.
Harrison in connection with the acquisition of the Donna Karan license.
−Removed: “Fee for Director’s Company” in Item 13, Certain Relationships and Related Transactions, and Director Independence,
−Removed: in this annual report on Form 10-K.
−Removed: As of the end of
−Removed: the last fiscal year, Mr.
+Added: See “Fee for Director’s Company” in Item 13, Certain Relationships and Related Transactions, and Director Independence, in this annual report on Form 10-K.
+Added: As of the end of the last fiscal year, Mr.
Heilbronn held options to purchase an aggregate of 6,500 shares of our common stock.
−Removed: As of the end of
−Removed: the last fiscal year, Mr.
+Added: As of the end of the last fiscal year, Mr.
Bensoussan held options to purchase an aggregate of 7,500 shares of our common stock.
−Removed: As of the end of
−Removed: the last fiscal year, Mr.
+Added: As of the end of the last fiscal year, Mr.
Choël held options to purchase an aggregate of 5,750 shares of our common stock.
−Removed: As of the end of
−Removed: the last fiscal year, Mr.
+Added: As of the end of the last fiscal year, Mr.
Dyens held options to purchase an aggregate of 6,500 shares of our common stock.
−Removed: As of the end of
−Removed: the last fiscal year, Ms.
+Added: As of the end of the last fiscal year, Ms.
Gabai-Pinsky held options to purchase an aggregate of 7,500 shares of our common stock.
−Removed: As of the end of
−Removed: the last fiscal year, Mr.
+Added: As of the end of the last fiscal year, Mr.
Harrison held options to purchase an aggregate of 7,500 shares of our common stock.
−Removed: July 2019 and compensation to all nonemployee directors was increased to $6,000 for each board meeting at which they participate
−Removed: in person, and $3,000 for each meeting held by conference telephone.
−Removed: In addition, effective January 1, 2020 the annual fee for
−Removed: each member of the audit committee was raised to $8,000.
−Removed: The compensation for the nonemployee directors remained the same for
−Removed: 2021, except for Mr.
+Added: All nonemployee directors
+Added: receive $6,000 for each board meeting at which they participate in person, and $3,000 for each meeting held by conference telephone.
+Added: In addition, the annual fee for each member of the audit committee is $8,000.
+Added: The compensation for the nonemployee directors remained
+Added: the same for 2021 and 2022, except for Mr.
During 2021, a company owned by Mr.
−Removed: Harrison received a fee equal to $300,000, in connection with
−Removed: the Donna Karan license agreement, which is effective on July 1, 2022.
−Removed: A payment of $120,000 was made in 2021 to Mr.
−Removed: company, and the balance will be paid, $120,000 one year later in 2022, and $60,000 two years later in 2023.
−Removed: maintain stock option plans for our nonemployee directors.
−Removed: The purpose of these plans is to assist us in attracting and retaining
+Added: Harrison received a fee equal to $300,000,
+Added: in connection with the Donna Karan license agreement, which is effective on July 1, 2022.
+Added: A payment of $120,000 was made in 2021
+Added: Harrison’s company, $120,000 was paid one year later in 2022, and $60,000 will be paid one year thereafter in 2023.
+Added: We maintain a stock
+Added: option plan for our nonemployee or independent directors.
+Added: The purpose of this plans is to assist us in attracting and retaining
key directors who are responsible for continuing the growth and success of our company.
−Removed: Under such plans, options to purchase
−Removed: 1,500 shares are granted on each February 1st to all nonemployee directors for as long as each is a nonemployee director on such
−Removed: However, if a nonemployee director does not attend certain of the board meetings, then such option grants are reduced according
−Removed: to a schedule.
−Removed: In addition, options to purchase 2,000 shares are granted to each nonemployee director upon his or her initial
−Removed: election or appointment to our board, but if such option is granted within six months of the next February 1 automatic grant,
−Removed: then such nonemployee director would not be eligible to receive that February 1 grant.
−Removed: On February 1, 2021, options to purchase
−Removed: 1,500 shares were granted to all of our nonemployee directors at the exercise price of $62.18 per share under our 2016 Stock Option
−Removed: However, our board of directors cancelled the automatic grant of options to the nonemployee directors effective with the
−Removed: grant that had been scheduled for February 1, 2022.
+Added: Under such plan, until 2022 options to
+Added: purchase 1,500 shares are granted on each February 1st to all nonemployee directors for as long as each is a nonemployee director
+Added: on such date.
+Added: However, if a nonemployee director does not attend certain of the board meetings, then such option grants are reduced
+Added: according to a schedule.
+Added: However, our board of directors cancelled the automatic grant of options to the nonemployee directors
+Added: effective with the grant that had been scheduled for February 1, 2022.
+Added: After discussions Mr.
+Added: Atwood had with certain financial consultants relating to potential compensation plans in lieu of stock option grants to the Company’s
+Added: independent directors, and consultation between Messrs.
+Added: Madar and Atwood, it was determined that the most favorable way for the
+Added: nonemployee directors to be compensated was to amend the 2016 Stock Option Plan to reinstate the automatic grant of stock options
+Added: previously provided to nonemployee directors, commencing with a new automatic grant on the last business day of 2022, December
+Added: 30, and continuing on the last business day of each year thereafter, subject to the approval of the shareholders of this Corporation
+Added: at the 2023 annual meeting of shareholders.
+Added: The automatic option grants to independent directors were approved by the Board of
+Added: Directors with the following changes:
+Added: Reinstatement of the automatic grant of nonqualified stock options to all nonemployee directors
+Added: was made without any discretion on the part of the Executive Compensation and Stock Option Committee, with the right to purchase
+Added: 1,500 shares of the our common stock under our 2016 Stock Option Plan, as amended (the “2016 Stock Option Plan”), at
+Added: the purchase per share on the date of grant equal to the fair market value as determined in accordance with the 2016 Stock Option
+Added: Plan, each exercisable for a six (6) year period;
+Added: provided that, such options shall vest and become exercisable to purchase shares
+Added: of Common Stock as follows:
+Added: 20% one year after the date of grant, and then 20% on each of the second, third, fourth and fifth consecutive
+Added: years from the date of grant on a cumulative basis, so that each option shall become fully vested and exercisable on the first
+Added: day of the sixth year from the date of grant, with the automatic grant date to commence on the last business day of this year,
+Added: December 30, 2022 and continuing on the last business day of each year thereafter, in lieu of the grant date on each February 1 st .
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: following table sets forth information with respect to the beneficial ownership of our common stock by (a) each person we know
−Removed: to be the beneficial owner of more than 5% of our outstanding common stock, (b) our executive officers and directors and (c) all
−Removed: of our directors and officers as a group.
+Added: The following table
+Added: sets forth information with respect to the beneficial ownership of our common stock by (a) each person we know to be the beneficial
+Added: owner of more than 5% of our outstanding common stock, (b) our executive officers and directors and (c) all of our directors and
+Added: officers as a group.
Madar and Benacin own 99.99% of their respective personal holding companies.
−Removed: As of January 26, 2022, we had 31,836,545 shares of common stock outstanding.
−Removed: and Address of Beneficial Owner
+Added: As of February 28, 2023,
+Added: we had 32,109,360 shares of common stock outstanding.
+Added: Name and Address of Beneficial Owner
c/o Interparfums SA
−Removed: 4, Rond Point des Champs Elysees
+Added: 10 rue de Solférino
75007 Paris, France
1 unchanged sentence
c/o Interparfums SA
−Removed: 4, Rond Point des Champs Elysees
+Added: 10 rue de Solférino
75007 Paris, France
−Removed: Russell Greenberg
+Added: Michel Atwood
c/o Inter Parfums, Inc.
3 unchanged sentences
Interparfums SA
−Removed: 4, Rond Point des Champs Elysees
+Added: 10 rue de Solférino
75008, Paris, France
5 unchanged sentences
52 Brook Street
−Removed: W1K 5DS London
+Added: W1K 5DS London, UK
Patrick Choël
13 unchanged sentences
Interparfums SA
−Removed: 4, Rond Point des Champs Elysees
+Added: 10 rue de Solférino
75008, Paris, France
5 unchanged sentences
Malvern, PA 19355
−Removed: Ameriprise Financial, Inc.
−Removed: Ameriprise Financial Center
−Removed: Minneapolis, MN 55474
All Directors and Officers
(As a Group 10 Persons)
−Removed: All shares of common
−Removed: stock are directly held with sole voting power and sole power to dispose, unless otherwise stated.
−Removed: Options which are exercisable
−Removed: within 60 days are included in beneficial ownership calculations.
−Removed: Consists of 13,000
−Removed: shares held directly, 7,032,341 shares held indirectly through Jean Madar Holding SAS, a personal holding company, and options
−Removed: to purchase 64,000 shares.
−Removed: Consists of 6,846,064
−Removed: shares held indirectly through Philippe Benacin Holding SAS, a personal holding company, and options to purchase 64,000 shares.
−Removed: Consists of shares
−Removed: 7,500 shares held directly and options to purchase 70,000 shares.
−Removed: Consists of options
−Removed: to purchase shares.
−Removed: Consists of 24,063
−Removed: shares held directly and options to purchase 2,375 shares.
−Removed: Consists of 7,500
−Removed: shares held directly and options to purchase 2,375 shares.
−Removed: Consists of 4,250
−Removed: shares held directly and options to purchase 2,125 shares.
−Removed: Consists of 4,000
−Removed: shares held directly and options to purchase 2,875 shares.
−Removed: Consists of shares
−Removed: of common stock underlying options.
−Removed: Consists of shares
−Removed: of common stock underlying options.
−Removed: Consists of shares
−Removed: of common stock underlying options.
−Removed: Information based
−Removed: upon Schedule 13G Amendment 6 of Blackrock, Inc.
−Removed: dated February 1, 2022 as filed with the Securities and Exchange Commission.
−Removed: Information based
−Removed: upon Schedule 13G Amendment 5 of The Vanguard Group, an investment advisor, dated February 9, 2022 as filed with the Securities
−Removed: and Exchange Commission.
−Removed: Information based
−Removed: upon Schedule 13G Amendment 1 of Ameriprise Financial, Inc.
−Removed: (“AFI”) dated February 14, 2022 as filed with the
−Removed: Securities and Exchange Commission.
−Removed: AFI disclaims beneficial ownership of any shares reported on this Schedule 13G.
−Removed: Consists of 13,938,718
−Removed: shares held directly or indirectly, and options to purchase 229,255 shares.
−Removed: following table sets forth certain information as of the end of our last fiscal year regarding all equity compensation plans that
−Removed: provide for the award of equity securities or the grant of options, warrants or rights to purchase our equity securities.
−Removed: Compensation Plan Information
+Added: All shares of common stock are directly held with sole voting power and sole power to dispose, unless otherwise stated.
+Added: Options which are exercisable within 60 days are included in beneficial ownership calculations.
+Added: Consists of 24,400 shares held directly, 7,032,341 shares held indirectly through Jean Madar Holding SAS, a personal holding company, and options to purchase 60,000 shares.
+Added: Consists of 6,846,064 shares held indirectly through Philippe Benacin Holding SAS, a personal holding company, and options to purchase 60,000 shares.
