Iconix Brand Group, Inc. Names John T. McClain as CFO

NEW YORK–(BUSINESS WIRE)–Iconix Brand Group, Inc. (Nasdaq:ICON)
announced that John T. McClain has been appointed Chief Financial
Officer, effective February 11, 2019. Mr. McClain has a strong
background in financial leadership positions for global brands. He will
report to Robert Galvin, chief executive officer, president and a member
of the board of directors at Iconix Brand Group, Inc.

“John is a transformational CFO with an impressive background in
financing and restructuring and I’m thrilled to have him join my team at
Iconix Brand Group, Inc.,” said Mr. Galvin. “I have known John for more
than a decade and he is a true professional who will be an asset to
Iconix,” added Mr. Galvin.

From 2007 until its sale to Sycamore Partners in 2014, Mr. McClain was
CFO at Jones Apparel Group, a $4 billion leading global designer,
marketer and wholesaler of over 25 brands with product expertise in
apparel, footwear, jeanswear, jewelry and handbags. He has also held
senior finance roles at Lindblad Expedition Holdings, Inc., Avis Budget
Group, Inc., formerly Cendant Corporation, Sirius Satellite Radio Inc.
and ITT Corporation. Mr. McClain is currently a member of the board of
directors for Lands’ End, Inc. and Seritage Growth Properties, and is a
graduate of Lehigh University with a B.S. in accounting.

Inducement Equity Grants

As an inducement to accept his appointment with Iconix, and in lieu of
Mr. McClain’s eligibility to participate in Iconix’s 2019 long-term
incentive plan or any similar incentive plan effected in 2019 by
Iconix., Mr. McClain will be granted a number of restricted stock units
equal to the number of Iconix’s common shares with a value on the date
of grant of $262,500 (the “RSUs”), and a number of performance stock
units equal to the number of Iconix’s common shares with a value on the
date of grant of $262,500 (the “PSUs”).

One-third of the RSUs are vested on the date of grant, with the
remaining two-thirds of the RSUs to vest on February 11, 2020, subject
to Mr. McClain’s continued employment with Iconix through the vesting
date; provided that, if Mr. McClain’s employment terminates for any
reason before such vesting date, then all of the RSUs (whether or not
then vested) will be forfeited immediately for no consideration;
provided that in the event of a termination by Iconix without cause and
unrelated to Iconix’s or the Mr. McClain’s performance, all unvested
RSUs shall vest on the first anniversary of the grant date. Any vested
RSUs will be distributed to Mr. McClain in shares of Iconix’s common
stock within 15 days after the applicable vesting date. Mr. McClain has
a right to receive dividend equivalents in respect of the RSUs, which
will be subject to the same vesting and other restrictions applicable to
the underlying RSUs.

The PSUs are eligible to vest at the end of a three-year performance
period ending on December 31, 2021, based on the same financial
performance metric to be determined by the Compensation Committee of
Iconix’s Board of Directors, in its sole discretion, pursuant to
Iconix’s 2019 long term incentive plan applicable to Iconix’s other
senior executives; provided that, if Mr. McClain’s employment is
terminated by Iconix without “cause” (and not due to his death or
disability) or by him for “good reason” (each such term as defined in
his employment agreement with Iconix), then he will remain eligible to
earn a pro rata number of the PSUs, based on the percentage of the
Performance Period during which he was employed by Iconix, provided that
the applicable performance metric is achieved on the termination date as
if the termination date had been the last day of the Performance Period.
The pro rata number of PSUs that would be earned by Mr. McClain in
accordance with the prior sentence will become vested at the end of the
performance period, subject to Mr. McClain’s continued compliance with
certain restrictive covenants.

In the event of a change in control of Iconix occurring prior to the
last day of the performance period, any outstanding and unvested PSUs
will be converted to a number of restricted stock units equal to the
number of PSUs that would have vested on the date of such change in
control based on the applicable financial metric described above if such
change in control had been the last day of the performance period, and
any such restricted stock units will vest on the last day of the
performance period, subject to Mr. McClain’s continued employment with
Iconix and his continued compliance with certain restrictive covenants;
provided that, if the PSU award is not assumed, substituted or otherwise
continued in a change in control, then such restricted stock units will
vest immediately upon such change in control; provided, further, that,
if Mr. McClain’s employment is terminated by Iconix without cause (and
not due to his death or disability) or by him for good reason, in any
case, within 24 months after a change in control of Iconix, then any
outstanding restricted stock units into which the PSUs have converted
will vest immediately on the termination date (subject to Mr. McClain’s
continued compliance with certain restrictive covenants). Any PSUs that
remain unvested as of the last day of the performance period will be
forfeited immediately for no consideration. Any vested PSUs will
generally be distributed to Mr. McClain promptly after the end of the
performance period (or, if applicable, the date of termination of his
employment). Mr. McClain has a right to receive dividend equivalents in
respect of the PSUs, which will be subject to the same vesting and other
restrictions that apply to the underlying PSUs.

The RSUs and PSUs described above are being granted as a material
inducement to Mr. McClain entering into employment with Iconix in
accordance with NASDAQ Listing Rule 5635(c)(4), and are subject to the
terms and conditions of the applicable award agreements.

About Iconix Brand Group, Inc.

Iconix Brand Group, Inc. owns, licenses and markets a growing portfolio
of consumer brands including: CANDIE’S ®, BONGO ®,
JOE BOXER ®, RAMPAGE ®, MUDD ®, MOSSIMO ®,
LONDON FOG ®, OCEAN PACIFIC ®, DANSKIN ®,
ROCAWEAR ®, CANNON ®, ROYAL VELVET ®,
FIELDCREST ®, CHARISMA ®, STARTER ®,
WAVERLY ®, ZOO YORK ®, UMBRO ®, LEE
COOPER ®, ECKO UNLTD. ®, MARC ECKO ®,
ARTFUL DODGER ® and HYDRAULIC ®. In addition,
Iconix owns interests in the MATERIAL GIRL ®, ED HARDY ®,
MODERN AMUSEMENT ®, BUFFALO ® and PONY ®
brands. Iconix licenses its brands to a network of leading retailers and
manufacturers that touch every major segment of retail distribution in
both the U.S. and worldwide. Through its in-house business development,
merchandising, advertising and public relations departments, Iconix
manages its brands to drive greater consumer awareness and equity.

Contacts

PRESS CONTACTS
Melissa Pastore
Iconix Brand Group, Inc.
mpastore@iconixbrand.com

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