+Added: Consists of shares of common stock underlying options for Mr.
+Added: Consists of 26,063 shares held directly and options to purchase 2,875 shares for Mr.
+Added: Consists of 7,500 shares held directly and options to purchase 2,875 shares for Mr.
+Added: Consists of 4,250 shares held directly and
+Added: options to purchase 2,825 shares for Mr.
+Added: Consists of 5,000 shares held directly and options to purchase 2,875 shares for Mr.
+Added: Consists of shares of common stock underlying options for Ms.
+Added: Gabai-Pinsky.
+Added: Consists of shares of common stock underlying options for Mr.
+Added: Consists of shares of common stock underlying options for Mr.
+Added: Garcia-Pelayo.
+Added: Information based upon Schedule 13G of Blackrock, Inc.
+Added: dated January 25, 2023 as filed with the Securities and Exchange Commission.
+Added: Information based upon Schedule 13G Amendment 5 of The Vanguard Group, an investment advisor, dated February 9, 2023 as filed with the Securities and Exchange Commission.
+Added: Consists of 13,945,618 shares held directly
+Added: or indirectly, and options to purchase 152,050 shares.
+Added: The following table
+Added: sets forth certain information as of the end of our last fiscal year regarding all equity compensation plans that provide for the
+Added: award of equity securities or the grant of options, warrants or rights to purchase our equity securities.
+Added: Equity Compensation Plan Information
+Added: Plan category
securities to
4 unchanged sentences
future issuance
−Removed: Equity compensation plans
−Removed: approved by security holders
−Removed: Equity compensation plans not approved by security
−Removed: Certain Relationships and Related Transactions, and Director Independence
−Removed: with European Subsidiaries
−Removed: have guaranteed the obligations of our majority-owned, French subsidiary, Interparfums SA under our expired Paul Smith license
−Removed: We also provide (or had provided on our behalf) certain financial, accounting and legal services for Interparfums SA,
−Removed: and during 2021, 2020 and 2019 fees for such services were $443,625, $450,750 and $483,675, respectively.
−Removed: 2018, Interparfums SA, loaned the Company $10 million.
−Removed: This loan was repayable in ten (10) equal monthly payments of $1 million
−Removed: of principal plus accrued interest at 2% per annum, with the first payment made on May 31, 2019, and the last payment made on
−Removed: February 28, 2020.
−Removed: March 2020, Interparfums Luxury Brands, Inc., an indirect majority-owned subsidiary of the Company, loaned the Company $10 million,
−Removed: which was repaid in full, with interest at 2% per annum, in December 2020.
−Removed: September 2021, Interparfums Luxury Brands, Inc., an indirect majority-owned subsidiary of the Company, loaned the Company $24
−Removed: million, which is repayable in 12 equal monthly payments with interest at 2% per annum commencing on January 31, 2022.
−Removed: December 2021, Inter Parfums USA, LLC, a United States subsidiary, renewed a license agreement for five years that was initially
−Removed: signed in 2012 on the same terms with Interparfums Suisse (SARL), a Swiss subsidiary of Interparfums SA, for the right to sell
−Removed: amenities under the Lanvin brand name to luxury hotels, cruise lines and airlines in return for royalty payments as are customary
−Removed: in our industry.
−Removed: for Director’s Company
−Removed: connection with the acquisition of the Donna Karan license, which takes effect on July 1, 2022 as discussed above, we agreed to
−Removed: pay to the company controlled by Mr.
−Removed: Gilbert Harrison, a director, the sum of $300,000, payable over time, with $120,000 being
−Removed: paid in 2021, and deferred payments of $120,000 one year later and $60,000 two years later.
−Removed: 2014, we entered into a consulting agreement with Mr.
−Removed: Benacin’s holding company, Philippe Benacin Holding SAS, which provides
−Removed: for review on an annual basis of the amount of compensation payable to such company.
−Removed: The agreement also provides for indemnification
−Removed: Benacin and his holding company and a covenant not to compete for one year after termination of the agreement.
−Removed: The agreement
−Removed: was for one year, with automatic one year renewals unless either party terminates on 120 days’ notice or Mr.
−Removed: Benacin ceases
−Removed: to be the President of our company.
−Removed: For 2015 through 2021 Mr.
−Removed: Benacin’s personal holding company received $250,000 each
−Removed: year for services rendered outside of the United States by Mr.
−Removed: Benacin in his capacity as President.
−Removed: In addition, in December
−Removed: 2018 and December 2019, we granted options to purchase 25,000 shares for the benefit of Mr.
−Removed: Benacin, which were granted to his
−Removed: personal holding company instead of Mr.
−Removed: Benacin directly.
−Removed: 2013, we enter into a consulting agreement with Mr.
−Removed: Madar’s holding company, Jean Madar Holding SAS, which provides for
−Removed: review on an annual basis of the amount of compensation payable to such company.
−Removed: The agreement also provides for indemnification
−Removed: Madar and his holding company and a covenant not to compete for one year after termination of the agreement.
−Removed: The agreement
−Removed: was for one year, with automatic one year renewals unless either party terminates on 120 days’ notice or Mr.
−Removed: to be the Chief Executive Officer of our company.
−Removed: As discussed above, in view of receiving substantially less than the annual
−Removed: and median average CEO salaries for peer companies and companies with comparable market capitalization, in early February 2020
−Removed: Madar’s base salary was increased by $600,000 to $1.23 million effective January 1, 2020, and allocated so that
−Removed: the annual base salary for Jean Madar individually was $285,000, and the fees to Jean Madar Holding SAS were $945,000.
−Removed: the compensation to Mr.
−Removed: Madar and the fees paid to Jean Madar Holding SAS were unchanged from 2020.
−Removed: In addition, in December 2018
−Removed: and again in December 2019, we granted options to purchase 25,000 shares for the benefit of Mr.
−Removed: Madar, which were granted to his
−Removed: personal holding company rather than to Mr.
−Removed: Madar directly.
−Removed: for Approval of Related Person Transactions
−Removed: between related persons, such as between an executive officer or director and our company, or any company or person controlled
−Removed: by such officer or director, are required to be approved by our Audit Committee of our board of directors.
−Removed: Our Audit Committee
−Removed: Charter contains such explicit authority, as required by the applicable rules of The Nasdaq Stock Market.
−Removed: following are our directors who are independent directors within the applicable rules of The Nasdaq Stock Market:
−Removed: follow and comply with the independent director definitions as provided by The Nasdaq Stock Market rules in determining the independence
−Removed: of our directors, which are posted on our company’s website.
−Removed: In addition, such rules are also available on The Nasdaq Stock
−Removed: Market’s website.
−Removed: In addition, The Nasdaq Stock Market maintains more stringent rules relating to director independence
−Removed: for the members of our Audit Committee, and the members of our Audit Committee, Messrs.
+Added: Equity compensation plans approved by security
+Added: Equity compensation plans not approved by security holders
+Added: Certain Relationships and Related
+Added: Transactions, and Director Independence
+Added: Transactions with European Subsidiaries
+Added: We also provide
+Added: (or had provided on our behalf) certain financial, accounting and legal services for Interparfums SA, and during 2022, 2021 and
+Added: 2020 fees for such services were $491,300, $443,625 and $450,750, respectively.
+Added: In September 2021,
+Added: Interparfums Luxury Brands, Inc., an indirect majority-owned subsidiary of the Company, loaned the Company $24 million, which is
+Added: repayable in 12 equal monthly payments with interest at 2% per annum commencing on January 31, 2022.
+Added: In December 2021, Inter
+Added: Parfums USA, LLC, a United States subsidiary, renewed a license agreement for five years that was initially signed in 2012 on the
+Added: same terms with Interparfums Suisse (SARL), a Swiss subsidiary of Interparfums SA, for the right to sell amenities under the Lanvin
+Added: brand name to luxury hotels, cruise lines and airlines in return for royalty payments as are customary in our industry.
+Added: In September 2022,
+Added: Interparfums Luxury Brands, Inc.
+Added: loaned the Company $10 million, which is repayable in one lump sum on June 30, 2023 with interest
+Added: at 3.5% per annum.
+Added: In addition, the $2 million payment due on September 30, 2022 by the Company against the loan made in September
+Added: 2021 was postponed to January 31, 2023 together with interest at 2% per annum.
+Added: Fee for Director’s Company
+Added: In connection with
+Added: the acquisition of the Donna Karan license, which became effective on July 1, 2022 as discussed above, we agreed to pay to a company
+Added: controlled by Mr.
+Added: Gilbert Harrison, a director, the sum of $300,000, payable over time, with $120,000 paid in 2021, $120,000 paid
+Added: one year later in 2022 and $60,000 due two years later in 2023.
+Added: Consulting Agreements
+Added: Please see our Annual
+Added: Report on Form 10-K for the year ended December 31, 2021, Item 11 under the heading “ Employment and Consulting Agreements ”
+Added: for a material terms of the employment agreement with Philippe Benacin, individually, and the consulting agreements with, and fees
+Added: and stock options previously granted to, Philippe Benacin Holding SAS and Jean Madar Holding SAS, which is incorporated by reference
+Added: Procedures for Approval of Related
+Added: Person Transactions
+Added: Transactions between
+Added: related persons, such as between an executive officer or director and our company, or any company or person controlled by such
+Added: officer or director, are required to be approved by our Audit Committee of our board of directors.
+Added: Our Audit Committee Charter
+Added: contains such explicit authority, as required by the applicable rules of The Nasdaq Stock Market.
+Added: The following are our
+Added: directors who are independent directors within the applicable rules of The Nasdaq Stock Market:
+Added: Francois Heilbronn
+Added: Robert Bensoussan
+Added: Patrick Choël
+Added: Veronique Gabai-Pinsky
+Added: Gilbert Harrison
+Added: We follow and comply
+Added: with the independent director definitions as provided by The Nasdaq Stock Market rules in determining the independence of our directors,
+Added: which are posted on our company’s website.
+Added: In addition, such rules are also available on The Nasdaq Stock Market’s
+Added: In addition, The Nasdaq Stock Market maintains more stringent rules relating to director independence for the members
+Added: of our Audit Committee, and the members of our Audit Committee, Messrs.
Heilbronn and Choël, as well as Ms.
−Removed: Gabai-Pinsky, are independent within the meaning of those rules.
−Removed: Leadership Structure and Risk Management
−Removed: more than the past ten (10) years, Jean Madar has held the positions of Chairman of the Board of Directors and Chief Executive
−Removed: Officer of our company.
−Removed: Almost since inception, Mr.
−Removed: Madar has been allocated the responsibility of overseeing our United States
−Removed: operations and the operation of Inter Parfums, Inc., as a public company.
−Removed: Philippe Benacin, as Chief Executive Officer of Interparfums
−Removed: SA, has been allocated the responsibility of overseeing our European operations and its operation as a public company in France.
−Removed: In addition, Mr.
−Removed: Benacin is also the Vice Chairman of the Board of Directors of our company.
−Removed: Our board of directors is comfortable
−Removed: with this approach, as the two largest beneficial stockholders of our company are also directly responsible for the operations
−Removed: of our company’s two operating segments.
−Removed: Accordingly, our board of directors does not have a “Lead Director,”
−Removed: a non-management director who controls the meetings of our board of directors.
−Removed: board of directors manages risk by (i) review of periodic operating reports and discussions with management;
−Removed: (ii) approval of
−Removed: executive compensation incentive plans through its committee, the Executive Compensation and Stock Option Committee;
−Removed: (iii) approval
−Removed: of related party transactions through its committee, the Audit Committee;
−Removed: and (iv) approval of material transactions not in the
−Removed: ordinary course of business.
−Removed: Since our inception, we have never been the subject of any material product liability claims, and
−Removed: we have had no recent material property damage claims.
−Removed: we periodically enter into foreign currency forward exchange contracts to hedge exposure related to receivables denominated in
−Removed: a foreign currency and to manage risks related to future sales expected to be denominated in a foreign currency.
−Removed: We enter into
−Removed: these exchange contracts for periods consistent with our identified exposures.
−Removed: The purpose of the hedging activities is to minimize
−Removed: the effect of foreign exchange rate movements on the receivables and cash flows of Interparfums SA, our French subsidiary, whose
−Removed: functional currency is the Euro.
−Removed: All foreign currency contracts are denominated in currencies of major industrial countries and
−Removed: are with large financial institutions, which are rated as strong investment grade .
−Removed: addition, we mitigate interest rate risk by continually monitoring interest rates, and then determining whether fixed interest
−Removed: rates should be swapped for floating rate debt, or if floating rate debt should be swapped for fixed rate debt.
−Removed: Principal Accountant Fees and Services
−Removed: following sets forth the fees billed to us by Mazars USA LLP, as well as discusses the services provided for the past two fiscal
−Removed: years, fiscal years ended December 31, 2021 and December 31, 2020.
+Added: Gabai-Pinsky,
+Added: are independent within the meaning of those rules.
+Added: Board Leadership Structure and Risk
+Added: Please see our Annual
+Added: Report on Form 10-K for the year ended December 31, 2021, Item 13.
+Added: Certain Relationships and Related Transactions, and Director
+Added: Independence, under the heading “ Board Leadership Structure and Risk Management ,” for prior disclosure
+Added: on this topic, which is incorporated by reference herein.
+Added: Principal Accountant Fees and
+Added: The following sets
+Added: forth the fees billed to us by Mazars USA LLP, as well as discusses the services provided for the past two fiscal years, fiscal
+Added: years ended December 31, 2022 and December 31, 2021.
billed by Mazars USA LLP and its affiliate, Mazars S.A.
for audit services and review of the financial statements contained in
−Removed: our Quarterly Reports on Form 10-Q were $1.2 and $1.1 and million for 2021 and 2020, respectively.
−Removed: Audit-Related
+Added: our Quarterly Reports on Form 10-Q were $1.4 million and $1.2 and million for 2022 and 2021, respectively.
+Added: Audit-Related Fees
USA LLP did not bill us for any audit-related services during 2022 and 2021.
−Removed: Mazars USA LLP billed
−Removed: us $49,300 and $34,500 for tax services during 2021 and 2020, respectively.
−Removed: us $3,000 and $3,500 for other services during 2021 and 2020, respectively.
−Removed: Committee Pre-Approval Policies and Procedures
−Removed: Audit Committee has the sole authority for the appointment, compensation and oversight of the work of our independent accountants,
−Removed: who prepare or issue an audit report for us.
−Removed: the second quarter of 2021, the audit committee authorized the following non-audit services to be performed by Mazars USA LLP.
−Removed: We authorized the
−Removed: engagement of Mazars USA LLP if deemed necessary to provide tax consultation in the ordinary course of business for fiscal
−Removed: year ended December 31, 2021.
−Removed: We authorized the
−Removed: engagement of Mazars USA LLP if deemed necessary to provide tax consultation as may be required on a project by project basis
−Removed: that would not be considered in the ordinary course of business, up to a $10,000 fee limit per project (or €10,000 in
−Removed: the case of Interparfums SA), subject to an aggregate fee limit of $50,000 for fiscal year ended December 31, 2021.
−Removed: require further tax services from Mazars USA LLP, then the approval of the audit committee must be obtained.
−Removed: We authorized the
−Removed: engagement of Mazars USA LLP if deemed necessary to provide attestation or other services as may be required on a project
−Removed: by project basis that would not be considered in the ordinary course of business, up to a $10,000 fee limit per project (or
−Removed: €10,000 in the case of Interparfums SA), subject to an aggregate fee limit of $50,000 for fiscal year ended December
+Added: USA did not bill us in 2022 for any tax services.
+Added: Tax services billed to us during 2021 was $49,300.
+Added: All Other Fees
+Added: billed us $6,000 and $3,000 for other services during 2022 and 2021, respectively.
+Added: Audit Committee Pre-Approval Policies
+Added: and Procedures
+Added: The Audit Committee
+Added: has the sole authority for the appointment, compensation and oversight of the work of our independent accountants, who prepare
+Added: or issue an audit report for us.
+Added: During the first quarter
+Added: of 2022, the audit committee authorized the following non-audit services to be performed by Mazars USA LLP.
+Added: We authorized the engagement of Mazars USA LLP if deemed necessary to provide tax consultation in the ordinary course of business for fiscal year ended December 31, 2022.
+Added: We authorized the engagement of Mazars USA LLP if deemed necessary to provide tax consultation as may be required on a project by project basis that would not be considered in the ordinary course of business, up to a $10,000 fee limit per project (or €10,000 in the case of Interparfums SA), subject to an aggregate fee limit of $50,000 for fiscal year ended December 31, 2022.
If we require further tax services from Mazars USA LLP, then the approval of the audit committee must be obtained.
−Removed: If we require other
−Removed: services by Mazars USA LLP on an expedited basis such that obtaining pre-approval of the audit committee is not practicable,
−Removed: then the Chairman of the Committee has authority to grant the required pre-approvals for all such services.
−Removed: We imposed a cap
−Removed: of $100,000 on the fees that Mazars USA LLP can charge for services on an expedited basis that are approved by the Chairman
−Removed: without obtaining full audit committee approval.
−Removed: None of the non-audit
−Removed: services of either of the Company’s auditors had the pre-approval requirement waived in accordance with Rule 2-01(c)(7)(i)(C)
−Removed: of Regulation S-X.
−Removed: Exhibits, Financial Statement Schedules
−Removed: Financial Statements annexed hereto
+Added: We authorized the engagement of Mazars USA LLP if deemed necessary to provide attestation or other services as may be required on a project by project basis that would not be considered in the ordinary course of business, up to a $10,000 fee limit per project (or €10,000 in the case of Interparfums SA), subject to an aggregate fee limit of $50,000 for fiscal year ended December 31, 2022.
+Added: If we require further tax services from Mazars USA LLP, then the approval of the audit committee must be obtained.
+Added: If we require other services by Mazars USA LLP on an expedited basis such that obtaining pre-approval of the audit committee is not practicable, then the Chairman of the Committee has authority to grant the required pre-approvals for all such services.
+Added: We imposed a cap of $100,000 on the fees that Mazars USA LLP can charge for services on an expedited basis that are approved by the Chairman without obtaining full audit committee approval.
+Added: None of the non-audit services of either of the Company’s auditors had the pre-approval requirement waived in accordance with Rule 2-01(c)(7)(i)(C) of Regulation S-X.
+Added: Exhibits, Financial Statement
+Added: ( a)(1) Financial Statements annexed hereto
Report of Independent Registered Public Accounting Firm
−Removed: Financial Statements:
+Added: Audited Financial Statements:
Consolidated Balance Sheets as of December 31, 2022 and 2021
Consolidated Statements of Income for each of the years in the three-year period ended December 31, 2022
−Removed: Consolidated Statements of Comprehensive Income (Loss) for each of the years in the three-year period ended December 31, 2021
+Added: Consolidated Statements of Comprehensive Income for each of the years in the three-year period ended December 31, 2022
Consolidated Statements of Changes in Shareholders’ Equity for each of the years in the three-year period ended December 31, 2022
1 unchanged sentence
Notes to Consolidated Financial Statements
−Removed: Financial Statement Schedule:
+Added: (a)(2) Financial Statement Schedule:
Schedule II – Valuation and Qualifying Accounts
−Removed: Exhibits – The list of exhibits is contained in the Exhibit Index, which follows the signature page of this report.
+Added: (a)(3) Exhibits – The list of exhibits is contained in the
+Added: Exhibit Index, which follows the signature page of this report.
Form 10-K Summary
49 unchanged sentences
regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audits in accordance with
−Removed: the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audits to obtain reasonable assurance about whether
−Removed: the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control
−Removed: over financial reporting was maintained in all material respects.
+Added: We conducted our audits in accordance
+Added: with the standards of the PCAOB.
+Added: Those standards require that we plan and perform the audits to obtain reasonable assurance about
+Added: whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal
+Added: control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial
35 unchanged sentences
(1) relates to accounts or disclosures that are material to the consolidated
−Removed: financial statements and (2) involved our especially challenging, subjective, or complex judgments.
−Removed: The communication of critical
+Added: financial statements and (2) involved especially challenging, subjective, or complex judgments.
+Added: The communication of the critical
audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not,
6 unchanged sentences
fees to acquire or enter into a license.
−Removed: Those intangible assets are
−Removed: tested for impairment as follows:
+Added: Those intangible assets are tested for
+Added: impairment as follows:
- Indefinite - life intangible assets are tested for impairment at least annually at the reporting
18 unchanged sentences
We identified the impairment assessment
−Removed: of intangible assets as a critical audit matter and auditing management’s judgments regarding the evaluation of impairment
−Removed: indicators, forecasts of future revenue and operating margin, and the discount rate to be applied involve a high degree of subjectivity.
+Added: of intangible assets as a critical audit matter as auditing management’s judgments regarding the evaluation of impairment
+Added: indicators, forecasts of future revenue, operating margin, and the discount rate to be applied involve a high degree of subjectivity.
The primary procedures we performed to
address this critical audit matter included:
−Removed: ► Reviewing the analysis of the identification of impairment evidence for each indefinite and finite-life
−Removed: asset based on three indicators (sales analysis, new products launches, payment of minimum guarantees), and then corroborating
−Removed: that analysis with external information and evidence obtained in other areas of the audit.
−Removed: ► Testing the effectiveness of controls relating to management’s impairment tests, including controls
−Removed: over the impairment indicators and determination of the future cash flows.
−Removed: ► In testing management’s process for determining the future cash flows we evaluated the reasonableness
−Removed: of management’s forecasts of future revenue and operating margin by performing a retrospective review in comparing these
−Removed: forecasts to historical operating results, evaluating whether the assumptions used were reasonable considering current information
−Removed: as well as future expectations, and using additional evidence obtained in other areas of the audit.
−Removed: ► Utilizing a valuation specialist to assist in auditing the discount rate.
−Removed: It includes evaluating whether
−Removed: the assumptions used were reasonable by comparing to third party market data.
+Added: ► Reviewing the analysis of the identification
+Added: of impairment evidence for each indefinite and finite-life asset based on three indicators (sales analysis, new products launches,
+Added: and payment of minimum guarantees), and then corroborating that analysis with external information and evidence obtained in other
+Added: areas of the audit.
+Added: ► Testing the effectiveness of controls
+Added: relating to management’s impairment tests, including controls over the impairment indicators and determination of the future
+Added: ► In testing management’s process
+Added: for determining the future cash flows we evaluated the reasonableness of management’s forecasts of future revenue and operating
+Added: margin by performing a retrospective review in comparing these forecasts to historical operating results, evaluating whether the
+Added: assumptions used were reasonable considering current information as well as future expectations, and using additional evidence
+Added: obtained in other areas of the audit.
+Added: ► Utilizing a valuation specialist
+Added: to assist in auditing the discount rate.
+Added: It includes evaluating whether the assumptions used were reasonable by comparing to third
+Added: party market data.
Mazars USA LLP
/s/ Mazars USA LLP
−Removed: We have served as the Company's auditor since 2004.
+Added: We have served as the Company's auditor
New York, New York
−Removed: March 1, 2022
+Added: February 28, 2023
INTER PARFUMS, INC.
2 unchanged sentences
December 31, 2022, and 2021
−Removed: (In thousands except share and per share data)
+Added: (In thousands except share and per share
Current assets:
26 unchanged sentences
Authorized 100,000,000 shares:
−Removed: outstanding, 31,830,420 and 31,608,588 shares at December 31, 2021 and 2020, respectively
+Added: outstanding, 31,967,300 and 31,830,420 shares on December 31, 2022, and 2021, respectively
Additional paid-in capital
1 unchanged sentence
Accumulated other comprehensive loss
−Removed: Treasury stock, at cost, 9,864,805 common shares at December 31, 2021 and 2020
+Added: Treasury stock, at cost, 9,864,805 common shares on December 31, 2022, and 2021
Total Inter Parfums, Inc.
5 unchanged sentences
AND SUBSIDIARIES
−Removed: Statements of Income
−Removed: ended December 31, 2021, 2020, and 2019
−Removed: (In thousands except share and per share data)
+Added: Consolidated Statements of Income
+Added: Years ended December 31, 2022, 2021, and
+Added: (In thousands except share and per share
Cost of sales
4 unchanged sentences
Interest expense
−Removed: (Gain) loss on foreign currency
+Added: Loss (gain) on foreign currency
Interest and investment income
−Removed: Other expenses (income)
+Added: Other loss (income)
+Added: Nonoperating Income (Expense)
Income before income taxes
−Removed: Net income attributable
−Removed: to the noncontrolling interest
+Added: Net income attributable to the
+Added: noncontrolling interest
Net income attributable to Inter Parfums, Inc.
6 unchanged sentences
AND SUBSIDIARIES
−Removed: Consolidated Statements
−Removed: of Comprehensive Income
−Removed: Years ended December 31, 2021, 2020,
−Removed: (In thousands except share and per share
+Added: Consolidated Statements of Comprehensive Income
+Added: Years ended December 31, 2022, 2021, and 2020
+Added: (In thousands except share and per share data)
Other comprehensive income:
1 unchanged sentence
Transfer of OCI into earnings
−Removed: Translation adjustments, net of tax
+Added: adjustments, net of tax
Other comprehensive income (loss), before tax
1 unchanged sentence
Comprehensive income attributable to noncontrolling interests:
−Removed: Net derivative instrument loss, net of tax
+Added: Net derivative instrument income (loss), net of tax
Translation adjustments, net of tax
−Removed: Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest
+Added: Comprehensive income (loss), net of tax, atributable
+Added: to noncontrolling interest
Comprehensive income attributable to Inter Parfums Inc.
See accompanying notes to consolidated financial statements.
−Removed: PARFUMS, INC.
+Added: INTER PARFUMS, INC.
AND SUBSIDIARIES
−Removed: Statements of Changes in Shareholders’ Equity
−Removed: ended December 31, 2021, 2020, and 2019
+Added: Consolidated Statements of Changes in Shareholders’ Equity
+Added: Years ended December 31, 2022, 2021, and 2020
(In thousands except share and per share data)
Common stock, beginning of year
−Removed: Shares issued upon exercise of stock
+Added: Shares issued upon exercise of stock options
Common stock, end of year
12 unchanged sentences
Transfer from other comprehensive income into earnings
−Removed: Net derivative instrument gain (loss), net of tax
+Added: Net derivative instrument income (loss), net of tax
Accumulated other comprehensive loss, end of year
3 unchanged sentences
Foreign currency translation adjustment, net of tax
−Removed: Net derivative instrument loss, net of tax
−Removed: Purchase of subsidiary shares from noncontrolling interests
+Added: Net derivative instrument income (loss), net of tax
Share-based compensation
8 unchanged sentences
Cash flows from operating activities:
−Removed: Adjustments to reconcile net income to net cash
−Removed: provided by operating activities:
+Added: Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization including impairment loss
36 unchanged sentences
December 31, 2022, 2021 and 2020
−Removed: (In thousands except share and per share data)
+Added: (In thousands except share and per share
(1) The Company and its Significant Accounting Policies
50 unchanged sentences
December 31, 2022, 2021 and 2020
−Removed: (In thousands except share and per share data)
+Added: (In thousands except share and per share
Accounts Receivable
9 unchanged sentences
realizable value, with cost being determined on the first-in, first-out method.
−Removed: Cost components include raw materials, direct
−Removed: labor and overhead (e.g., indirect labor, utilities, depreciation, purchasing, receiving, inspection and warehousing) as well as
−Removed: inbound freight.
−Removed: Promotional merchandise is charged to cost of sales at the time the merchandise is shipped to the Company’s
+Added: Cost components include raw materials, direct labor
+Added: and overhead (e.g., indirect labor, utilities, depreciation, purchasing, receiving, inspection and warehousing) as well as inbound
+Added: Promotional merchandise is charged to cost of sales at the time the merchandise is shipped to the Company’s customers.
All derivative instruments are
19 unchanged sentences
Depreciation and amortization are provided using
−Removed: the straight-line method over the estimated useful lives for equipment, which range between three and ten years and the shorter
+Added: the straight-line method over the estimated useful lives for equipt, which range between three and ten years and the shorter
of the lease term or estimated useful asset lives for leasehold improvements.
7 unchanged sentences
December 31, 2022, 2021 and 2020
−Removed: (In thousands except share and per share data)
+Added: (In thousands except share and per share
Long-Lived Assets
30 unchanged sentences
Sales of such products by our domestic subsidiaries
−Removed: are denominated in U.S.
−Removed: dollars, and sales of such products by our foreign subsidiaries are primarily denominated in either euro
−Removed: The Company recognizes revenues when contract terms are met, the price is fixed and determinable, collectability
−Removed: is reasonably assured, and control of the assets has passed to the customer based on the agreed upon shipping terms.
−Removed: are comprised of gross revenues less returns, trade discounts and allowances.
−Removed: The Company does not bill its customers’ freight
−Removed: and handling charges.
−Removed: All shipping and handling costs, which aggregated $ 10.1 million , $ 5.0 million and $ 7.7 million in 2021, 2020
−Removed: and 2019, respectively, are included in selling, general and administrative expenses in the consolidated statements of income.
−Removed: The Company grants credit to all qualified customers and does not believe it is exposed significantly to any undue concentration
−Removed: of credit risk.
+Added: are denominated primarily in U.S.
+Added: dollars, and sales of such products by our foreign subsidiaries are primarily denominated in
+Added: either euro or U.S.
+Added: The Company recognizes revenues when contract terms are met, the price is fixed and determinable,
+Added: collectability is reasonably assured, and control of the assets has passed to the customer based on the agreed upon shipping terms.
+Added: Net sales are comprised of gross revenues less returns, trade discounts and allowances.
+Added: The Company does not bill its customers’
+Added: freight and handling charges.
+Added: All shipping and handling costs, which aggregated $ 15.8 million , $1 0.0 million and $ 5.0 million
+Added: in 2022, 2021 and 2020, respectively, are included in selling, general and administrative expenses in the consolidated statements
+Added: The Company grants credit to all qualified customers and does not believe it is exposed significantly to any undue
+Added: concentration of credit risk.
No one customer represented 10 % or more of net sales in 2022, 2021 or 2020.
+Added: INTER PARFUMS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2022, 2021 and 2020
+Added: (In thousands except share and per share
Sales Returns
16 unchanged sentences
from our estimates, if factors such as economic conditions, inventory levels or competitive conditions differ from our expectations.
−Removed: INTER PARFUMS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: December 31, 2021, 2020 and 2019
−Removed: (In thousands except share and per share data)
Payments to Customers
24 unchanged sentences
and obligations are recognized at the lease commencement date based on the present value of lease payments over the lease term.
+Added: INTER PARFUMS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2022, 2021 and 2020
+Added: (In thousands except share and per share
License Agreements
4 unchanged sentences
renewable subject to the Company’s compliance with the license agreement provisions.
−Removed: The remaining terms, excluding
−Removed: potential renewal periods, range from approximately 1 to 12 years.
−Removed: Under each license, the Company is required to pay royalties
−Removed: in the range of 6 % to 10 % to the licensor, at least annually, based on net sales to third parties.
+Added: The remaining terms, excluding potential
+Added: renewal periods, range from approximately 1 to 12 years.
+Added: Under each license, the Company is required to pay royalties in the range
+Added: of 6 % to 10 % to the licensor, at least annually, based on net sales to third parties.
In certain cases, the Company
5 unchanged sentences
at the time these costs are incurred.
−Removed: INTER PARFUMS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: December 31, 2021, 2020 and 2019
−Removed: (In thousands except share and per share data)
In addition, the Company is exposed
5 unchanged sentences
future tax consequences of events that have been recognized in its financial statements or tax returns.
−Removed: The net deferred tax
−Removed: assets assume sufficient future earnings for their realization, as well as the continued application of currently enacted tax rates.
+Added: The net deferred tax assets
+Added: assume sufficient future earnings for their realization, as well as the continued application of currently enacted tax rates.
in net deferred tax assets is a valuation allowance for deferred tax assets, where management believes it is more-likely-than-not
that the deferred tax assets will not be realized in the relevant jurisdiction.
−Removed: If the Company determines that a deferred
−Removed: tax asset will not be realizable, an adjustment to the deferred tax asset will result in a reduction of net earnings at that time.
−Removed: Accrued interest and penalties are included within the related tax asset or liability in the accompanying financial statements.
+Added: If the Company determines that a deferred tax asset
+Added: will not be realizable, an adjustment to the deferred tax asset will result in a reduction of net earnings at that time.
+Added: interest and penalties are included within the related tax asset or liability in the accompanying financial statements.
Issuance of Common Stock
15 unchanged sentences
time without notice.
−Removed: Recent Accounting Pronouncements
−Removed: In June 2016, the Financial Accounting
−Removed: Standards Board (“FASB”) issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326):
−Removed: of Credit Losses on Financial Instruments”, as updated in 2019 and 2020, which require a financial asset measured at amortized
−Removed: cost basis to be presented at the net amount expected to be collected.
−Removed: The new rules eliminate the probable initial recognition
−Removed: threshold and, instead, reflect an entity’s current estimate of all expected credit losses.
−Removed: The new rules took effect for
−Removed: the Company in the first quarter of 2020 and there was no material impact on our consolidated financial statements.
−Removed: There are no other recent accounting
−Removed: pronouncements issued but not yet adopted that would have a material effect on our consolidated financial statements.
−Removed: Reclassifications
−Removed: Certain prior year’s amounts
−Removed: in the accompanying consolidated statements of cash flows have been reclassified to conform to current period presentation.
INTER PARFUMS, INC.
2 unchanged sentences
December 31, 2022, 2021 and 2020
−Removed: (In thousands except share and per share data)
+Added: (In thousands except share and per share
(2) Impact of COVID-19 Pandemic
A novel strain of coronavirus
−Removed: (“COVID-19”) surfaced in late 2019 and has spread around the world, including to the United States and France.
−Removed: 2020, the World Health Organization declared COVID-19 a pandemic.
−Removed: In response to the COVID-19 pandemic
−Removed: various national, state, and local governments where we, our suppliers, and our customers operate initially issued decrees prohibiting
−Removed: certain businesses from continuing to operate and certain classes of workers from reporting to work.
−Removed: In all jurisdictions in which
−Removed: we operate we have been following guidance from authorities and health officials.
−Removed: The effects of the COVID-19 pandemic
−Removed: on the beauty industry began in early March 2020.
−Removed: Retail store closings, event cancellations and a shutdown of international air
−Removed: travel brought our sales to a virtual standstill and caused a significant unfavorable impact on our results of operations in 2020.
+Added: (“COVID-19”) surfaced in late 2019 and in March 2020, the World Health Organization declared COVID-19 a pandemic.
+Added: response, various national, state, and local governments issued decrees prohibiting certain businesses from operating and certain
+Added: classes of workers from reporting to work.
+Added: Retail store closings, event
+Added: cancellations and a shutdown of international air travel brought our sales to a virtual standstill and caused a significant unfavorable
+Added: impact on our results of operations in 2020.
Business significantly improved
−Removed: in the second half of 2020 and continued to improve throughout 2021, as retail stores reopened, and consumers increased online
−Removed: While we expect this trend to continue, as the luxury fragrance industry has shown continued resilience, the introduction
−Removed: of variants of COVID-19 in various parts of the world has caused the temporary re-implementation of governmental restrictions to
−Removed: prevent further spread of the virus.
−Removed: In addition, international air travel has remained curtailed in many jurisdictions due to
−Removed: both governmental restrictions and consumer health concerns.
−Removed: While COVID-19 has significantly restricted international travel in
−Removed: the near-term, we continue to believe that global travel retail will once again be a growth opportunity for the long-term.
−Removed: the improved economy has put significant strains on our supply chain causing disruptions affecting the procurement of components,
−Removed: the ability to transport goods, and related cost increases.
−Removed: These disruptions have come at a time when demand for our product lines
−Removed: has never been stronger or more sustained.
−Removed: We have been addressing this issue since the beginning of 2021, by ordering well in
−Removed: advance of need and in larger quantities.
−Removed: Going forward, we aim to carry more inventory overall, source the same components from
−Removed: multiple suppliers and when possible, manufacture products closer to where they are sold.
−Removed: We do not expect the supply chain bottlenecks
−Removed: to begin lifting until later in 2022.
−Removed: Therefore, despite recent business improvement, the impact of the COVID-19 pandemic may have
−Removed: a material adverse effect on our results of our operations, financial position and cash flows through at least the end of 2022.
+Added: in the second half of 2020 and continued to improve throughout 2021 and 2022, as retail stores reopened, and consumers increased
+Added: online purchasing.
+Added: While we expect this trend to continue, the introduction of variants of COVID-19 in various parts of the world
+Added: has caused the temporary re-implementation of governmental restrictions to prevent further spread of the virus.
+Added: In addition, international
+Added: air travel remains curtailed in many jurisdictions due to both governmental restrictions and consumer health concerns.
+Added: While COVID-19
+Added: has significantly restricted international travel, the travel retail business is beginning to pick up.
+Added: Lastly, the improved economy
+Added: has put significant strains on our supply chain causing disruptions affecting the procurement of components, the ability to transport
+Added: goods, and related cost increases.
+Added: These disruptions have come at a time when demand for our product lines has never been stronger
+Added: or more sustained.
+Added: We have been addressing this issue since the beginning of 2021, by ordering well in advance of need and in
+Added: larger quantities.
+Added: Since 2021, we have strived to carry more inventory overall, source the same components from multiple suppliers
+Added: and when possible, manufacture products closer to where they are sold.
+Added: We do not expect the supply chain bottlenecks to begin
+Added: lifting until the second half of 2023.
+Added: Therefore, despite recent business improvement, the impact of the COVID-19 pandemic might
+Added: continue to have adverse effects on our results of our operations, financial position and cash flows through at least the first
+Added: half of 2023.
(3) Recent Agreements
+Added: In December 2022, we closed a
+Added: transaction agreement with Lacoste, whereby an exclusive and worldwide license was granted for the production and distribution
+Added: of Lacoste brand perfumes and cosmetics.
+Added: Our rights under this license are subject to certain minimum advertising expenditures
+Added: and royalty payments as are customary in our industry.
+Added: The license becomes effective in January 2024 and will last for 15 years.
+Added: In April 2022, we announced that
+Added: the Dunhill fragrance license will expire on September 30, 2023 and will not be renewed.
+Added: The Company will continue to produce and
+Added: sell Dunhill fragrances until the license expires and will maintain the right to sell-off remaining Dunhill fragrance inventory
+Added: for a limited time as is customary in the fragrance industry.
+Added: INTER PARFUMS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2022, 2021 and 2020
+Added: (In thousands except share and per share
Salvatore Ferragamo
6 unchanged sentences
with a 5-year optional term, subject to certain conditions.
−Removed: INTER PARFUMS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: December 31, 2021, 2020 and 2019
−Removed: (In thousands except share and per share data)
With respect to the management
3 unchanged sentences
was accounted for as an asset acquisition.
−Removed: The following table summarizes the estimated fair values of the assets acquired and
−Removed: liabilities assumed on October 1, 2021.
−Removed: All amounts have been translated to U.S.
−Removed: dollars at the October 1, 2021 exchange rate.
−Removed: Trademarks and licenses
−Removed: Assets acquired
−Removed: Liabilities assumed
Emanuel Ungaro
−Removed: In October 2021, we also entered into a 10-year exclusive global licensing agreement a with a 5-year optional
−Removed: term subject to certain conditions, with Emanuel Ungaro Italia S.r.l, for the creation, development and distribution of fragrances
−Removed: and fragrance-related products, under the Emanuel Ungaro brand.
−Removed: Our rights under this license are subject to certain minimum advertising
−Removed: expenditures and royalty payments as are customary in our industry.
+Added: In October 2021, we also entered
+Added: into a 10-year exclusive global licensing agreement a with a 5-year optional term subject to certain conditions, with Emanuel Ungaro
+Added: Italia S.r.l, for the creation, development and distribution of fragrances and fragrance-related products, under the Emanuel Ungaro
+Added: Our rights under this license are subject to certain minimum advertising expenditures and royalty payments as are customary
+Added: in our industry.
Donna Karan and DKNY
11 unchanged sentences
fragrances under these brands in 2024.
−Removed: French Tax Settlement
−Removed: The French authorities had considered
−Removed: that the existence of IP Suisse, a wholly-owned subsidiary of Interparfums SA, does not, in and of itself, constitute a permanent
−Removed: establishment and therefore Interparfums SA should pay French taxes on all or part of the profits of that entity.
−Removed: In June 2021, a global settlement
−Removed: agreement was reached with the French Tax Authorities, whereby Interparfums SA paid in December 2021, € 2.5 million (approximately
−Removed: $ 2.9 million ) effectively lowering the Lanvin brand royalty rate charged by IP Suisse for the periods from 2017 through 2020.
−Removed: SA also agreed to apply the lower rate in 2021 through 2025 and to transfer the Lanvin brand from IP Suisse to Interparfums SA
−Removed: by December 31, 2025.
−Removed: Land and Building Acquisition
−Removed: - Future Headquarters in Paris
−Removed: In April 2021, Interparfums SA,
−Removed: completed the acquisition of its future headquarters at 10 rue de Solférino in the 7th arrondissement of Paris from the
−Removed: property developer.
−Removed: This is an office complex combining three buildings connected by two inner courtyards, and consists of approximately
−Removed: 40,000 total sq.
+Added: Rochas Fashion
+Added: Effective January 1, 2021,
+Added: we entered into a new license agreement modifying our Rochas fashion business model.
+Added: The new agreement calls for a reduction in
+Added: royalties to be received.
+Added: As a result, in the first quarter of 2021, we took a $ 2.4 million impairment charge on our Rochas fashion
+Added: In the fourth quarter of 2022, we again took a $6.8 million impairment charge on the Rochas fashion trademark after
+Added: an independent expert concluded that the valuation of the trademark was $11.3 million.
+Added: The new license also contains an option
+Added: for the licensee to buy-out the Rochas fashion trademarks in June 2025 at its then fair market value.
+Added: and Building Acquisition - Future Headquarters in Paris
+Added: April 2021, Interparfums SA, our 73 % owned French subsidiary, completed the acquisition of its future headquarters at 10 rue de
+Added: Solférino in the 7th arrondissement of Paris from the property developer.
+Added: This is an office complex combining three buildings
+Added: connected by two inner courtyards, and consists of approximately 40,000 total sq.
+Added: purchase price includes the complete renovation of the site.
+Added: As of December 31, 2022, $ 148.1 million of the purchase price, including
+Added: approximately $ 4.4 million of acquisition costs, is included in property, equipment and leasehold improvements on the accompanying
+Added: balance sheet as of December 31, 2022.
+Added: The purchase price has been allocated approximately $ 61.1 million to land and $ 87.0 million
+Added: to the building.
+Added: The building, which was delivered on February 28, 2022, includes the building structure, development of
+Added: the property, façade waterproofing, general and technical installations and interior fittings that will be depreciated
+Added: over a range of 7 to 50 years.
+Added: The Company has elected to depreciate the building cost based on the useful lives of its components.
+Added: Approximately $ 3.4 million of cash held in escrow is also included in property, equipment and leasehold improvements on the accompanying
+Added: balance sheet as of December 31, 2022.
+Added: acquisition was financed by a 10 -year € 120 million (approximately $ 128.0 million ) bank loan which bears interest at one-month
+Added: Euribor plus 0.75% .
+Added: Approximately € 80 million of the variable rate debt was swapped for variable interest rate debt with
+Added: a maximum rate of 2% per annum.
INTER PARFUMS, INC.
2 unchanged sentences
December 31, 2022, 2021 and 2020
−Removed: (In thousands except share and per share data)
−Removed: The $ 142 million purchase price
−Removed: includes the complete renovation of the site.
−Removed: As of December 31, 2021, $136.1 million of the purchase price, including approximately
−Removed: $ 3.1 million of acquisition costs, is included in property, equipment and leasehold improvements on the accompanying balance sheet
−Removed: as of December 31, 2021.
−Removed: Approximately $ 8.8 million of cash held in escrow is included in other assets on the accompanying balance
−Removed: sheet as of December 31, 2021.
−Removed: In addition, the Company borrowed $ 17.0 million pursuant to a short-term loan equal to the VAT credit,
−Removed: and in July 2021, the $ 17.0 million VAT credit was reimbursed by the French Tax Authorities and the loan was repaid.
−Removed: The acquisition was financed
−Removed: by a 10 -year € 120 million (approximately $ 136 million) bank loan which bears interest at one-month Euribor plus 0.75% .
−Removed: Approximately
−Removed: € 80 million of the variable rate debt was swapped for fixed interest rate debt with a maximum interest rate of 2%.
−Removed: Anna Sui Corp.
−Removed: In January 2021, we renewed our
−Removed: license agreement with Anna Sui Corp.
−Removed: for the creation, development and distribution of fragrance products through December 31,
−Removed: 2026, without any material changes in terms and conditions.
−Removed: Our initial 10-year license agreement with Anna Sui Corp.
−Removed: The renewal agreement also allows for an additional 5-year term through 2031 at the option of the Company .
−Removed: Rochas Fashion
−Removed: Effective January 1, 2021, we
−Removed: entered into a new license agreement modifying our Rochas fashion business model.
−Removed: The new agreement calls for a reduction in royalties
−Removed: to be received.
−Removed: As a result, in the first quarter of 2021, we took a $ 2.4 million impairment charge on our Rochas fashion trademark.
−Removed: The new license also contains an option for the licensee to buy-out the Rochas fashion trademarks in June 2025 at its then fair
−Removed: market value.
−Removed: In January 2021, we renewed our
−Removed: license agreement with S.T.
−Removed: Dupont for the creation, development and distribution of fragrance products through December 31,
−Removed: 2022, without any material changes in terms and conditions.
−Removed: Our initial 11-year license agreement with S.T.
−Removed: Dupont was signed in
−Removed: June 1997 and had previously been extended through December 31, 2021.
+Added: (In thousands except share and per share
(4) Inventories
10 unchanged sentences
Inventory reserves aggregated $ 11.4 million and $ 15.8 million as of December 31, 2022 and 2021, respectively.
−Removed: INTER PARFUMS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: December 31, 2021, 2020 and 2019
−Removed: (In thousands except share and per share data)
(5) Fair Value of Financial Instruments
3 unchanged sentences
Schedule of fair value, assets measured on recurring basis
−Removed: Value Measurements at December 31, 2021
+Added: Fair Value Measurements at December 31, 2022
Quoted Prices in
−Removed: Significant Other
Active Markets for
Identical Assets
−Removed: Foreign currency forward
−Removed: exchange contracts accounted for using hedge accounting
−Removed: Foreign currency forward
−Removed: exchange contracts not accounted for using hedge accounting
+Added: Significant Other
+Added: Short-term investments
+Added: Interest rate swaps
+Added: Foreign currency forward exchange contracts accounted for using hedge accounting
+Added: Foreign currency forward exchange contracts not accounted for using hedge accounting
+Added: Total liabilities
+Added: INTER PARFUMS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2022, 2021 and 2020
+Added: (In thousands except share and per share
Fair Value Measurements at December 31, 2021
Quoted Prices in
−Removed: Significant Other
Active Markets for
Identical Assets
+Added: Significant Other
Short-term investments
+Added: Foreign currency forward exchange contracts accounted for using hedge accounting
Foreign currency forward exchange contracts not accounted for using hedge accounting
+Added: Interest rate swaps
+Added: Total liabilities
The carrying amount of cash and
3 unchanged sentences
approximate current market rates.
−Removed: INTER PARFUMS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: December 31, 2021, 2020 and 2019
−Removed: (In thousands except share and per share data)
Foreign currency forward exchange
19 unchanged sentences
transaction will no longer occur, then any gains or losses accumulated in other comprehensive income are reclassified to current-period
+Added: INTER PARFUMS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2022, 2021 and 2020
+Added: (In thousands except share and per share
Gains and losses in derivatives
3 unchanged sentences
in each of the years in the three-year period ended December 31, 2022.
−Removed: For the year ended December 31, 2021, interest expense
−Removed: includes a gain of $0.2 million, resulting from an interest rate swap.
−Removed: All derivative instruments are
−Removed: reported as either assets or liabilities on the balance sheet measured at fair value.
−Removed: The valuation of interest rate swap is included
−Removed: in long-term debt on the accompanying balance sheets.
−Removed: The valuation of foreign currency forward exchange contracts at December
−Removed: 31, 2021 and December 31, 2020, resulted in an asset and is included in other current assets on the accompanying balance sheets.
−Removed: At December 31, 2021, the
−Removed: Company had foreign currency contracts in the form of forward exchange contracts with notional amounts of approximately U.S.
+Added: Interest expense includes a gain of $ 6.3 million and $ 0.2
+Added: million in 2022 and 2021, respectively, resulting from an interest rate swap.
+Added: All derivative instruments
+Added: are reported as either assets or liabilities on the balance sheet measured at fair value.
+Added: The valuation of interest rate swap
+Added: is included in other assets on the accompanying balance sheet for the period ended December 31, 2022 and was included in long-term
+Added: debt on the accompanying balance sheet for the period ended December 31, 2021.
+Added: The valuation of foreign currency forward exchange
+Added: contracts at December 31, 2022 and December 31, 2021, resulted in an asset and is included in other current assets on the accompanying
+Added: balance sheets.
+Added: At December 31, 2022, the Company
+Added: had foreign currency contracts in the form of forward exchange contracts with notional amounts of approximately U.S.
$ 36.5 million ,
−Removed: and GB £ 3.5 million , which all have maturities of less than one year.
−Removed: INTER PARFUMS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: December 31, 2021, 2020 and 2019
−Removed: (In thousands except share and per share data)
+Added: which all have maturities of less than one year.
(7) Property, Equipment and Leasehold Improvements
5 unchanged sentences
expense was $ 7.5 million , $ 4.4 million and $ 3.8 million in 2022, 2021, and 2020, respectively.
+Added: INTER PARFUMS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2022, 2021 and 2020
+Added: (In thousands except share and per share
(8) Trademarks, Licenses and Other Intangible Assets
11 unchanged sentences
Amortization expense is expected to approximate
−Removed: million in 2022, $ 4.4 million in 2023, $ 4.2 million in 2024, 2025 and 2026.
−Removed: The weighted average amortization period for trademarks,
−Removed: licenses and other intangible assets with finite lives are 18 years, 15 years and 2 years, respectively, and 14 years on average.
+Added: $ 7.0 million in 2023, $ 13.3 million in 2024, $ 12.3 million in 2025, $ 10.5 million in 2026 and 2027.
+Added: The weighted average amortization
+Added: period for trademarks, licenses and other intangible assets with finite lives are 18 years, 14 years and 2 years, respectively,
+Added: and 14 years on average.
+Added: The Company reviews intangible
+Added: assets with indefinite lives for impairment whenever events or changes in circumstances indicate that the carrying amount may
+Added: not be recoverable.
+Added: There was an impairment charge for trademarks with indefinite useful lives of $ 6.8 million and $ 2.4 million
+Added: in 2022 and 2021, respectively, relating to our Rochas fashion business and an impairment charge for trademarks with indefinite
+Added: useful lives of $ 0.9 million in 2022 relating to our Intimate trademark.
+Added: The fair values used in our evaluations are estimated
+Added: based upon discounted future cash flow projections using a weighted average cost of capital of 9.80 %, 7.47 %, and 6.99 % as of December
+Added: 31, 2022, 2021 and 2020, respectively.
+Added: The cash flow projections are based upon a number of assumptions, including, future sales
+Added: levels and future cost of goods and operating expense levels, as well as economic conditions, changes to our business model or
+Added: changes in consumer acceptance of our products which are more subjective in nature.
+Added: The Company believes that the assumptions
+Added: it has made in projecting future cash flows for the evaluations described above are reasonable and currently no other impairment
+Added: indicators exist for our indefinite-lived assets.
+Added: However, if future actual results do not meet our expectations, the Company
+Added: may be required to record an impairment charge, the amount of which could be material to our results of operations.
INTER PARFUMS, INC.
2 unchanged sentences
December 31, 2022, 2021 and 2020
−Removed: (In thousands except share and per share data)
−Removed: The Company reviews intangible
−Removed: assets with indefinite lives for impairment whenever events or changes in circumstances indicate that the carrying amount may not
−Removed: be recoverable.
−Removed: There was an impairment charge for trademarks with indefinite useful lives of $ 2.4 million in 2021 relating to
−Removed: our Rochas fashion business.
−Removed: The fair values used in our evaluations are estimated based upon discounted future cash flow projections
−Removed: using a weighted average cost of capital of 7.47 %, 6.99 %, and 7.94 % as of December 31, 2021, 2020 and 2019, respectively.
−Removed: flow projections are based upon a number of assumptions, including, future sales levels and future cost of goods and operating
−Removed: expense levels, as well as economic conditions, changes to our business model or changes in consumer acceptance of our products
−Removed: which are more subjective in nature.
−Removed: The Company believes that the assumptions it has made in projecting future cash flows for
−Removed: the evaluations described above are reasonable and currently no other impairment indicators exist for our indefinite-lived assets.
−Removed: However, if future actual results do not meet our expectations, the Company may be required to record an impairment charge, the
−Removed: amount of which could be material to our results of operations.
+Added: (In thousands except share and per share
The cost of trademarks, licenses
5 unchanged sentences
impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
−Removed: Trademarks (finite lives) primarily
−Removed: represent Lanvin brand names and trademarks and in connection with their purchase, Lanvin was granted the right to repurchase the
−Removed: brand names and trademarks on July 1, 2027 for €70 million (approximately $ 79 million) (residual value) in accordance with
−Removed: an amendment signed in 2021.
−Removed: Because the residual value of the intangible asset exceeds its carrying value, the asset is not being
+Added: Trademarks (finite lives)
+Added: primarily represent Lanvin brand names and trademarks and in connection with their purchase, Lanvin was granted the right to
+Added: repurchase the brand names and trademarks on July 1, 2027 for €70 million (approximately $ 7
+Added: 5 million) (residual value) in accordance with an amendment signed in 2021.
+Added: Because the residual value of the intangible
+Added: asset exceeds its carrying value, the asset is not being amortized.
(9) Accrued Expenses
5 unchanged sentences
Refund (return) liability
−Removed: Accrued expenses
(10) Loans Payable – Banks
6 unchanged sentences
a maturity date of December 15, 2023 , is expected to be renewed on an annual basis.
−Removed: Borrowings outstanding pursuant to lines
−Removed: of credit were zero as of December 31, 2021 and 2020.
+Added: Borrowings outstanding pursuant to lines of
+Added: credit were zero as of December 31, 2022 and 2021.
The Company’s foreign subsidiaries
2 unchanged sentences
bear interest at EURIBOR plus between 0.6 % and 0.9 % (EURIBOR was minus 0.576 % at December 31, 2022).
−Removed: Borrowings outstanding
−Removed: pursuant to these bank overdraft facilities were zero as of December 31, 2021 and 2020.
+Added: Borrowings outstanding pursuant
+Added: to these bank overdraft facilities were zero as of December 31, 2022 and 2021.
+Added: As there were no borrowings outstanding
+Added: as of December 31, 2022 and 2021, there is no weighted average interest rate on short-term borrowings as of December 31, 2022 and
INTER PARFUMS, INC.
2 unchanged sentences
December 31, 2022, 2021 and 2020
−Removed: (In thousands except share and per share data)
−Removed: As there were no borrowings outstanding
−Removed: as of December 31, 2021 and 2010, there is no weighted average interest rate on short-term borrowings as of December 31, 2021 and
+Added: (In thousands except share and per share
(11) Long-Term Debt
Long-term debt consists of the following:
+Added: $ 53.3 million payable in 48 equal monthly installments of $ 1.1 million beginning in December 2022, bearing interest at one-month Euribor plus 0.825 %
$ 135.9 million payable in 120 equal monthly installments of $ 1.1 million beginning in April 2021, bearing interest at one-month Euribor plus 0.75 %
1 unchanged sentence
$ 17 million payable in 10 equal annual installments of $ 1.7 million beginning in October 2021 including interest imputed at 2.0 % per annum
−Removed: $ 13.4 million term loan amended such that the loan was repaid in February 2021 plus interest at 0.85 % per annum
Less current maturities
+Added: In December 2022, to finance
+Added: Interparfums SA’s acquisition of the Lacoste trademark, the Company entered into a $53.3 million (€ 50 million) four-year
+Added: loan agreement.
+Added: The loan agreement bears interest at EURIBOR-1 month rates plus a margin of 0.825%.
+Added: This variable rate debt was
+Added: swapped for variable interest rate debt with a maximum rate of 2% per annum.
+Added: The swap is a hedged derivative instrument and is
+Added: therefore recorded at fair value and changes in fair value are reflected in other comprehensive income.
In April 2021, to finance the
7 unchanged sentences
subsequent to December 31, 2022 are approximately $ 30.4 million in 2023 and $ 28.7 million per year thereafter through 2033.
+Added: INTER PARFUMS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2022, 2021 and 2020
+Added: (In thousands except share and per share
(12) Commitments
11 unchanged sentences
at the lease commencement date for the location in which the lease is held in determining the present value of lease payments.
−Removed: INTER PARFUMS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: December 31, 2021, 2020 and 2019
−Removed: (In thousands except share and per share data)
As of December 31, 2022, the
10 unchanged sentences
2.6% weighted-average discount rate)
+Added: INTER PARFUMS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2022, 2021 and 2020
+Added: (In thousands except share and per share
License Agreements
12 unchanged sentences
and 2020, respectively.
−Removed: INTER PARFUMS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: December 31, 2021, 2020 and 2019
−Removed: (In thousands except share and per share data)
Share-Based Payments
−Removed: The Company maintains
−Removed: a stock option program for key employees, executives and directors.
−Removed: The plans, all of which have been approved by
−Removed: shareholder vote, provide for the granting of both nonqualified and incentive options.
−Removed: Options granted under the plans
−Removed: typically have a six-year term and vest over a four
−Removed: The fair value of shares vested aggregated $ 1.4
−Removed: million , $ 1.7
−Removed: million and $ 1.4 million in 2021, 2020 and 2019, respectively.
−Removed: cost, net of estimated forfeitures, is recognized on a straight-line basis over the requisite service period for the
−Removed: entire award.
−Removed: Forfeitures are estimated based on historic trends.
−Removed: It is generally the Company’s policy to issue
−Removed: new shares upon exercise of stock options.
+Added: The Company maintains a stock
+Added: option program for key employees, executives and directors.
+Added: The plans, all of which have been approved by shareholder vote, provide
+Added: for the granting of both nonqualified and incentive options.
+Added: Options granted under the plans typically have a six-year term and
+Added: vest over a four to five -year period.
+Added: The fair value of shares vested aggregated $ 1.3 million , $ 1.4 million and $ 1.7 million in
+Added: 2022, 2021 and 2020, respectively.
+Added: Compensation cost, net of estimated
+Added: forfeitures, is recognized on a straight-line basis over the requisite service period for the entire award.
+Added: Forfeitures are estimated
+Added: based on historic trends.
+Added: It is generally the Company’s policy to issue new shares upon exercise of stock options.
The following table sets forth
1 unchanged sentence
Number of Shares
−Removed: Weighted Average
+Added: Weighted Average Grant Date Fair Value
Nonvested options – beginning of year
2 unchanged sentences
Nonvested options – end of year
+Added: INTER PARFUMS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2022, 2021 and 2020
+Added: (In thousands except share and per share
The effect of share-based payment
4 unchanged sentences
Diluted earnings per share attributable to Inter Parfums, Inc.
−Removed: The following table summarizes stock option activity and related information for the years ended December 31, 2021, 2020 and
+Added: The following table summarizes
+Added: stock option activity and related information for the years ended December 31, 2022, 2021 and 2020:
Year ended December 31,
4 unchanged sentences
Shares under option - end of year
−Removed: INTER PARFUMS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: December 31, 2021, 2020 and 2019
−Removed: (In thousands except share and per share data)
At December 31, 2022, options
14 unchanged sentences
Weighted-average dividend yield
+Added: INTER PARFUMS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2022, 2021 and 2020
+Added: (In thousands except share and per share
Expected volatility is estimated
10 unchanged sentences
Intrinsic value of stock options exercised
−Removed: INTER PARFUMS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: December 31, 2021, 2020 and 2019
−Removed: (In thousands except share and per share data)
The following table summarizes
2 unchanged sentences
Options outstanding
−Removed: weighted average remaining
−Removed: contractual life
−Removed: $ 32.83 - $ 33.95
+Added: Options outstanding weighted average remaining contractual life
+Added: Options exercisable
$ 40.15 - $ 46.90
7 unchanged sentences
and an aggregate of 133,000 shares to officers and managers, subject to certain corporate performance conditions.
−Removed: The shares, subject
−Removed: to adjustment for stock splits, will be distributed in June 2022.
−Removed: In March 2020, due to the potential
−Removed: impact on future net sales and operating results resulting from the COVID-19 pandemic, the estimated number of shares to be distributed,
−Removed: after forfeited shares, was reduced from 142,571 to 82,162.
−Removed: As the Company had already purchased shares in contemplation
−Removed: of the higher anticipated distribution, shares purchased in excess of the reduced anticipated distribution were transferred to
−Removed: treasury shares at the Interparfums SA level.
+Added: The corporate
+Added: performance conditions were met and therefore in June 2022, 211,955 shares, adjusted for stock splits, were distributed.
+Added: The aggregate
+Added: cost of the grant of approximately $ 4.8 million was recognized as compensation cost on a straight-line basis over the requisite
+Added: three -year service period.
+Added: INTER PARFUMS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2022, 2021 and 2020
+Added: (In thousands except share and per share
+Added: In March 2022, Interparfums SA
+Added: approved an additional plan to grant an aggregate of 88,400 shares to all Interparfums SA employees and corporate officers having
+Added: more than six months of employment at grant date, subject to certain corporate performance conditions.
+Added: The shares, subject to adjustment
+Added: for stock splits, will be distributed in June 2025 and will follow the same guidelines as the December 2018 plan.
The fair value of the grant had
−Removed: been determined based on the quoted stock price of Interparfums SA shares as reported by the NYSE Euronext on the date of grant.
−Removed: original cost of the grant was approximately $4.4 million, and the March 2020 revaluation resulted in a reduction of the cost,
−Removed: to approximately $2.5 million.
−Removed: In June 2020, the performance
−Removed: conditions were modified affecting 96 employees.
−Removed: As of December 31, 2021, the number of shares to be distributed, after forfeited
−Removed: shares, increased to 172,343 .
−Removed: The increase in shares anticipated to be distributed were transferred from treasury shares at
−Removed: the Interparfums SA level.
−Removed: The modification resulted in a revised cost of the grant to approximately $ 4.6 million .
−Removed: In order to avoid dilution of
−Removed: the Company’s ownership of Interparfums SA, all shares distributed or to be distributed pursuant to these plans are pre-existing
−Removed: shares of Interparfums SA, purchased in the open market by Interparfums SA.
+Added: been determined based on the quoted stock price of Interparfums SA shares as reported by the Euronext on the date of grant.
+Added: estimated number of shares to be distributed of 85,062 has been determined taking into account employee turnover.
+Added: The aggregate
+Added: cost of the grant of approximately $ 4.1 million will be recognized as compensation cost on a straight-line basis over the requisite
+Added: three and a quarter year service period.
+Added: Similar to the December 2018
+Added: plan, in order to avoid dilution of the Company’s ownership of Interparfums SA, all shares distributed or to be distributed
+Added: pursuant to these plans will be pre-existing shares of Interparfums SA, purchased in the open market by Interparfums SA.
+Added: the year ended December 31, 2022, the Company acquired 63,281 shares at an aggregate cost of $ 3.0 million.
All share purchases and issuances
5 unchanged sentences
In February 2021, the Board of Directors authorized a reinstatement of an annual dividend of $1.00, payable quarterly.
−Removed: In February 2022, the Board of Directors authorized a 100% increase in the annual dividend to $ 2.00 per share.
−Removed: The next quarterly
−Removed: cash dividend of $ 0.50 per share is payable on March 31, 2022 to shareholders of record on March 15, 2022.
−Removed: INTER PARFUMS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: December 31, 2021, 2020 and 2019
−Removed: (In thousands except share and per share data)
+Added: In February 2022, the Board of Directors authorized a 100% increase in the annual dividend to $2.00 per share and in February 2023,
+Added: the Board of Directors further increased the annual dividend to $ 2.50 per share.
+Added: The next quarterly cash dividend of $ 0.625 per
+Added: share is payable on March 31, 2023 to shareholders of record on March 15, 2023.
(14) Net Income Attributable to Inter Parfums, Inc.
8 unchanged sentences
assuming the exercise of dilutive stock options using the treasury stock method.
+Added: INTER PARFUMS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2022, 2021 and 2020
+Added: (In thousands except share and per share
The reconciliation between the
19 unchanged sentences
Both European and United States operations primarily represent the sale of prestige brand name fragrances.
−Removed: INTER PARFUMS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: December 31, 2021, 2020 and 2019
−Removed: (In thousands except share and per share data)
Information on the Company’s
2 unchanged sentences
United States
−Removed: Eliminations of intercompany sales
+Added: Eliminations of intercompany
Net income attributable to Inter Parfums, Inc.:
United States
−Removed: Depreciation and amortization expense including impairment loss:
+Added: Depreciation and amortization expense including
+Added: impairment loss:
United States
5 unchanged sentences
United States
+Added: INTER PARFUMS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2022, 2021 and 2020
+Added: (In thousands except share and per share
Total assets:
6 unchanged sentences
United States
−Removed: INTER PARFUMS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: December 31, 2021, 2020 and 2019
−Removed: (In thousands except share and per share data)
United States export sales were
2 unchanged sentences
customers by region are as follows:
+Added: Consolidated net sales to customers by region are as follows:
Year ended December 31,
1 unchanged sentence
Central and South America
+Added: INTER PARFUMS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2022, 2021 and 2020
+Added: (In thousands except share and per share
Consolidated net sales to customers in major countries
13 unchanged sentences
Foreign operations
−Removed: INTER PARFUMS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: December 31, 2021, 2020 and 2019
−Removed: (In thousands except share and per share data)
The provision for current and
deferred income tax expense (benefit) consists of the following:
−Removed: ended December 31,
+Added: Year ended December 31,
State and local
1 unchanged sentence
Total income tax expense
+Added: INTER PARFUMS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2022, 2021 and 2020
+Added: (In thousands except share and per share
The tax effects of temporary
16 unchanged sentences
Valuation allowances have been
−Removed: provided for deferred tax assets relating to foreign net operating loss carry-forwards and reserves acquired in connection with
−Removed: the acquisition of Interparfums Italia srl, as future profitable operations from certain foreign subsidiaries might not be sufficient
−Removed: to realize the full amount of the deferred tax assets.
−Removed: INTER PARFUMS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: December 31, 2021, 2020 and 2019
−Removed: (In thousands except share and per share data)
+Added: provided for deferred tax assets relating to foreign net operating loss carry-forwards as future profitable operations from certain
+Added: foreign subsidiaries might not be sufficient to realize the full amount of the deferred tax assets.
No other valuation allowances
2 unchanged sentences
The Company estimated of the
−Removed: effect of global intangible low-taxed income (“GILTI”) and has determined that it has no tax liability related to
−Removed: GILTI as of December 31, 2021, 2020 and 2019.
+Added: effect of global intangible low-taxed income (“GILTI”) and has determined that it has no tax liability related to GILTI
+Added: as of December 31, 2022, 2021 and 2020.
The Company also estimated the effect of foreign derived intangible income (“FDII”)
1 unchanged sentence
respectively.
−Removed: French Tax Settlement
−Removed: The French authorities had considered
−Removed: that the existence of IP Suisse, a wholly-owned subsidiary of Interparfums SA, does not, in and of itself, constitute a permanent
−Removed: establishment and therefore Interparfums, SA should pay French taxes on all or part of the profits of that entity.
−Removed: In June 2021,
−Removed: a global settlement agreement was reached with the French Tax Authority whereby Interparfums SA paid in December 2021, €2.5
−Removed: million (approximately $2.9 million) effectively lowering the Lanvin brand royalty rate charged by IP Suisse for the periods from
−Removed: 2017 through 2020.
−Removed: Interparfums SA also agreed to apply the lower rate in 2021 through 2025 and to transfer the Lanvin brand from
−Removed: IP Suisse to Interparfums, SA by December 31, 2025.
The Company is no longer subject
federal, state, and local income tax examinations by tax authorities for years before 2019.
+Added: INTER PARFUMS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2022, 2021 and 2020
+Added: (In thousands except share and per share
Differences between the United
5 unchanged sentences
Benefit of Foreign Derived Intangible Income
−Removed: Effect of foreign taxes greater than
+Added: Effect of foreign taxes greater than U.S.
statutory rates
Effective rates
−Removed: INTER PARFUMS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: December 31, 2021, 2020 and 2019
−Removed: (In thousands except share and per share data)
(17) Accumulated Other Comprehensive Loss
9 unchanged sentences
Accumulated other comprehensive loss
+Added: INTER PARFUMS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2022, 2021 and 2020
+Added: (In thousands except share and per share
(18) Net Income Attributable to Inter Parfums, Inc.
1 unchanged sentence
Schedule of net income attributable to transfers from the noncontrolling interest
−Removed: ended December 31,
+Added: Year ended December 31,
Net income attributable to Inter Parfums, Inc.
−Removed: Decrease in Inter Parfums, Inc.’s additional
−Removed: paid-in capital for subsidiary share transactions
+Added: Decrease in Inter Parfums, Inc.’s additional paid-in capital for subsidiary share transactions
Change from net income attributable to Inter Parfums, Inc.
3 unchanged sentences
cash and cash equivalents as of December 31, 2021:
−Removed: December 31, 2021
Cash and cash equivalents per balance sheet
1 unchanged sentence
Cash and cash equivalents per statement of cash flows
+Added: Schedule II - Valuation and Qualifying Accounts
INTER PARFUMS, INC.
AND SUBSIDIARIES
+Added: Schedule of Valuation and Qualifying Accounts
Valuation and Qualifying Accounts
+Added: (In thousands)
end of period
17 unchanged sentences
See accompanying reports of independent registered public accounting
−Removed: to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report
−Removed: to be signed on its behalf by the undersigned, thereunto duly authorized.
+Added: Pursuant to the requirements of Section 13 or 15 (d) of the
+Added: Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
+Added: duly authorized.
Inter Parfums, Inc.
1 unchanged sentence
Jean Madar, Chief Executive Officer
−Removed: March 1, 2022
−Removed: to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
−Removed: of the Registrant and in the capacities and on the dates indicated:
+Added: February 28, 2023
+Added: Pursuant to the requirements of the Securities Exchange Act
+Added: of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the
+Added: dates indicated:
/s/ Jean Madar
1 unchanged sentence
and Chief Executive Officer
−Removed: March 1, 2022
−Removed: /s/ Russell Greenberg
−Removed: Russell Greenberg
−Removed: Chief Financial and Accounting Officer and Director
−Removed: March 1, 2022
+Added: February 28, 2023
+Added: /s/ Michel Atwood
+Added: Michel Atwood
+Added: Chief Financial Officer and Director
+Added: February 28, 2023
/s/ Philippe Benacin
4 unchanged sentences
February 24, 2023
−Removed: /s/ François Heilbronn
François Heilbronn
+Added: François Heilbronn
February 24, 2023
5 unchanged sentences
February 24, 2023
−Removed: /s/ Michel Dyens
February __, 2023
5 unchanged sentences
February 24, 2023
−Removed: following documents previously filed with the Commission are incorporated by reference to the Company’s Annual Report on
−Removed: Form 10-K for the fiscal year ended December 31, 2017:
+Added: Exhibit Index
+Added: The following documents
+Added: previously filed with the Commission are incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal
+Added: year ended December 31, 2017:
of Option Agreement for Options Granted to Executive Officers on December 29, 2017 with Schedule of Option Holders and Options
of Option Agreement for Options Granted to Executive Officers on January 19, 2018 with Schedule of Option Holders and Options
−Removed: following documents previously filed with the Commission are incorporated by reference to the Company’s Annual Report on
−Removed: Form 10-K for the fiscal year ended December 31, 2018:
+Added: The following documents
+Added: previously filed with the Commission are incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal
+Added: year ended December 31, 2018:
Agreement with Jean Madar Holding SAS
3 unchanged sentences
of Option Agreement for Options Granted to Executive Officers on December 31, 2018 with Schedule of Option Holders and Options
−Removed: following document previously filed with the Commission is incorporated by reference to the Company’s Current Report on
−Removed: Form 8-K as filed on February 7, 2020:
+Added: The following document
+Added: previously filed with the Commission is incorporated by reference to the Company’s Current Report on Form 8-K as filed on
+Added: February 7, 2020:
of Amendment to Consulting Agreement for Jean Madar Holding SAS
−Removed: following documents previously filed with the Commission are incorporated by reference to the Company’s Annual Report on
−Removed: Form 10-K for the fiscal year ended December 31, 2019:
+Added: The following documents
+Added: previously filed with the Commission are incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal
+Added: year ended December 31, 2019:
Agreement with Philippe Benacin Holding SAS
17 unchanged sentences
for Interparfums SA Distribution Center (confidential information in this exhibit was omitted)
+Added: The following documents
+Added: previously filed with the Commission are incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal
+Added: year ended December 31, 2020:
+Added: Consent of Mazars USA LLP
Certification Required by Rule 13a-14 of Chief Executive Officer
2 unchanged sentences
Certification Required by Section 906 of the Sarbanes-Oxley Act by Chief Executive Officer
−Removed: Interactive data
−Removed: following documents previously filed with the Commission are incorporated by reference to the Company’s Annual Report on
−Removed: Form 10-K for the fiscal year ended December 31, 2020:
−Removed: Interparfums Singapore Pte.
−Removed: Ltd Memorandum and Articles of Association
−Removed: Interparfums Luxury Brands, Inc.
−Removed: Certificate of Incorporation
−Removed: of Mazars USA LLP
−Removed: Certification
−Removed: Required by Rule 13a-14 of Chief Executive Officer
−Removed: Certification
−Removed: Required by Rule 13a-14 of Chief Financial Officer
−Removed: Certification
−Removed: Required by Section 906 of the Sarbanes-Oxley Act by Chief Executive Officer
−Removed: Certification
−Removed: Required by Section 906 of the Sarbanes-Oxley Act by Chief Executive Officer
−Removed: following documents previously filed with the Commission are incorporated by reference to the Company’s Annual Report on
−Removed: Form 10-K for the fiscal year ended December 31, 2016:
−Removed: Organizational
−Removed: Document of Inter Parfums (Suisse) Sarl (French original)
−Removed: Organizational
−Removed: Document of Inter Parfums (Suisse) Sarl (English translation)
−Removed: and Restated By-laws (correction
−Removed: to name only)
−Removed: of Option Agreement for Options Granted to Executive Officers on December 31, 2016 with Schedule of Option Holders and Options
−Removed: Filed and Attached to this report:
−Removed: following document previously filed with the Commission more than five years ago is incorporated by reference to the Company’s
−Removed: Quarterly Report on Form 10-Q for the period ended March 31, 2016:
−Removed: Articles of Association of Parfums Rochas Spain, Limited Liability Company (Spanish with English translation)
−Removed: following document previously filed with the Commission more than five years ago is incorporated by reference to the Company’s
−Removed: Quarterly Report on Form 10-Q for the period ended June 30, 2016:
+Added: Interactive data files
+Added: The following documents previously filed
+Added: with the Commission are incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended
+Added: December 31, 2021:
2016 Stock Option Plan
−Removed: following documents are filed with this report:
−Removed: Interparfums Italia srl (formerly Parfums Italia srl) Incorporation Deed dated September 8, 2021 (Italian language)
−Removed: Interparfums Italia srl (formerly Parfums Italia srl) Incorporation Deed dated September 8, 2021 (English translation)
−Removed: Interparfums Italia srl (formerly Parfums Italia srl) Amendment to Certificate of Organization dated October 1, 2021 (Italian language)
−Removed: Interparfums Italia srl (formerly Parfums Italia srl) Amendment to Certificate of Organization dated October 1, 2021 (English translation)
List of Subsidiaries
4 unchanged sentences
Certification Required by Section 906 of the Sarbanes-Oxley Act by Chief Executive Officer
+Added: Exhibits Filed and Attached to this report:
+Added: The following documents are filed with
+Added: this report, the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022:
+Added: List of Subsidiaries
+Added: Consent of Mazars USA LLP
+Added: Certification Required by Rule 13a-14 of Chief Executive Officer
+Added: Certification Required by Rule 13a-14 of Chief Financial Officer
+Added: Certification Required by Section 906 of the Sarbanes-Oxley Act by Chief Executive Officer
+Added: Certification Required by Section 906 of the Sarbanes-Oxley Act by Chief Executive Officer
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.